First Baptist Church of Madison, Inc

BYLAWS

FIRST BAPTIST CHURCH OF MADISON, INC.

ARTICLE I

PURPOSE

First Baptist Church of Madison, Inc., as a North Carolina nonprofit corporation (hereinafter referred to as the "Church") shall provide regular opportunities for public worship, sustain the ordinances, doctrines, and ethics set forth in the New Testament for the Church of our Lord Jesus Christ; nurture its members through a program of Christian education; channel its offerings to the support of the objects of the Redeemer's Kingdom; and preach and propagate among all people the Gospel of the Revelation of God through Jesus Christ as Savior and Lord.

ARTICLE II

OFFICES

Section 1. Principal Office. The principal office of the Church shall be located at the corner of Franklin and Hunter Streets, Madison, North Carolina, or at such other place as the Board of Directors may designate from time to time.

Section 2. Registered Office. The registered office of the Church required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.

Section 3. Other Offices. The Church may have offices at such other places, wither within or without the State of North Carolina, as the Board of Directors may designate or as the affairs of the Church may require from time to time.

ARTICLE III

MEMBERSHIP

Section 1. General. The members of the Church shall be composed of persons who have given evidence of regeneration by the spirit of God, who have subscribed to the Article of Incorporation and Bylaws of the Church, who have been received into membership by vote of the members of the Church, and who have been baptized by immersion.

Section 2. Admission. Any person may offer himself as a candidate for membership in the Church. All such candidates shall be presented to the members of the Church at any regular worship service for membership in any of the following ways:

(a) By profession of faith in the Lord Jesus Christ and for baptism according to the policies of the Church.

(b) By promise of a letter from another Baptist church of like faith.

(c) By restoration, upon a statement of conversion experience and baptism in a Baptist church of like faith when no letter is obtainable.

(d) By statement of conversion and of baptism according to the policies of the Church.

(e) Application for membership under circumstances other than those described heretofore in these Bylaws will be considered by the members of the Church in conference, and the decision of the members of the Church shall be final in each case. Should there be any dissent as to any candidate, such dissent shall be referred to the pastor and the Board of Directors for investigation and the making of a recommendation to the members of the Church within thirty (30) days from the date of such dissent.

(f) A three-fourths (3/4) vote of those members present and voting shall be required to elect candidates for membership.

Section 3. Duties. Members are expected to be faithful in all the duties essential to the Christian life, and unless providentially hindered, to attend regularly the services of the Church, to give regularly and systematically to its support and Kingdom causes, and to share in its recognized work and activities.

Section 4. Termination. Membership shall be considered terminated upon the death of a member, and in addition, membership may be terminated in one of the following ways:

(a) By Letter. Letters of recommendation may be granted to any church of like faith and order for members in good standing. When letters are granted, membership in this Church will terminate. Letters of recommendation must be passed upon by the members of the Church at a business meeting. Letters shall not be granted to individuals but will be sent to another church upon the request of that church.

(b) By Exclusion. The Church, after due notice and opportunity for hearing and kindly efforts to make such action unnecessary, may upon a two-thirds (2/3) vote of members present, terminate the membership of persons in the Church for reasons it considers sufficient to warrant such action.

(c) By Renunciation. When a member of the Church joins a church of different faith and order, membership in this Church will automatically terminate.

Section 5. Voting. In considering the rights involved, members and members only act and vote in the transactions of the business and affairs of the Church. Each and every member has one and only one vote.

ARTICLE IV

MEETINGS

Section 1. Public Worship. The regular meetings of the Church for public worship shall be on Sunday morning.

Section 2. Church Ordinances. The ordinance of the Lord's Supper shall be observed at least once each calendar quarter, and at other times at the discretion of the pastor. The ordinance of Baptism shall be observed at the discretion of the pastor.

Section 3. Business Meetings.

(a) Regular Business Meetings. Regular business meetings of the members of the Church shall be held monthly, on Wednesday after the first Sunday in each month, for the disposition of all business matters not otherwise provided for.

(b) Special Business Meetings. A special business meeting of the members of the Church may be called at any time by the pastor, the chairman of the Board of Directors, or at the written request of any 20% of the resident members of the Church. At least one (1) week's notice shall be given before holding such business meetings by advertising in the Church Bulletin or by mail stating the purpose of the meeting, the time, and the place. At the special meeting so called, only the matters so advertised to the congregation may be acted upon.

