North Phoenix Baptist Church Member Information...

North Phoenix Baptist Church Information Packet – July 18, 2014 (updated August 5, 2014)

North Phoenix Baptist Church

Member Information Packet

Updated August 5, 2014

Final Proposed Amended Articles of Incorporation and Second Restated and Amended Bylaws of North Phoenix Baptist Church

to be voted on August 17, 2014

North Phoenix Baptist Church Information Packet – July 18, 2014 (updated August 5, 2014)

Contents

Document Page(s)

Key Points and FAQ’s 1-2

Summary of Proposed Changes 3

Proposed Amendment to the Articles of Incorporation 4-5

Final Proposed Second Restated and Amended Bylaws of North Phoenix Baptist Church 6-22

Current Bylaws – First Amended and Restated Bylaws of North Phoenix Baptist Church 23-32

Detailed Comparison of Current Bylaws to Proposed Bylaws 33-50

As of August 5, 2014 the following changes have been made to the Final Proposed Second Restated and Amended Bylaws:

In order to clarify questions regarding any potential sale of Church real property located at 5757 North Central Avenue, the Final Proposed Bylaws clearly state that members would have the right to vote on the purchase, encumbrance or sale of Church real property. Article VI Church Members Section 5.1 (page 4) has been changed to read as follows: 1.Each Member shall have the right to vote on the matters described in these Bylaws including the following: the calling or termination of the Senior Pastor; the election of Elders, deacons and standing committee members; the annual budget of the church; the purchase, encumbrance, or sale of Church real property, located at 5757 N. Central Avenue, Phoenix, Arizona 85012, at the southeast corner of Bethany Home Road and North Central Avenue; the merger, joint venture, sale or dissolution of the Church; all indebtedness in excess of two-hundred and fifty thousand dollars ($250,000); and amendments to the Articles of Incorporation or Bylaws of the Church.

Article VII, Section 4.3.i. (page 6) has been changed to read as follows: Purchase, encumbrance, or sale of Church real property, located at 5757 N. Central Avenue, Phoenix, Arizona 85012, at the southeast corner of Bethany Home Road and North Central Avenue.

Pastor Whalen requested a study on an elder-led ChurCh GovernanCe Model• Itisthebiblicalpatterngivenforthe church’sstructure.

• Itprovidesaccountability,partnership,and mutualsubmissionwithateamofGodlymen.

• Itdemonstratesbiblicalwisdomandhumility.

Creation of elder study teaM (a pastor commissioned research/study team)

Members:JenniferGodel,WallyLarson,LorriPaetz,DanSneadandTomTamura

ConClusions: elder-led Model is:

1. Thebiblicalpatternofchurchgovernance.

2. Consistentwiththemajorityofevangelical andmanySouthernBaptistchurchesin today’sculture.

3. SupportiveofourSeniorPastor’srequest forgreateraccountabilityandpartnership.

4. ReflectiveofwhyandhowotherSouthern Baptistchurcheshaveandaremaking thesametransition.

K e y P o i n t s

reCoMMendationnorth Phoenix adoPt and iMPleMent an elder-led Model of ChurCh GovernanCe as soon as PraCtiCal. after these ChanGes north Phoenix Will be:

• AChrist-centered,congregationally-ruled, elder-led,deacon-servedSouthernBaptist churchlivingGod’sloveintheheartofour cityandaroundtheworld.

• Autonomousinallmattersrelatedtochurch politywhilecontinuingtogivetothe CooperativeProgramandtosupport missionsthroughtheInternationalMission BoardandtheNorthAmericanMissionBoard.

• Establishedinaformalandconsistent structureforadministeringthechurch throughacongregationally-approvedBoard ofElderstosharetheresponsibilityfor leadershipandtoassistthepastorandstaff.

ProPosed bylaW ChanGes• AddanElderBoardof7-9men,electedby thecongregation,servingthree-yearterms.

• Establishthebiblicaldistinctionbetween EldersandDeacons.Eldersarecalledto servethegoverningneedsofthechurch. Deaconsarecalledtoservemercyneeds.

• EstablishthequalificationsforElders andDeaconsassimilarbutdistinct. Elders(overseers/bishops)describedin 1Timothy3:1-7;Deaconsdescribedin 1Timothy3:8-13.

• Providewhathasbeenamissingpiecein ourchurchstructure(anElderBoard) withoutsignificantlychangingthemuch appreciated,neededroleofourdeacons.

• Increasethenumberandconsistency ofthoseinvolvedindecision-making.

tiMelinethursday, May 297:00 pm, Fellowship CenterMetwithactiveandinactivedeacons

sunday, June 1PastorWhalenannouncedelder-ledtransitioneffortanddistributedabriefdescriptionofthetransitiontothecongregationinbothworshipservices

sunday, June 8MetwithBiblestudydirectorsandteachers

sunday, June 15OpenforumontheEldertransition

sunday, July 13Church-widetimeofprayerbegan

sunday, august 3OpenforumontheEldertransition

sunday, august 17Congregationalvoteonproposedbylawchangeswithoutfurtherdiscussion

elder transition teaM PastorJasonBrandonArneson*TomAvantsRobertComeauxRonEstesJohnFarrington*TroyJones*WallyLarson*DaveMurray*CarolPainterBradRouth*JohnShillingtonDanSnead*DickStaffordCharlieStroupe*TomTamura*JimmyWood*NancyWoods

*Current or former Deacon Chairmen

June 8, 2014

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What does the bible say about elders and deaCons?

