BYLAWS OF PLACE OF GRACE FELLOWSHIP

2938 Nacogdoches Road, San Antonio, Texas 78217 ARTICLE I

NAME

The name of this organization shall be: Place of Grace Fellowship, Inc. This organization is an affiliate of the Church of God Anderson, Indiana ARTICLE II

PURPOSE

The Purpose of this corporation under these bylaws is to guide and facilitate the business activities, which includes but not limited to the buying, selling, and holding of any real property and the collecting and disbursing of money for the

church.

The Purpose of This Church is to:

ARTICLE III MEMBERSHIP

Section 1. All qualified members shall have the right to vote in all business meetings of the Corporation. The member- ship of this corporation shall be restricted to those who meet the following conditions:

  1. They shall be eighteen (18) years or older.

immediately preceding any meeting at which they exercise voting rights.

Section 2. All persons shall be regarded as voting members of this Corporation upon their own declaration of eligibility as defined in Section 1. This declaration shall be by means of signature registration with the Secretary of the Corporation. The list of voting members shall be subject to approval by the Corporation and incorporated into the minutes.

Section 3. The right of any person to vote may be challenged by any other member. In such a case, the right of voting membership shall be challenged prior to the business meeting according to Matthew 18:15-17. If necessary, the verses shall be applied using the following steps: The person in question is to be approached privately by the individual expressing concern. If the issue is not resolved, the next step is to meet privately with the person in question with a member of the board of church ministry so that a solution can be reached.

Section 4. Two (2) weeks prior to the Annual meeting of the Corporation, the Secretary of the Corporation shall post a typed notice of Sections 1, 2, & 3 of Article III on the church bulletin board and/or website or other electronic platform at the discretion of the Senior Pastor.

Section 5. The Corporation may, by a majority vote, at any business session, waive any of the requirements of Article III, Section 1 & 2.

Section 6. Any unresolved voting issue or conflict shall be adjudicated by the Board of Church Ministry.

ARTICLE IV

OFFICERS

Section 1. The officers of the Corporation shall be: President, Vice-President, Secretary, and Treasurer. The President shall be the Sr. Pastor. The Vice-President and Secretary and Treasurer shall be ratified for a three (3) year term.

Section 2. The President shall preside at all business meetings. The Vice-President shall preside at any business meeting in the absence of the President. The Chair of the Board of ministry may preside at any business meeting in the absence of the Vice-President.

Section 3. The Secretary shall keep an orderly record of the proceedings of the business meetings in a book provided by the Corporation for that purpose. This book shall be carefully preserved by the Secretary and shall remain the property of the Corporation.

Section 4. The Treasurer of the Corporation shall receive and be responsible for depositing the funds of the corporation in whatever bank is recommended by the Board of Church Ministry. The Treasurer shall be authorized to give receipts of all money paid to the church. The bank account of the church shall be in the name of the Corporation. The Treasurer shall cause all vouchers and orders paid by the Treasurer to be filed and properly preserved as a part of the records of the Corporation. The Treasurer shall make monthly reports to the Board of Church Ministry and at least annually to the Corporation showing receipts and disbursements and their relationship to the budget. The books and records shall be subject to inspection by the Board of Church Ministry and/or independent auditor designated by the Board. The Treasurer shall post such bond as shall be required by the Board of Church Ministry.

ARTICLE V

BOARDS AND C OMMITTEES

The Sr. Pastor shall serve, as a voting member, on all boards and committees of the church at the discretion of the

Board of Church Ministry. No board member, officer or committee member may be ratified or appointed if they are not.

an eligible voting member of the corporation.

  1. BOARD OF CHURCH MINISTRY

Section 1. The Board of Church Ministry shall be composed of seven (7) members, including the Pastor. The spiritual qualifications for the Board of Church Ministry shall be they are saved by the blood of Jesus, led by the Holy Spirit, tithing persons, and regular attendees. The Board of Church Ministry (except for the Pastor) shall serve a term of

three (3) years. Two (2) of the six (6) terms will expire each year. No ratified member shall serve for more than two.

Section 2. The Board of Church Ministry shall appoint its own Chair, Vice-Chair, and Secretary. The Board shall appoint a successor to serve the remainder of any term resulting from a vacancy on the Board.

Section 3. Duties and powers of the Board of Church Ministry.

  1. The Board of Church Ministry shall oversee and be responsible for all operations and activities of the

church except the congregation shall retain authority by 3/4 majority vote for the following:

  1. The hiring and termination of the Sr. Pastor & any Associate Pastors.

Section 1. Any committee appointed may include at least one member of the Board of Church Ministry.