(c) Annual Business Meeting. The regular business meeting of the members of the Church in September shall be the annual business meeting.

(d) Other Meetings. Other meetings of the members of the Church as a whole or of authorized groups within the Church may be set according to the needs of the congregation.

ARTICLE V

CHURCH OFFICERS

Section 1. Officers. The officers of the Church shall be a pastor, a deacon chairperson (who shall serve as the President of the Church), and deacons (who shall serve as the members of the Board of Directors as hereinafter set forth), a clerk (who shall be the secretary of the Church for general purposes, a treasurer, a financial secretary, trustees, and such other officers as shall be required for the work of the Church in any of its departments or organizations. All of these officers except the pastor shall be elected by the members of the Church in good standing and shall serve terms beginning January 1st of each year.

Section 2. Election and Duties.

(a) Pastor. A pastor shall be called to serve indefinitely. This relationship may be dissolved at the request of either the pastor or the Church. In either case, at least thirty (30) days notice shall be given of termination of the relationship, unless otherwise mutually agreed, with both pastor and the Church seeking to follow the will of God and the leadership of the Holy Spirit.

The call of the pastor shall take place at a special business meeting of the members of the Church set for that purpose of which at least one (1) week's notice has been given to the membership. The election of the pastor shall be upon the recommendation of a pulpit committee. The pulpit committee shall have been recommended by the Board of Directors and elected by the members of the Church to seek out and nominate as pastor a minister of the Gospel whose Christian character and qualifications fit him or her for the office of pastor of the Church. The pulpit committee shall bring only one name at a time for consideration of the Church, and no nomination shall be made except that of the committee. Election shall be by ballot or standing vote with an affirmative vote of three-fourths (3/4) of those present (provided 20% of the resident membership is present) necessary for a call. Should the one recommended by the committee fail to receive a three-fourths (3/4) vote, the committee will be instructed to seek out another minister, and the meeting shall be adjourned without debate.

The pastor shall have in charge the welfare and oversight of the Church; shall be ex-officio member of all organizations, departments, and committees; may call a special business meeting of the members of the Church or of the Board of Directors or any committee according to procedures set forth in the Bylaws; shall conduct religious services on stated and special occasions, administer the ordinances, minister to members of the Church and community, and perform other duties that usually pertain to that office including absolutely confidential pastoral counseling; shall have special charge of the pulpit ministry of the Church and shall, in cooperation with the Board of Directors, provide for pulpit supply when absent. In conjunction with the Board of Directors, the pastor will arrange for workers to assist in revival meetings and other special services. The pastor shall be the administrative head of the Church and shall arrange and approve all absences and vacations of all church employees.

(b) Board of Directors.

(i) Number and Term. The Board of Directors of the Church shall consist of twelve (12) members. The twelve (12) members of the Board of Directors shall consist of deacons who shall be elected to serve on the Board of Directors for a term of three (3) years each, such three (3) year terms beginning on the first day of January following their election. One-third (1/3) of the number shall be elected each year. After the completion of a full three (3) years, no deacon shall be eligible for re-election to the Board of Directors until the lapse of one (1) year. A husband and wife may not serve on the Board of Directors at the same time. Any deacon not serving as a member of the Board of Directors by virtue of rotation will retain the title of deacon and will serve at the discretion of the Church, the pastor, and/or the chair-person of the Board of Directors. Following each annual election, members of the Board of Directors shall elect their own chairperson and other officers as deemed necessary.

(ii) The chairperson of the Board of Directors. The chairperson of the Board of Directors shall be President of the Church and shall represent the Church in all matters of legal responsibility regarding the business of the Church and the purchase, improvement, and disposal of church property. The chairperson shall execute all legal papers relating to the Church and to the community as the Church may direct. The chairperson shall have no power to buy, sell, mortgage, lease, or transfer any property of the Church without a specific majority vote of the Board of Directors authorizing such action; neither shall the pastor have any control over the use of the property, except by a majority vote of the Board of Directors. Further, it shall be necessary before disposing of any real estate or building by a deed of conveyance that approval by a three-fourths (3/4) vote of those members of the Church present at business meetings be taken, provided 20% of resident membership is present. It is expressly stipulated and provided, however, that the Board of Directors, by majority vote at any regular or special meeting, may authorize, empower, and direct the chairperson to execute any deeds of trust, bonds, stocks, and/or notes to obtain loans, and make, execute, deliver, and sell any stocks and bonds to meet the needs and purposes of the Church from time to time hereafter.

