First Baptist Church Constitution and Bylaws Page 1 of 12

AMENDED AND RESTATED CONSTITUTION AND BYLAWS of FIRST BAPTIST CHURCH OF BENICIA (as of January26, 2014) California Nonprofit Religious Corporation

ARTICLE 1: Name and Principal Office......

ARTICLE 2: Purpose......

ARTICLE 3: Statement of Faith

ARTICLE 4: Affiliation

ARTICLE 5: Membership......

SECTION 5.1 – General......

SECTION 5.2 – Qualifications for Membership......

SECTION 5.3 – Status of Membership...... 4

SECTION 5.4 – Covenant of Membership...... 4

SECTION 5.5 – Voting Rights of Membership......

ARTICLE 6: Membership Meetings...... 5

SECTION 6.1 – Place of Meetings...... 5

SECTION 6.2 – General Meetings...... 5

SECTION 6.3 – Special Meetings...... 5

SECTION 6.4 – Notice Requirements for Membership Meetings...... 5

SECTION 6.5 – Quorum...... 6

ARTICLE 7: Trustees...... 6

SECTION 7.1 – Number and Term...... 6

SECTION 7.2 – Powers...... 6

ARTICLE 8: Directors...... 6

SECTION 8.1 – Number and Term...... 6

SECTION 8.2 – Powers...... 6

ARTICLE 9: Meetings of the Directors...... 7

SECTION 9.1 – Place of Meetings...... 7

SECTION 9.2 – Regular Meetings...... 7

SECTION 9.3 – Special Meetings...... 7

SECTION 9.4 – Quorum...... 8

SECTION 9.5 – Waiver of Notice...... 8

SECTION 9.6 – Action Without Meeting...... 8

ARTICLE 10: Officers...... 8

SECTION 10.1 – Officers...... 8

SECTION 10.2 – Election of Officers...... 8

SECTION 10.3 – Removal of Officers...... 8

SECTION 10.4 – Vacancy in the Senior Pastorate...... 9

SECTION 10.5 – Vacancies in Offices...... 9

SECTION 10.6 - Pastoral Ordination and Licensure 9

ARTICLE 11: Indemnification of Directors, Officers, Employees and Other Agents......

SECTION 11.1 – Definitions......

SECTION 11.2 – Successful Defense by Agent......

SECTION 11.3 – Actions Brought by Persons Other than the Church......

SECTION 11.4 – Action Brought by or on Behalf of the Church......

SECTION 11.5 – Threatened, Pending, or Completed Actions against Agent......

SECTION 11.6 – Determination of Agent’s Good Faith Conduct......

SECTION 11.7 – Limitations......

SECTION 11.8 – Advance of Expenses......

SECTION 11.9 – Insurance......

ARTICLE 12: Records and Reports......

ARTICLE 13: Construction and Definitions......

ARTICLE 14: Amendments to the Constitution and Bylaws......

CERTIFICATE OF CHURCH SECRETARY......

ARTICLE 1: Name and Principal Office

The name of the Corporation is FIRST BAPTIST CHURCH OF BENICIA. This Corporation will be further referred to in the Bylaws as the "Church". The Church maintains it’s principal office at 1055 Southampton Road, Benicia, California. The Directors of the Church shall have full power and authority to change the principal office from one location to another. Any change of this location shall be recorded 1.) by the Secretary on these Bylaws opposite this section, or 2.) this section may be amended to state the new location.

ARTICLE 2: Purpose

The purpose of the Church is to glorify God by fulfilling the Great Commandment (Matthew 22:36-40) and the Great Commission (Matthew 28:18-20).