Section 2. Duties and responsibilities of other committees. All committees shall appoint their own Chairperson and other committee officers as appropriate.

  1. Benevolence Committee. If appointed, this committee shall acquaint itself with the circumstances of needy people in the community to distribute wisely the funds of the church set aside for this purpose.

ARTICLE VI

MEETINGS

Section 1. Annual Business Meeting and

  1. The meeting of the Corporation shall be held at the Church or other designated place on a Sunday in November or December at the discretion of the Board of Church Ministry.

Section 2. Special Meetings.

Section 3. The current edition of “Robert’s Rules of Order Newly Revised” shall be followed in the procedure of any business. In the event of any disagreement regarding procedure, these bylaws will supersede “Robert’s Rules of Or- der Newly Revised”.

Section 4. An absentee ballot must be received at the church office two business days before any scheduled meeting.

ARTICLE VII OTHER

Section 1: Dissolution Procedures

In the event that the church must dissolve, the Officers of the Corporation shall oversee the dissolution process in accordance with state and federal laws. The dissolution shall be conducted in a manner that ensures all liabilities and obligations of the church are satisfied.

Section 2: Distribution of Assets

In the event this Corporation is dissolved or disbanded, all assets shall revert to the Texas General Assembly as registered within the Condition Deed agreement filed 2012. If in the event, the Texas General Assembly is dissolved, upon dissolution, any remaining assets of the church shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. The distribution plan shall align with the church’s religious purposes and shall be decided by the Officers of the Corporation.

Section 2. The Board of Church Ministry will determine how the church is doing in the field of:

  1. Outreach/Local Missions

And report to the congregation regularly throughout the year.

ARTICLE VIII:

PASTORAL AND STAFF POSITIONS

Section 1: Senior Pastor

  1. Appointment: The Senior Pastor shall be hired by the Officers of the Corporation (hereinafter referred to as “the Board”) for a term of one (1) year, renewable upon mutual agreement.

Section 2: Other Church Staff and Consultants

  1. Hiring: All church staff and consultants, whether part-time or full-time, excluding the Senior Pastor, shall be hired by the Senior Pastor. The Senior Pastor will consider the church’s mission, values, and current needs in making hiring decisions.

Section 3: Conflict of Interest

In all hiring and employment practices, conflicts of interest shall be avoided. Relationships among staff shall be disclosed to the Board to ensure transparency and integrity in the church’s operations and governance.

ARTICLE IX:

FINANCIAL POLICIES

Section 1: General Financial Oversight

  1. Budget: The Officers of the Corporation (hereinafter referred to as “the Board”) shall approve an annual budget that aligns with the church’s mission and strategic goals. This budget shall be prepared by the Finance Committee and presented to the Board for review and approval.

Section 2: Handling of Offerings and Donations

  1. Collection and Management: All offerings and donations shall be collected, counted, and managed by individuals designated by the Board, ensuring accountability and transparency. Procedures for handling cash and non-cash gifts shall comply with applicable laws and best practices for non-profit organizations.

Section 3: Non-Acceptance of Gifts

  1. Board Discretion: The Board reserves the right to refuse any gifts, donations, or bequests that come with conditions or stipulations that are not in alignment with the church’s mission, values, or legal and financial policies, or that would create an undue financial or administrative burden.

b. Notification: Potential donors shall be informed of this policy and encouraged to consult with the Board before making restricted or conditional gifts.

Section 4: Donations Recognition

  1. Recognition Policy: While the church deeply appreciates all donations and the generosity of its contributors, it is our policy not to establish memorials or any form of special, enduring recognition based on donations. This ensures our focus remains on the collective mission and spiritual purpose of our congregation, rather than on individual contributions.

ARTICLE X:

CONFLICT RESOLUTION

Section 1: Guiding Principles

The church commits to resolving disputes within its community in a manner that reflects its values, beliefs, and commitment to the teachings of Christ. Efforts shall be made to resolve disputes through open communication, prayer, and mediation, seeking reconciliation and mutual understanding.

Section 2: Formal Resolution Process

If informal resolution efforts fail, the church may employ a formal dispute resolution process, which may include mediation and arbitration, as guided by Christian principles and practices. Details of the process, including the selection of mediators or arbitrators, shall be determined by the Board and communicated to the involved parties.

In extreme circumstances, for the protection of the membership, and upon consultation with the board president and/or other board members available, the Senior Pastor may require a member to cease participation in church activities and ban them from the property.