(iii) Duties. The directors shall at all times consider themselves as servants of the Church. With the pastor, and as the Holy Spirit may direct, the Board of Directors is to consider and make recommendation to the Church in all matters pertaining to its work and progress. This shall include oversight of the discipline of the Church, establishing and maintaining spiritual fraternal relations with members of the Church, and assisting the pastor in the observance of the ordinances, the chairman of the Board of Directors being responsible for the preparations for the observance of the Lord's Supper. The Board of Directors shall have the authorities reserved to it in Section 2 of this Article. The Board of Directors also shall generally manage the officers and the civil affairs and activities of the Church and in this connection shall have the power and authority to do all lawful acts and things that are required to carry on the business of the Church.

(iv) Meetings. The Board of Directors shall arrange for its own regular monthly meetings and shall appoint such committees as are necessary to the discharge of their duties. The pastor, or the chairman of the Board of Directors, may call the Board of Directors into special session upon giving at least three (3) days prior notice thereof whenever need for such arises. Any seven (7) of the directors then in office shall constitute a quorum for the transaction of business at a meeting, and unless otherwise provided in these Bylaws, the vote of a majority of the members of the Board of Directors who shall be present at a duly called or scheduled meeting shall be required to effect any action or decision of the Board.

(i) Definition. The diaconate is one of two ordained offices in the Church. It may include both men and women. Both shall be referred to as deacons. A person elected to serve shall be ordained by the congregation provided that he or she has not been previously ordained by a church of like faith. A person once set apart as a deacon remains so throughout life.

(ii) Election. Deacons shall be elected annually to replace those rotating off of the Board of Directors. They shall be elected from resident adult members who have proved they have met spiritual qualifications and have been resident members for the preceding three years. Vacancies occurring within a term shall be filled at the next annual election. All elections shall be by secret ballot. Church publications shall advise the members of the Church of the time, method, and place of elections, and shall also list qualifications and duties of deacons. These publications shall also provide and describe to those members who do not wish to be considered for the office of deacon the ways and means of having their names removed from the initial deacon ballot. Members may remove their name from the deacon ballot for only the ensuing election. All removal requests shall be in writing and kept in the church office. On the last Sunday of October, a list of eligible members excepting those who have asked that they not be considered will be distributed to the congregation, and each member may vote for the number to be elected, but not to exceed that number. When these ballots have been tabulated, twice the number to be elected shall be selected from those receiving the largest number of votes. In the event both the husband and wife in the same family are among those receiving the largest number of nominations, the pastor and/or Chairman of the Board of Directors and/or designated deacon will ask the couple involved to decide which of the two names shall appear on the final deacon ballot. In no case shall more than one of the two names appear. No name shall appear on the final ballot unless permission has been granted by that person. Therefore, the persons receiving the highest number of votes shall be contacted by those responsible for this task until twice the number to be elected have consented. This list shall be published in the bulletin on the second Sunday of November. In the event of a tie for last place, the number of names placed on the final ballot shall be increased to include those tied. On the third Sunday in November, a final vote shall be taken. Members may vote for the number of deacons to be elected. In the event of a tie on this ballot, those with a number of votes in excess of those tied shall be considered duly elected and all additional names shall be placed on a ballot and another vote taken on the following Sunday for the remaining number to be elected. Ballots marked for less than the number to be elected shall not be voided.

(iii) Honorary Deacons. A deacon may be elected as an honorary life deacon in recognition of outstanding service by vote of the members. An honorary deacon retains all the rights, duties, and responsibilities aforesaid, but not the right to participate at meetings of the Board of Directors, and he also shall not again be eligible for election to an active term.

(d) Trustees. The members of the Church shall elect four (4) of their fellow members to serve as trustees of the Church for an indefinite term. Vacancies may be filled at any time with the one elected to fill out the unexpired term of the one whose vacancy is being filled. The Board of Directors shall decide the method of election. Trustees may attend Board of Directors meetings, but may not vote. Trustees shall be voting members of the finance committee. Trustees may at the direction of the board of directors represent the Church at religious and/or community functions. Trustees may be assigned other duties by the Board of Directors and/or the Church including representing the Church in the negotiations including the buying and selling of real property and securities.