1.TheApostlesrealizedthatleadingthe growingfirstchurchwasgoingtobea challenge.Theywerenotabletokeepup withthedemandsofmeetingallofthe physicalneedsofthecongregationwithout beingdistractedfromtheirprimary responsibility,toteachtheGospel. • Thesolutiontothisissueisdocumented inActs6:1-7. • Deaconswereappointedforservice: tomeetthephysicalneedsofthechurch, andtheresultwasthattheWordofGod continuedtoincreaseandthenumber ofdisciplesmultipliedgreatly.

2.AsPaulandBarnabaswerespreadingthe Gospelandplantingchurchesthroughout Greece,therewasaneedforlocalleadership ofthesenewchurches. • Thesolutiontothisissuecanbefound inActs14:20-23andTitus1:5. • ElderswereappointedtocontinuePaul andBarnabas’workofstrengthening thesoulsofthedisciples,encouraging thedisciplesinthefaith,teachingabout thekingdomofGodandcreatingorderin thelocalchurches.

3.BiblicalQualifications: • TheBiblicalqualificationsforaneldercan befoundin1Timothy3:1-7,Titus1:6-9 and1Peter5:1-4. • TheBiblicalqualificationsforadeaconcan befoundin1Timothy3:8-13andActs6:3.

4.BiblicalResponsibilities: • TheBiblicalresponsibilitiesofaneldercan befoundinActs6:2-4,Acts15:1-2, Hebrews13:17,James5:14,1Peter5:1-4. • TheBiblicalresponsibilitiesforadeacon canbefoundinActs6:1-7.

5.Summary: • Deaconswereappointedtoserveand minister,tomeetthephysicalneedsofthe churchsotheApostlesandlatertheelders couldstayfocusedonteaching. • Elderswereappointedtoprovide oversightandleadershiptothechurches. • Therolesandresponsibilitiesofeldersand deaconsintheNewTestamentweredistinct andshouldbeconsideredasamodelof biblicalchurchgovernance. • Thebiblicalqualificationsforeldersand deaconsaresimilarbutdistinctandshould bereflectedassuchinourbylaws.

hoW Will the initial elder board be seleCted?

• Accordingtotherevisedbylaws,inArticleVIII section3,theinitialBoardofEldersshallbe recommendedbyanominatingcommittee consistingofthePastorandthethreedeacon officers,andthenapprovedbyvoteofthe churchmembership.

What MaKes us a southern baPtist ChurCh?

• Foundedandgroundedupontheteaching andpreachingoftheBible.• CooperationwiththeNorthAmericanMission BoardandtheInternationalMissionBoardof SouthernBaptiststodomissions.• Autonomousinallmattersrelatedtochurch polity.

Will this ChanGe affeCt our standinG as a southern baPtist ChurCh?No.WewillcontinuetobeaSouthernBaptistChurch.OurBaptistleadersindicatetousthat83%ofnewSouthernBaptistchurchstartsareadoptingtheElderBoardgovernanceandmanyestablishedchurcheshavemovedoraremovingtothismodelofgovernance.

Will elders taKe the PlaCe of deaCons?

No.Eachgrouphasadistincttaskbothbiblicallyandaccordingtotherevisionrecommendedtoourbylaws.Theeldersaretaskedintherevisedbylawswithshepherdingthechurch,thePastor,andthestaff.TheywillleadandguidethechurchandholdourPastorandstaffaccountable.Thedeaconbodyhasexactlythesametaskundertherevisedbylawsasinthepresentbylaws.Theyexisttoservethechurchandassistinministry.

Will the elder led GovernanCe Put an unhealthy aMount of deCision MaKinG in the hands of a sMall GrouP?

Underthepresentbylawsthecongregationvotesonvirtuallyeverymajordecisionofthechurch.Thebylawsallowforthecorporateofficerstoconductcertainitemsofbusinessforthedaytodayoperationofthechurch.Thepresentbylawsstipulatethatthecorporateofficerpositionsbefilledbythedeaconofficers(3officers).Undertherevisedbylawsthecongregationwillcontinuetovoteonvirtuallyeverymajordecisionofthechurch.ThecorporateofficerpositionswillbefilledbytheElders.

hoW Would our Present GovernanCe be best desCribed?

• Congregationalrule• Pastor/staffled• Deacon/CommitteeOversight• Deaconserved• SouthernBaptistaffiliatedchurch

hoW Would the ProPosed GovernanCe be best desCribed?