ARTICLE XII:

MISCELLANEOUS PROVISIONS

Section 1: Indemnification

The church shall indemnify its leaders, staff, and volunteers to the fullest extent permitted by law against all expenses and liabilities incurred in connection with their service for the church. This indemnification is subject to limitations as prescribed by law and does not apply to actions deemed grossly negligent or willful misconduct.

Section 2: Insurance

The church shall maintain adequate insurance coverage to protect against liabilities, damages, and other potential risks associated with its operations, properties, and activities. This includes, but is not limited to, liability insurance, property insurance, and directors and officers’ liability insurance.

Section 3: Compliance with Applicable Laws

The church shall operate in compliance with all applicable local, state, and federal laws, including those governing non-profit organizations and religious institutions. This includes adherence to tax regulations, employment laws, and safety standards.

DEFINITIONS

Annual Business Meeting: A scheduled gathering held once a year, dedicated to reviewing the corporation’s operations, financial status, and strategic direction, and for conducting necessary voting procedures by the membership.

Board of Church Ministry: The governing body elected by the congregation, responsible for overseeing the church’s operations, spiritual direction, and administrative decisions, excluding those reserved for the congregation by a 3/4 majority vote.

Church of God Anderson, Indiana: The affiliation under which Place of Grace Fellowship, Inc. operates, defining its theological and operational guidelines and expectations.

Communications Procedure: The process established to ensure transparency and inform the congregation about important meetings and decisions. Specifically, at least two weeks before the Annual Meeting of the Corporation, the Secretary is required to prominently display a notice detailing the eligibility criteria for voting (as outlined in Sections 1, 2, & 3 of Article III) on the church’s official bulletin board, website, or any other digital platform chosen by the Senior Pastor. Additionally, the congregation will be notified of where they can find this information, ensuring all members have fair and timely access to participate in the governance of the church.

Corporation: Refers to Place of Grace Fellowship, Inc., a religious organization formed and operated for the purpose of fulfilling its mission as defined under Article II.

Emergency: A situation or event that poses an immediate risk to health, life, property, or environment, which requires urgent intervention to prevent a worsening of the situation.

Member: An individual who meets the qualifications outlined in Article III, Section 1, and has declared their eligibility for voting rights within the corporation.

Quorum: The minimum number of voting members that must be present at a meeting to legally transact business.

Restricted Gifts: Donations or bequests given to the church with specific conditions or designations for their use, accepted at the discretion of the Board.

Officers of the Corporation: A group consisting of the President (Senior Pastor), Vice-President, Secretary, and Treasurer, responsible for the high-level oversight of the corporation’s activities and financial health.

Senior Pastor: The President of the corporation, responsible for spiritual leadership, preaching, sacraments, pastoral care, and overseeing daily operations, including the hiring and supervision of staff.

Spiritual Growth: The process of becoming more mature in one’s relationship with Jesus Christ and more aligned with His teachings and purposes.

Unsaved: Individuals who have not yet accepted Jesus Christ as their Savior and Lord.

Voting Member: A church member who meets the qualifications outlined in Article III, Section 1, and has declared their eligibility to vote on church matters.

Waive: To refrain from insisting on or using (a right or claim).

Year: For the purposes of terms and operations within the bylaws, a year is defined as a calendar year, unless specified otherwise for certain operations or positions.

Communications Procedure: Two (2) weeks prior to the Annual meeting of the Corporation, the Secretary of the Corporation shall post a typed notice of Sections 1, 2, & 3 of Article III on the church bulletin board and/or website or other electronic platform at the discretion of the Senior Pastor. The church shall be informed of the location of information.

All information to be included as resolutions or substantive decisions shall be posted in the same manner as membership requirements.

EFFECTIVE DATE

This includes all previous editions revised and approved on Dec 13, 2020

December 13, 2020

Subject: Addendum to By-laws

Reference: Church of God, Anderson, IN, Credentials Manual supplemental resource, “Restriction on use of Facilities”

It has been directed from the Church of God Anderson, through the Texas General Assembly, that the following clause be added to our by-laws to emphasize and add clarity to the use of our church facilities.

Effective immediately, The Place of Grace Fellowship Corporation reserves the right to restrict the use of all properties owned from any event or program (including same-sex weddings) judged by the Board of Church Ministry to be at odds with the mission or teachings of the congregation and/or the Church of

God movement, Anderson, Indiana, represented formally by the actions of the movement’s General Assembly in North America.