  1. BELONGING – "To encourage, support and pray for each other as members of the family of God. To share our lives together." (I John 1:7, Acts 2:44-47, Hebrews 10:23-25, Romans 15:5,7, John 13:34-35)
  2. GROWING – "To help members develop toward full Christian maturity and train them for effective ministry. To promote personal spiritual growth and discipleship through Bible teaching." (Ephesians 4:11-13, Matthew 18:20, Timothy 2:2)
  3. SERVING – "To serve unselfishly in Jesus’ name meeting the physical, emotional, and spiritual needs of those in our Church, community and in the world." (1 Peter 4:10-11, Matthew 25:34-40, 1 Thessalonians 5:11, Galatians 5:13)
  4. SHARING – “To share the good news of Jesus Christ with as many people as possible, both in our community and throughout the world.” (Mathew 28:18-20, Act 1:8, 2 Peter 3:9).
  5. WORSHIPING – "To participate in public worship services together and to maintain an ongoing relationship to the Lord bylistening to God’s word and responding to His Holy Spirit." (John 4:24)

ARTICLE 3: Statement of Faith

The Bible is God's unique revelation to people. It is the inspired, unfailing Word of God, and the supreme and final authority on all matters upon which it teaches. No other writings have such divine authority.

There is only one God, creator of heaven and earth, who exists eternally as three persons – Father, Son, and Holy Spirit. Each is fully God yet each is personally distinct from one another.

All people are created in God's image and are loved by Him. The main message of the Bible is that God loves people and invites them to live in communion with Himself and in community with each other.

Apart from Jesus Christ all people are spiritually lost and, because of sin, deserve the judgment of God. However, God gives salvation and eternal life to anyone who trusts in Jesus Christ and in His sacrifice on his or her behalf. Salvation cannot be earned through personal goodness or human effort. It is a gift that must be received by humble repentance and faith in Christ and His finished work on the cross.

Jesus Christ was born of the Virgin Mary, lived a sinless human life, willingly took upon Himself all of our sins, died, rose again bodily, and is at the right hand of the Father as our advocate and mediator. He will return to complete history and to fulfill the eternal plan of God.

The Holy Spirit convicts the world of sin, draws people to Christ, and indwells all believers. He empowers them to live Christ-like lives and gives them spiritual gifts in order to serve the church and reach out to a lost and needy world.

Death seals the eternal destiny of every person. At the final judgment, unbelievers will be separated from God into condemnation. Believers will be received into God's loving presence and rewarded for their faithfulness to Him in this life.

All believers are members of the body of Christ, the one true church universal. Spiritual unity is to be expressed among Christians by their acceptance and love for one another. This love crosses ethnic, cultural, socio-economic, national, generational, gender, and denominational lines.

The local church is a congregation of believers who gather together for worship, prayer, instruction, encouragement, mutual accountability, and community. Through it, believers invest their time, energy, and resources to fulfill the Great Commission – reaching lost people and growing them into fully devoted followers of Christ.

ARTICLE 4: Affiliation

This Church is autonomous and maintains the right to govern its own affairs, independent of any denominational control.

ARTICLE 5: Membership

SECTION 5.1 – General

Nothing in this Article 5 shall be construed as limiting the right of the Church to refer to persons associated with it as “members”. No such reference, however, shall constitute any such person a member within the meaning of Section 5056 of California Nonprofit Corporation Law. The Church may confer, by amendment of this Constitution and Bylaws, some or all of the rights of a member as set forth in the California Nonprofit Corporation Law upon such person or persons. References in the Constitution and Bylaws to “members” are not references to such associated persons.

SECTION 5.2 – Qualifications for Membership

Membership of this Church shall consist of all persons whoare known and currently active.

1.A personal confessionof faith in Jesus Christ as Savior and commitment to obey Him as Lord.

2.A commitment to regularly participate in the life of this community of believers.

SECTION 5.3 –Statusof Membership

In an effort to properly reflect the members of the Church, members are those who reside within the Church’s Ministry Area and are currently active in the Church. These rolls shall be updated annually.

Members will be removed for the following reasons: Death, transfer to another church, by personal request, or by the pastors when a member’s life and conduct is not in accordance with the members’ commitment. Members dismissed by the pastors may be restored by the pastors.

Pastors shall mean a staff pastor and at least two members from the Board of Directors.