• Congregationalrule• Elder/Pastorled(SeniorPastorisex-officio, votingmemberoftheElderBoard)• StandingCommittees• Deaconserved• SouthernBaptistaffiliatedchurch

Why are We ConsiderinG ChanGinG ChurCh GovernanCe Models?

• Itisthebiblicalpatterngivenforthe church’sstructure.• Itprovidesaccountability,partnership andmutualsubmissionwithateamof Godlymen.• Itdemonstratesbiblicalwisdom andhumility.

is our Present forM of GovernanCe WronG?

• No,butitisthebeliefofourPastorand leadershipthatthismodelgivesusmore accountabilityandbroadensthescope ofleadershipbyGodlymeninourchurch.

hoW do We MaKe this ChanGe?

• Wemustamendourbylawsandarticles ofincorporationtochangeour churchgovernance.

What are the ProPosed bylaW ChanGes?

• AddanElderBoardof7-9men,electedby thecongregation,serving3-yearterms. TheSeniorPastorshallserveasanex-officio, votingmemberoftheElderBoard.• Establishthebiblicaldistinctionbetween EldersandDeacons.Eldersarecalledtoserve thegoverningneedsofthechurch. Deaconsarecalledtoservemercyneeds.• EstablishthequalificationsforEldersand Deaconsassimilarbutdistinct. Elders(overseers/bishops)describedin 1Timothy3:1-7;Deaconsdescribedin 1Timothy3:8-13.• Providewhathasbeenamissingpieceinour churchstructure(anElderBoard)without significantlychangingthemuchappreciated, neededroleofourdeacons.• Increasethenumberandconsistencyof thoseinvolvedindecision-making.• Membershipremovalandindemnification decisionstransferredtoElderBoard.

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FINAL PROPOSED SECOND RESTATED AND AMENDED BYLAWS OF NORTH PHOENIX BAPTIST CHURCH

as of August 17, 2014

Page 1 of 17 Final Proposed Bylaws 81714

INDEX

Article Section Description Page

Article I

Name and Principal Office

3

Article II Purpose 3 Article III Statement of Faith 3 Article IV Ordinances 3 Article V Affiliation 3 Article VI Church Membership 3 Section 1 General 3 Section 2 Qualifications for Membership 3 Section 3 Designation of Membership 4 Section 4 Responsibilities of Membership 4 Section 5 Voting Rights of Membership 4 Section 6 Removal from Membership 5 Article VII Membership Meetings 5 Section 1 Place 5 Section 2 Meetings 5 Section 3 Special Meetings 5 Section 4 Notice Requirements for Membership Meetings 5 Section 5 Quorum 6 Section 6 Moderator and Church Clerk 6 Article VIII Board of Elders 7 Section 1 Purpose, Qualifications and Duties of Elder Service 7 Section 2 Number 7 Section 3 Election and Term 7 Section 4 Regular Meetings of the Board 8 Section 5 Organizational Meetings of the Board 8 Section 6 Special Meetings 8 Section 7 Quorum 8 Section 8 Conduct of Meetings 9 Section 9 Committees 9 Section 10 Compensation 9 Section 11 Actions of the Board 9 Section 12 Removal and Vacancies 9 Section 13 Notice 10 Article IX Officers 10 Section 1 Number, Election and Term of Office 10 Section 2 Removal and Vacancies 10 Section 3 Powers and Duties 10 Article X Deacons 12 Section 1 Purpose, Qualifications and Duties of Deacon Service 12 Section 2 Number and Term 12 Section 3 Election Process 13 Section 4 Deacon Officers, Organization, Meetings, and Removal 13

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INDEX (continued)


Article XI

Senior Pastor and Ministerial Staff Members

14

Section 1 Selection of Senior Pastor and Ministerial Staff Members 14 Section 2 Removal 14 Section 3 Vacancies in Office 14 Article XII Indemnification of Officers, Employees and Other Agents 15 Article XIII Church Finances 16 Section 1 Annual Budget 16 Section 2 Handling of Church Funds 16 Section 3 Church Fiscal Year 16 Section 4 Third-Party Disbursements 16 Article XIV Records and Reports 16 Article XV Church Year 17 Article XVI Construction and Definitions 17 Article XVII Amendments to the Bylaws 17 Certificate of Secretary 17

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The Bylaws of North Phoenix Baptist Church (hereafter sometimes referred to as “the Church” or “the Corporation”), including all previous amendments, are restated and amended as follows:

Article I

Name and Principal Office The name of this Corporation is North Phoenix Baptist Church. The Church maintains its principal office at 5757 North Central Avenue, Phoenix, Maricopa County, Arizona.

Article II Purpose

As a New Testament church that holds the Bible as the sole authority in matters of faith and practice, the purpose of the Church is to challenge people to discover and live a Christ-centered life (Matthew 28:18-20). This Church seeks to fulfill this purpose by providing opportunities for spiritual, physical, and social development, as well as the Christian aspects of intellectual and cultural opportunities.

