BYLAWS
of
FIFTH REFORMED CHURCH
Muskegon, Michigan
(a religious not-for-profit corporation)
Approved – September 13, 1999
Amended – January 3, 2005
Amended – December 3, 2007
Amended – July 7, 2010
ARTICLE I: NAME
Section 1The name of this Michigan non-profit religious corporation is “Fifth Reformed Church,” hereafter referred to as “the Congregation.”
Section 2The Congregation is affiliated with the Reformed Church in America and is subject to the Book of Church Order of the Reformed Church in America.
ARTICLE II: PURPOSE
Section 1The purpose of this Congregation is the worship of God and the spreading of the gospel of Jesus Christ in accordance with the Bible, the doctrinal standards and the church policy of the Reformed Church in America.
ARTICLE III: MEMBERSHIP
Section 1The membership shall consist of confessing and baptized members.
Section 2All confessing members of the Congregation are members of the corporation and shall remain such as long as they continue to be members in good and regular standing.
Section 3A person may become a confessing member of the Congregation:
a)By making confession of faith before the Board of Elders and publicly
before the Congregation;
b)By reaffirmation of his/her faith before the Board of Elders and publicly before the Congregation; or
c)By presenting to the Board of Elders a letter of transfer from another Christian Congregation:
d)And by the majority vote of the Board of Elders.
Section 4A person shall be considered a baptized member who has received the Sacrament of Baptism in this congregation and not yet made confession of faith, or who has transferred from another congregation having given evidence of their baptism but not yet having made confession of faith.
Section 5All confessing members in good and regular standing shall be eligible to vote and are hereinafter referred to as “voting members.”
Section 6Membership in the Congregation may be terminated by death, by transfer to another church, by uniting with another church without transfer, by removal from the rolls by the Board of Elders because of prolonged inactive status, or by a procedure of discipline as set forth in the Book of Church Order of the Reformed Church in America.
ARTICLE IV: OFFICERS
Section 1The corporation is governed by the Consistory, whose members act as the trustees of the corporation.
Section 2The Consistory shall consist of six (6) elders and six (6) deacons. Consistory members must be church members for one year prior to their election to office.
Section 3The term of office for Consistory members shall be three (3) years in length. After their term of office is completed,they are ineligible for election for a period of two years.
Section 4The terms of elders and deacons shall begin on January 1 of the year following their election and shall conclude on December 31of the year their successors are elected.
Section 5The Executive Committee of the Consistory shall consist of the President (the senior pastor), the Vice-President (an elder), the Clerk (an elder), the Chairperson of the Deacons (a deacon) and the Assistant Controller (a deacon).
Section 6The Board of Directors of this corporation shall consist of those persons who are officers and members of the Consistory of Fifth Reformed Church, and their successors.
Section 7A volunteer director (as defined in Section 110 of Act 162, Public Acts of 1982, as amended) of the corporation shall not be personally liable to the corporation or its members for monetary damages for breach of the director’s fiduciary duty arising under any applicable law. However, this article shall not eliminate or limit the liability of a director for any of the following:
(1)A breach of the director’s duty of loyalty to the Corporation or its members.
(2)Acts or omissions not in good faith or that involve intentional misconduct or knowing violation of the law.
(3)A violation of Section 551 (1) of Act 162, Public Acts of 1982, as amended.
(4)A transaction from which the director derived an improper personal benefit.
(5)An act or omission occurring prior to the filing of this article with the Michigan Department of Commerce.
(6)An act or omission that is grossly negligent.
To the extent permitted by law and this Article IV, Section 7, the Corporation assumes all liability to any person other than the Corporation or its members for all acts or omissions of a volunteer director (as defined in Section 110 of Act 162, Public Acts of 1982, as amended) occurring on or after January 1, 2000, incurred in the good faith performance of his or her duties as director.
Any repeal or modification of this article shall not adversely affect any right or protection of any director of the Corporation existing at the time of, or for or with respect to, any acts or omissions occurring before such repeal or modification.
ARTICLE V: ELECTION OF ELDERS AND DEACONS
Section 1Each August, confessing members will be given the opportunity to submit nominating ballots for new Consistory members. The number of nominees sought for each ballot will be double the number of offices to be filled for elder and deacon positions.
Section 2The Clerk of Consistory will tabulate the ballots and bring a list of nominees to the September meeting of the Board of Elders. The Elders will discern whether any nominees will be removed from the list because of biblical reasons related to their life and witness. The Consistory may also utilize a Nominating Committee to assist in this process.
Section 3Nominees will be notified by letter and follow up will be offered to ascertain their willingness and qualification to serve. At the November meeting of the Consistory, a double slate for each position to be filled will be formally nominated.
Section 4The names of the nominees who have accepted the nomination will be published in the bulletin for two Sundays prior to the annual congregational meeting in November.
Section 5At the November congregational meeting, the Congregation will affirm the selection of the required slate of nominees. The Congregation will then select from the approved slate, by the casting of lots, the number required for service, to fill the vacancies for office.
Section 6When a vacancy occurs, the Consistory shall determine the advisability of filling such a vacancy. Should they decide to do so, the replacement shall be chosen by the Consistory and shall serve for the unexpired term. A person appointed to a vacancy will be eligible for nomination for re-election without the required period of ineligibility, only if his/her tenure has been for less than one-half of a full term.
ARTICLE VI: MEETINGS
Section 1All meetings of the Congregation shall be held in the church building unless adjourned to, or notice is given for, another place of meeting as determined by the Consistory.
Section 2Notice of all regular congregational meetings and of all special congregational meetings shall be given to the Congregation on two (2) Sundays immediately preceding the date of meetings.
Section 3A quorum for the transaction of business at any congregational meeting shall consist of those voting members in attendance.
Section 4a) There shall be at least one regular meeting of the Congregation each
year, to be convened during the month of November, or at some time to be determined annually by the Consistory.
b)The purpose of the meeting shall be the selection of elders and deacons, approval of a budget for the coming year, and such other business as the Consistory wishes to place before the Congregation.
c)An agenda for the meeting will be made available on the Sunday
prior to the meeting.
d)Unless otherwise specified, the transaction of business shall be by simple majority vote.
Section 5Special meetings of the Congregation may be called by the Consistory by giving notice of the purpose and date on two successive Sundays immediately preceding the meeting.
Section 6All confessing members of the Congregation, in good and regular standing, shall be eligible to vote and participate in all congregational meetings.
Section 7The Consistory shall determine in advance of the meeting whether absentee ballots will be allowed for any item of business.
ARTICLE VII: SUPERVISORS
Section 1If the Congregation is without a pastor, another pastor of the classis to which the Congregation is amenable shall be appointed by the same classis to serve as the Supervisor until such time as another pastor shall have been duly installed.
Section 2The Supervisor shall be invited to preside at all meetings of the Consistory and the Congregation. He shall, however, if adequate reason prevents his presence, have the right to excuse himself from such meetings, in which instance the Vice President shall preside.
ARTICLE VIII: ADOPTION AND AMENDMENTS
Section 1These Bylaws shall become and remain the Bylaws of Fifth Reformed Church upon their adoption by a two-thirds affirmative vote of those present as a quorum at a regular Consistory meeting.
Section 2These Bylaws may be amended at any Consistory meeting provided that the vote taken is at least four (4) weeks after the amendment is first presented for consideration to the Consistory. Any amendment shall require a two-thirds vote of those present.
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