SECTION 5.4 – Covenant of Membership

  1. I will protect the unity of our fellowship by: acting in love toward others, refusing to gossip, and following the leaders.
  2. I will share the responsibility of our fellowship by: praying for its growth, inviting othersto attend, and by warmly welcoming those who visit.
  3. I will serve the ministry of our fellowship by usingmy gifts and talents, by being equipped to serve, and by developing a servant's heart.
  4. I will support the testimony of our fellowship by attending faithfully, living a godly life, and by giving regularly.

SECTION 5.5 – Voting Rights of Membership

Every Active/Resident Member shall have the right to vote on the following matters: the annual budget of the Church, the election of the Trustees, the annual approval of the staff and directors proposed by the senior pastor, the annual approval of the church ministry goals, the merger or dissolution of the Church, the acquisition of real property and related indebtedness, amendments to the Constitution or Bylaws of the Church, and the calling or removing of a Senior Pastor. Each member 16 years and older is entitled to one vote. Voting by proxy is prohibited.

ARTICLE 6: Membership Meetings

SECTION 6.1 – Place of Meetings

Meetings of the members shall be held at a building on the Church property or at such other place or places the Directors may designate from time to time.

SECTION 6.2 – General Meetings

A general meeting of the members shall be held in the first quarter of each fiscal year at such time as determined by the Directors. This general meeting shall be the annual membership meeting. The purpose of this meeting shall be to adopt an annual budget, to approve the selection of staff and directors by the senior pastor, to approve the selection of annual ministry goals, and to elect the Trustees. Subject to Section 4 of this Article, any other proper business may be conducted at this meeting.

SECTION 6.3 – Special Meetings

A Special Meeting of the Members may be called at any time for any purpose by the Directors, the Senior Pastor, or by written request of 20% of the Members. Notice of this Meeting shall be given to the Members in accordance with Section 4 of this Article.

SECTION 6.4 – Notice Requirements for Membership Meetings

General Requirements.

Whenever members are required or permitted to take any action at a meeting, notice shall be given to members no less than two (2) weeks prior to a meeting. Notification of membership meetings shall be given in any of the following manners, which shall be deemed to be a reasonable method of calling a membership meeting:

  1. Distribution of written material to the congregations in attendance at all regular weekend services;
  2. Oral announcement to the congregations at all regular weekend services; or
  3. Delivery by United States mail to each member identified on the membership roll.

Notice Requirement for Certain Agenda Items:

In order for action to be taken by the Members on any of the following questions the general nature of the proposal must have been specified when Notice was given.

  1. Calling or removing the Senior Pastor;
  2. Amending the Articles of Incorporation;
  3. Adopting, amending or repealing Bylaws;
  4. Disposing of all or substantially all of the Church’s assets;
  5. Adopting or amending a merger agreement; or
  6. Approving the election to wind up and dissolve the Church
  7. Approving the acquisition of real property and related indebtedness.

SECTION 6.5 – Quorum

General Requirements:

  1. Those members present and voting at a meeting duly noticed and called shall constitute a quorum of the membership for the transaction of business.
  2. An item shall be enacted upon the approval of 67% of the Members present.

Requirements for Calling or Removing a Senior Pastor:

  1. When a vote of the membership is taken on the question of calling or removing the Senior Pastor a quorum shall consist of 50% of the membership.
  2. The item shall be enacted upon the approval of 75% of the Members present.

ARTICLE 7: Trustees

SECTION 7.1 – Number and Term

The Directors shall, from time to time, designate the authorized number of Trustees of the Church. The Trustees shall be elected by the members at the annual membership meeting based upon the recommendation by the Directors, to serve until the next annual meeting. The Trustees may only be removed by a vote of the members.

SECTION 7.2 – Powers

The Trustees shall have the following powers and duties:

  1. Providing financial counsel to the Directors.
  2. Providing counsel to the Directors in the determination of compensation for the licensed and/or ordained pastors of the Church.
  3. Conducting such other duties and activities as the Directors may designate from time to time.