Article III Statement of Faith

We affirm the Holy Bible as the inspired Word of God and as the only basis for our beliefs. This Church adopts the 1963 Edition of “The Baptist Faith and Message” as an affirmation of basic Christian beliefs, and as a general statement of our faith.

Article IV Ordinances

The two ordinances of the Church are baptism by immersion, acknowledging Jesus Christ as Lord and Savior, and partaking of the Lord’s Supper in remembrance of Jesus Christ, the bread being symbolic of His body and the cup symbolic of His blood.

Article V Affiliation

The Church is autonomous and maintains the right to govern its own affairs, independent of any denominational control. Recognizing, however, the benefits of cooperation in world missions, this Church voluntarily affiliates with the Southern Baptist Convention in its national, state and local expressions. The Church may cooperate also with other entities that share our purpose.

Article VI Church Membership

SECTION 1. General Membership in this Church shall consist of all persons who have met the scriptural qualifications of membership and are listed on the church membership roll. SECTION 2. Qualifications for Membership The Church shall receive as members:

1. Those who make a public profession of their faith in the Lord Jesus Christ as personal Savior, have been baptized by immersion, and are in agreement with this Church’s Statement of Faith, Purpose and Polity; or

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Page 4 of 17

2. Those who come from other Baptist churches of like faith and practices on a letter indicating they are in good standing and fellowship; or

3. Those who, because of circumstances beyond their control, are not able to obtain letters from another

Baptist Church but give satisfactory statements of their experiences with Jesus Christ as personal Savior; or

4. Those who have a conscious salvation experience with Jesus Christ as personal Savior, followed by non-sacramental baptism by immersion; and those who, with a personal salvation experience, but without baptism by immersion, are baptized into this fellowship.

5. All new members shall complete the church membership class.

6. All members shall apply and abide by the Church’s membership covenant.

SECTION 3. Designation of Membership In an effort to properly reflect the membership of the Church, a membership roll shall be maintained. The membership roll shall be updated annually. SECTION 4. Responsibilities of Membership As the body of Christ at North Phoenix Baptist Church, we agree to:

1. Unite in growing spiritually, giving generously and going faithfully to introduce people to Jesus Christ.

2. Live in unity of the Spirit through the bond of peace and create a community of encouragement as we fulfill the mission of Jesus Christ.

3. Be active in Bible Study, fellowship and ministry with a small group of believers.

4. Financially support the ministries of the Church joyfully and in a God-honoring manner.

5. Use our gifts and abilities in the ministries of the Church.

6. Apply and abide by the Church’s membership covenant.

SECTION 5. Voting Rights of Membership

1. Each Member shall have the right to vote on the matters described in these Bylaws including the following: the calling or termination of the Senior Pastor; the election of Elders, deacons and standing committee members; the annual budget of the church; the purchase, encumbrance, or sale of Church real property, located at 5757 N. Central Avenue, Phoenix, Arizona 85012, at the southeast corner of Bethany Home Road and North Central Avenue; the merger, joint venture, sale or dissolution of the Church; all indebtedness in excess of two-hundred and fifty thousand dollars ($250,000); and amendments to the Articles of Incorporation or Bylaws of the Church.

2. Members are expected to vote in person. However, voting by proxy or absentee ballot will be accepted when circumstances beyond the member’s control prevent attendance at the meeting.

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SECTION 6. Removal from Membership

Members shall be removed from the Church membership records for the following reasons:

1. Death

2. By letter requesting transfer of membership to another church of like faith and order. 3. By written personal request of the member. 4. By becoming affiliated with a church or another faith or denomination. 5. Removal for cause shall not occur without first every reasonable effort being made by the Senior Pastor,

pastoral staff, and the Elders to assist members with guidance and counseling. The removal from membership shall at all times be in compliance with Matthew 18:15-17, and the process set forth in this paragraph. The member shall be removed by a majority vote of the active Elders at a duly noticed regular or specially called Elder meeting. A quorum for such special or regular Elder meeting shall consist of at least a majority of the Elders.

.

Article VII Membership Meetings

SECTION 1. Place Meetings of the members shall be held on the Church property or such other place or places as may be designated by the Senior Pastor, senior ministerial staff, and/or the President of the Corporation. SECTION 2. Meetings

1. Regular business meetings will be held not less than quarterly and calendared accordingly.

2. A general annual meeting of the members shall be held on the second or third Wednesday of September of each year at such time as may be determined by the Elders. The purpose of this meeting shall be to adopt the Church’s annual budget. Subject to Section 4 of this Article, other business may be conducted at this meeting.

SECTION 3. Special Meetings Special meetings of the membership may be called at any time by the Elders for any purpose by giving notice to the members in accordance with Section 4 of this Article, and designating the purpose of the special meeting. SECTION 4. Notice Requirements for Membership Meetings

1. General Requirements. Whenever members are required or permitted to take any action at a meeting, notice of the date, place, time and purpose of the meeting (including but not limited to the specific items set forth in paragraph 3 of this Section 4) shall be given to members at least 10 days or not more than 60 days prior to the scheduled meeting date.

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2. Notification. Notification of membership meetings shall be given by distribution of written material and an oral announcement to the members in attendance at a regularly scheduled worship service. Notification in the regularly scheduled service bulletin(s) shall satisfy the requirements of written notice.

3. Notice of Certain Agenda Items. Action by the members of any of the following proposals is valid only after

written notice which specifies the nature of the proposal: a. Calling the Senior Pastor; b. Removing the Senior Pastor; c. Amending Articles of Incorporation; d. Adopting, amending or repealing bylaws: e. Disposing of all or substantially all the Church’s assets; f. Adopting or amending a merger agreement; or g. Approving the action to dissolve the Church;

h. Approving the purchase of real property and/or indebtedness in excess of two-hundred and fifty-thousand dollars ($250,000);

i. Purchase, encumbrance, or sale of Church real property, located at 5757 N. Central Avenue,

Phoenix, Arizona 85012, at the southeast corner of Bethany Home Road and North Central Avenue.

SECTION 5. Quorum Those members who are present and voting at a meeting duly noticed and called shall constitute a quorum of the membership for the transaction of business. Robert’s Rules of Order will be used as guidelines for decency and order with deference to grace. SECTION 6. Moderator and Church Clerk The Senior Pastor shall act as moderator. In his absence, the President shall preside. In his absence, the Vice President shall preside. In the absence of all three of the aforementioned persons, the Secretary shall call the church to order and the acting moderator shall be elected. The Secretary of the Corporation shall serve as Church Clerk.

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Article VIII Board of Elders

SECTION 1. Purpose, Qualifications and Duties of Elder Service. The requirements for elder service are based on both biblical qualifications and limitations based on Church organization. The Board of Elders (hereafter sometimes referred to as “Elders”) are a body of spiritual servant leaders led by the Holy Spirit and elected by Church members to assist the Senior Pastor in the spiritual leadership and managerial oversight of the Church. For a member to be considered for election to the Elder board, he must be an active member for the previous five (5) years and faithful in attendance, attitude, spiritual influence, stewardship and service in other areas of the Church. He must meet the biblical qualifications stated below and is not a staff member of the Church except for the Senior Pastor.

1. Qualifications: An Elder must be an experienced, active member of this church and possess the qualifications listed in I Timothy 3:1-7, Titus 1:6-9, and I Peter 5:1-4.

2. Calling: An Elder must have a strong desire to serve the Lord and the body of Christ as an Elder. The

desire is not out of a sense of the need, but a God-given calling as expressed in Acts 20:28, I Timothy 3:1, and I Peter 5:2.

3. Character: An Elder must be blameless, above reproach, an example to follow, husband of one wife (a

one-woman kind of man), temperate, self-controlled, not given to drunkenness or excess, humble, respectable, gentle, not quarrelsome or rebellious, not a lover of money, not pursuing dishonest gain, upright, holy, disciplined and have a good reputation with outsiders as expressed in I Timothy 3:1-7, Titus 1:7-8; I Peter 5:2-3.

4. Capabilities: Experienced, gifted by the Holy Spirit to teach and exhort others and refute false teaching,

manages his family well, hospitable and a prayer warrior as expressed in I Timothy 3:2, Titus 1: 8, and James 5:14.

5. Duties: Provide spiritual oversight including ensuring the theological, doctrinal, and moral leadership of the

church is biblically accurate, have the ability to confront false teaching and behaviors that are inconsistent with biblical truth, and encourage and assist the Senior Pastor’s own spiritual journey. Be able to shepherd the flock including lead the church, teach and preach the word, provide discipline when needed pursuant to Matthew 18 and pray for the church. Finally, an Elder is to guide the strategies and the ministries of the church, provide accountability to the senior pastor, and evaluate the giftedness of church members and delegate responsibilities accordingly.

SECTION 2. Number The business and affairs of this Corporation shall be managed and controlled by a Board of Elders of at least seven (7) but no more than nine (9) men (including the Senior Pastor) who have been elected as Elders. The Senior Pastor shall serve as an ex officio voting member of the Board of Elders. SECTION 3. Election and Term Effective as the date of this Second Restatement and Amendment, the initial Board of Elders shall be those recommended by a nominating committee consisting of the Senior Pastor and the three deacon officers and elected by the members, and said committee shall accept recommended nominees for Elder from members of the Church. Thereafter, the Elders shall be nominated by a committee selected by the Senior Pastor and Elders who shall accept recommended nominees for Elder from the members of the Church. Election of Elders shall be at a duly noticed membership meeting. Each Elder shall serve for a term of three years from the date of election and shall be eligible for reelection to additional terms, except as provided