ARTICLE 8: Directors

SECTION 8.1 – Number and Term

The authorized number of Directors shall be, until changed by amendment of the Articles of Incorporation or by a Bylaws duly adopted by the members, such number as may from time to time be authorized by resolution of the Directors, provided that such number shall not be less than five (5), nor more than fifteen (15). The Directors shall consist of the Pastor(s) and individuals who fulfill the biblical qualifications of spiritual overseers and are asked to serve as Directors. Each Director may serve successive terms and shall hold office until a successor has been designated and qualified or until earlier resignation or removal. Other than the Senior Pastor, each Director serves at the pleasure of the Senior Pastor.

SECTION 8.2 – Powers

  1. General Corporate Powers. Subject to the provisions and limitations of the California Nonprofit Religious Corporation Law and any limitations in the Articles of Incorporation and this Constitution and Bylaws, the activities, business and affairs of the Church shall be conducted and all corporate powers shall be exercised by or under the direction of the Directors.
  2. Specific Powers. Without prejudice to the general powers set forth above, and subject to same limitations, the Directors shall have the power to:

a)Assist and counsel the Senior Pastor in the selection and removal of all officers, agents and employees of the Church; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with this Constitution and Bylaws, and

b)Change the principal executive office or the principal business office of the Church in the State of California from one location to another and designate any place or places for the holding of any meeting or meetings of the Directors, and

c)Adopt, make, and use a corporate seal and alter the form of the seal; and

d)Borrow money and incur indebtedness on behalf of the Church and cause to be executed and delivered for the Church’s purposes and in the Church’s name, promissory notes and other evidences of debt and securities, and

e)Exercise all other powers conferred by the California Nonprofit Religious Corporation Law or other applicable laws.

ARTICLE 9: Meetings of the Directors

SECTION 9.1 – Place of Meetings

Regular or special meetings of the Directors may be held at any place that has been designated from time to time by resolution of the Directors. In the absence of such designation, meetings shall be held at the principal office of the Church. Notwithstanding the above provisions of this section, a regular or special meeting of the Directors may be held at any place consented to in writing by all of the Directors either before or after the meeting. If such consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, as long as all Directors participating in the meeting can hear one another. All such Directors shall be deemed to be present in person at such meeting.

SECTION 9.2 – Regular Meetings

Regular meetings of the Directors may be held without notice if the time and place of such meetings are fixed by resolution of the Directors.

SECTION 9.3 – Special Meetings

The Senior Pastor or any other Director may call for any purpose and at any time special meetings of the Directors.

Notice of the time and place of special meetings shall be given to each Director by one of the following methods: (1) by personal delivery of written notice; (2) by first class mail, postage prepaid; (3) by telephone communication, either directly to the Director or to a person at the Director’s office or home who the person giving the notice has reason to believe will promptly communicate the notice to the Director, or (4) by electronic meansto the Director’s home or office.

Time Requirements. Notices sent by first class mail shall be deposited in the United States mail at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephoneor electronic meansshall be deliveredto the Director at least twenty-four (24) hours before the time set for the meeting.

Notice Contents. The notice shall state the time and place for the meeting. However, the notice does not need to specify the place of the meeting if the special meeting is to be held at the Church’s principal office. The notice must specify the purpose of the meeting.

SECTION 9.4 – Quorum

A majority of current Directors present at a meeting duly called and noticed shall constitute a quorum for the transaction of business. Every action taken or decision made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be the act of the Directors, subject to the provisions of the California Nonprofit Corporation Law. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors.

SECTION 9.5 – Waiver of Notice

A meeting of the Directors that has not been properly called or noticed may still transact valid business if the following conditions are met:

  1. A quorum is present
  2. Each Director not present a.) Signs a written waiver of notice, b.) Signs a consent to holding the meeting, or c.) Approves the minutes of the meeting.

Any waiver of notice or consent that is signed by a Director must include the specific purpose of the meeting. Any signed waivers, consents, or approvals of minutes must be made a part of the corporate records of the Church or part of the minutes of the meeting. Any Director who attends the meeting without protesting before, or at its commencement, about a lack of notice, may not protest after the meeting.

SECTION 9.6 – Action Without Meeting

Any action required or permitted to be taken by the Directors may be taken without a meeting, if all of the Directors, individually, or collectively, consent in writing to the action. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Directors.