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hereafter in this paragraph. Elders shall not be eligible for reelection to the Board for a period of one year after they have completed two consecutive three year terms of service on the Board unless as otherwise provided, except for the Senior Pastor who shall continue to serve as long as he serves as Senior Pastor. Those elected as officers shall be permitted to finish their officer term after which they must wait at least one year before serving as a member of the Board or officer again subject to the same term limit described above. Those Elders or officers completing the unexpired term of another Elder or officer shall be permitted to finish that unexpired term and then serve two more consecutive three year terms as Elder or officer, after which they must wait at least one year before so serving again subject to the same term limit described above. The first elected Elders and officers shall be assigned different term limits and anniversary dates at the discretion of a majority of the Board of Elders to avoid excessive turnover of the Board of Elders and officers during the initial terms. As of the effective date of this Second Amendment and Restatement and thereafter, the Board of Elders shall have the right to change these applicable term limits by board resolution in order to meet the requirements of the corporation, achieve corporate continuity, and, to the extent possible, achieve equal numbers of Elders continuing and departing because of these term limit requirements. Any changes in terms shall be approved by the membership. All officer and board terms shall end at the regular board meeting in September on the last year of said terms or on September 30 th of that year should no regular September board meeting be held. SECTION 4. Regular Meetings of the Board The regular meetings of the Board of Elders shall be held monthly on the first Thursday of each month at North Phoenix Baptist Church or at a different time and location where properly noticed. The specific dates and location will be provided in the notice to the Elders. Initially the Board of Elders and officers shall be selected and ratified as soon as practical. SECTION 5. Organizational Meetings of the Board The organizational meeting shall be held to elect the officers of the Board of Elders and such other business deemed necessary by the Board of Elders. The first organizational meeting shall be held as soon as practical after the election of the initial Board of Elders. Thereafter the organizational meetings shall be held three (3) years from the date of first election on the first Thursday of September every third year or at a different time properly noticed to the Elders.

SECTION 6. Special Meetings Special meetings of the Elders may be held whenever called by the President of the Board, or by a majority of the Board. By the unanimous consent of the Elders, special meetings of the Board may be held without call or notice at any time or place. Otherwise, notices of special meetings shall be given as provided in Article VII, Section 3 of these Bylaws. SECTION 7. Quorum A quorum for the transaction of business at any meeting of the Elders shall consist of a majority of the Elders at the time in office, but a majority of those present at the time and place of any regular or special meeting, although less than a quorum, may adjourn from time to time without notice until a quorum may be had. The vote of a majority of the Elders present at a meeting at which a quorum is present, in favor of or against a proposition, including election of Elders, shall prevail except as may be otherwise provided by statute, the Articles of Incorporation, or the Bylaws.

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SECTION 8. Conduct of Meetings At al At all meetings of the Board of Elders, the President of the Board, or in his absence or if for any reason he should decline

to so act, Vice President or otherwise a Chair chosen by the other Elders present, shall preside. Those attending all meetings of the Board of Elders shall be the Elders and those invited to attend said meetings by the Board President or presiding officer of said meeting. The Board President or presiding officer shall have the right to declare an executive session of the Board permitting only Elders to be in attendance at those times.

SECTION 9. Committees The standing committees of the Church shall be the Committee on Committees, Personnel, Stewardship and Missions. Except as otherwise indicated in these Bylaws, committee members need not be Elders. The President of the Board of Elders may serve as an ex officio member on any committee with the right to vote. Committee members of the Committee on Committees shall be selected by the Elders from the entire church membership and all standing committee members shall be selected by the Committee on Committees and ratified by the Board of Elders and the membership. Nothing in these Bylaws shall prohibit the Board from renaming these committees, separating the committees into separate committees, or including as subcommittees of other committees as deemed appropriate. From time to time, the Elders may appoint such other committees for any purpose or purposes, with such powers as may be specified in the resolution of appointment. A quorum for the transaction of business at any meeting of a committee shall consist of a majority of the committee at the time in office, but a majority of those present at the time and place of any committee meeting, although less than a quorum, may adjourn from time to time without notice until a quorum may be had. The vote of a majority of the committee members present at a meeting at which a quorum is present, in favor of or against a proposition, shall prevail except as may be otherwise provided by statute, the Articles of Incorporation or the Bylaws. SECTION 10. Compensation Except as may be otherwise determined by the Elders, neither the Elders nor members of committees appointed by the Board of Elders shall receive compensation for their services as Elders or committee members, except the Senior Pastor and other staff who are entitled to their regular compensation as staff and for out of pocket expenses such as travel and lodging according to policies determined by the Board. SECTION 11. Actions of the Board

The Board of Elders may act by duly recorded motions except in those situations where action by resolution may be required by law or for any other purpose. In addition, a resolution or motion approved in writing by all members of the Board of Elders shall be deemed to be actions by such Board to the effect therein expressed, with the same force and effect as if the same had been duly passed by the same vote at a duly convened meeting, and it shall be the duty of the Secretary of the Corporation to record such resolution or motion in the minute book of the Corporation under its proper date as action of the Board binding upon the Corporation as of its date. SECTION 12. Removal and Vacancies Any Elder may be removed by the Board of Elders whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights of any of the persons so removed and shall require a vote of the majority of all the Elders serving at that time. An Elder vacancy because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Elders for the unexpired portion of the term with the approval of the members.

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SECTION 13. Notice. Notice to Board of Elder meetings shall be given not less than 10 days before and not more than 60 days before the meeting. Notice may be in writing, e-mail, fax, or orally communicated by telephone except as otherwise required by these Bylaws or by Arizona law.

Article IX Officers

SECTION 1. Number, Election and Term of Office The officers of the Church shall be a President, one or more Vice Presidents, Secretary, and a Treasurer, each of whom shall be elected by the Board of Elders. Such other officers and assistant officers, as may be deemed necessary, may be elected or appointed by the Board of Elders. Any two or more offices may be held by the same person, except the offices of President and Vice President. The officers of the Corporation to be elected by the Board of Elders shall be elected to a term of two years at the annual meeting of the Board of Elders and may be reelected for additional terms. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office for two (2) years or until his successor is elected or appointed and qualified or until his death or until he resigns or is removed in the manner hereinafter provided. The President, Vice President, Secretary and Treasurer shall be members of the Board of Elders. Any other officers designated may be non-Elders but must be members of the church. SECTION 2. Removal and Vacancies Any officer may be removed by the Board whenever in its judgment the best interests of the Church would be served thereby, but such removal shall be without prejudice to the contract rights of any of the persons so removed. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Elders for the unexpired portion of the term. SECTION 3. Powers and Duties The powers and duties of the several officers shall be as provided from time to time by resolution or other directive of the Board of Elders. In the absence of such provisions, the respective officers shall have the powers and shall discharge the duties hereinafter specified: President

The President shall exercise general supervision over the property and affairs of the Church. Said officer shall sign on behalf of the church all certificates of stock, deeds of conveyance, mortgages, documents of indebtedness, and contracts of material importance to the Church's business and shall do and perform all acts and things which the Board of Elders may require of the President. Said officer shall preside at meetings of the Board of Elders.

Vice President The Vice President shall be the chief assistant to the President and shall perform such duties as said officer may be directed so to do by the President and shall have all rights and powers granted to any Vice President, provided, however, that in the absence or disability of the President, the duties of that office shall be performed by the Vice President.

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Other Vice Presidents

All other Vice Presidents as created and elected by the Board shall perform such duties as they may be directed so to do by the President and shall be designated Second Vice President, Third Vice President in order of their authority. In the case of absence or disability of the President, and First Vice President, the duties of the office of the President shall be performed by the Second Vice President or next Vice President so in line. Vice Presidents shall also perform such other duties as the Board of Elders may impose upon them from time to time.

Secretary

The Secretary shall keep the minutes of proceedings of the Board of Elders. The Secretary shall keep such other books and records as the Bylaws or Board of Elders may require of the Secretary from time to time, and the Secretary shall be the custodian of the seal of the corporation and shall affix the seal to all papers and instruments requiring same. It shall be the Secretary's duty to give and serve all notices for the Church as directed by the President or required by the Bylaws. The Secretary shall when required, sign with the President or other authorized officers of the Corporation, all contracts authorized by the Board of Elders and the Secretary shall sign with the President or Vice President, certificates of stock and shall perform such other services and duties as the Board of Elders may impose upon the Secretary from time to time.

Assistant Secretary An Assistant Secretary may be appointed at the discretion of the Board who shall perform such duties as may be assigned by the Secretary, the President, or the Board of Elders, and in the event of the Secretary's absence or inability to act shall perform the duties and functions of Secretary. An employee holding any position in the Church, other than the President, may also be appointed as an Assistant Secretary.

Treasurer

The Treasurer shall have the custody and control of all funds of the Church and, when requested by the President so to do, shall report the state of finances of the Church at each regular or special meeting of the Elders. The Treasurer shall develop for the approval of the Board of Elders proper procedures for endorsement, check writing, payment of obligations, safeguarding for preventing defalcation and such other financial procedures requested by the Board of Elders. The treasurer shall be an ex officio voting member of the Stewardship Committee.

Assistant Treasurer An Assistant Treasurer may be appointed who shall perform such duties as may be assigned by the Treasurer, the President, or the Board of Elders, and in the absence or disability of the Treasurer, the duties of the office shall be performed by the Assistant Treasurer. Said officer may also hold such other position in the Church as may seem proper to the Board of Elders.

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Article X Deacons

SECTION 1. Purpose, Qualifications and Duties of Deacon Service

The deacons are a body of servant-leaders elected by the church members to assist the Senior Pastor, Pastoral Staff and the Elders in meeting the physical and spiritual needs of the church and the community.

The requirements for deacon service are based on both biblical qualifications and limitations based on church organization. The deacons have no authority except that which is conferred by the Articles of Incorporation and Bylaws of the Church and otherwise granted by the specific action of the members within the Articles of Incorporation and Bylaws of the Church. For members to be considered for election as deacon, they must be an active member of the Church for the previous two (2) years and faithful in attendance, attitude, spiritual influence, stewardship and service in other areas of the church. He must meet the biblical qualifications stated below and is not a staff member of the church except as otherwise stated in these Bylaws.

1. Qualifications: A deacon must be an active member of this church and possess the qualifications listed in

I Timothy 3:8-13.

2. Calling: A deacon must deserve recommendation of the church based on the candidate’s reputation, spirit-filled life and wisdom as expressed in Acts 6:3.

3. Character: Based on Timothy 3:8-16, a deacon is worthy of respect, sincere, tested over time, not

indulging in too much wine, not pursuing dishonest gain, holds fast to the Truth with a sound theology. Deacons should be faithful in their marriage, manage their families well, be worthy of respect, temperate, clear minded, controlled in all things including their tongues, not be gossips, trustworthy and reliable.

4. Capabilities: A deacon must have a willingness to serve, be an experienced leader, possessing a variety

of the gifts of the Holy Spirit including wisdom, discernment, administration, and hospitality.

5. Duties: A deacon serves under the authority of the Board of Elders, meets the physical and spiritual needs of the church and exercises their spiritual gifts to advance the Gospel. Their primary focus is to provide support to the Senior Pastor, and ministerial staff so they can stay focused on prayer and teaching as expressed in Acts 6:1-7.

SECTION 2. SECTION 2. Number and Term

The Senior Pastor and Deacon Chair shall determine the number of active deacons needed to assist the Senior Pastor and the senior ministerial staff in ministering to the church members.

The deacons shall serve a three year term unless otherwise requested by the Senior Pastor and the deacon officers, with a maximum of four years. At the end of their term, deacons shall rotate off the active deacon body for a period of at least one year. Deacons, who so rotate off, will then be eligible for nomination to serve a new term.

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SECTION 3. Election Process

Deacons shall be elected as follows:

a. Deacon nominations will be made through the Bible Study ministry of the Church, the Diaconate, and the senior ministerial staff.

b. Senior ministerial staff shall authorize a staff person to screen each nominee for membership, regular Bible

Study attendance and consistent giving. The deacon screening committee, composed of the present deacon officers, and the Senior Pastor will further evaluate the nominees with attention to the biblical qualifications listed in Section 1 of this Article. After the evaluation process is completed, the screening committee will prepare a final list of nominees and will invite those remaining candidates to a “Consideration of Deacon Ministry” meeting to be directed by the Senior Pastor and Deacon Chair. A final list of nominees who have agreed to serve as deacons will then be brought to the Diaconate for approval, and then be presented for approval and election by the Church members at a duly noticed members’ meeting.

SECTION 4. Deacon Officers, Organization, Meetings and Removal

1. Officers: Deacon officers shall consist of the Chair, Vice Chair, and Secretary. In April of each year the active body of deacons shall elect from its members for the forthcoming year a nominating committee. This committee shall present a list of men to be considered by the active deacon body for election as deacon officers. The deacon officers shall be elected prior to the August deacon meeting. The deacon officers shall serve during the forthcoming church year.

2. Organization: The deacon officers may divide the active deacon body into smaller teams for increased

efficiency and accountability. Each team shall have a team leader. Team leaders shall be appointed by the deacon chairman and affirmed by the majority vote of the deacons in attendance at a regularly scheduled meeting. The deacon officers and team leaders constitute the deacon council.

3. Meetings:

a. The deacon body may meet monthly or as regularly as the Senior Pastor and Deacon Chair

determines. b. The time and place for the meetings shall be determined by the Senior Pastor and the Deacon

Chair at the beginning of each church year. A meeting may be postponed or rescheduled with a seven-day notice by the Pastor or Deacon Chair.

c. Special deacon meetings may be called by the Senior Pastor and/or the Deacon Chair with not

less than seven (7) days notice. Notice of such special meeting shall be given by distribution of written notice and oral announcement to deacons in attendance at a regular Sunday morning worship service. Notice in the Sunday morning bulletin shall satisfy the requirement for written notice. In the event notice is less than seven (7) days, a written waiver signed by a majority of the deacons attending the meeting shall constitute a valid waiver of less than the seven (7) day notice.

d. The deacons shall meet on the church property unless otherwise agreed to by the Senior

Pastor and the deacon officers.

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e. A quorum for all deacon meetings shall be a majority of the active deacons. A quorum for the

transaction of business at any meeting of the deacons shall consist of a majority of the deacons at the time in office, but a majority of those present at the time and place of any meeting of the deacons, although less than a quorum, may adjourn from time to time without notice until a quorum may be had. The vote of a majority present at a meeting at which a quorum is present, in favor of or against a proposition, shall prevail except as may be otherwise provided by statute, the Articles of Incorporation, or the Bylaws.

4. Removal of Deacons:

Any deacon may be removed by a majority vote of the deacon officers and the Board of Elders whenever in its judgment the best interest of the Church would be served thereby, but such removal shall be without prejudice to the contract rights of any of the persons so removed. A vacancy because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Elders for the unexpired portion of the term with the approval of the membership.

Article XI


SECTION 1. SECTION 1. Selection of Senior Pastor and Ministerial Staff Members

The Senior Pastor of the Church shall be called by the members at a duly noticed membership meeting. All other ministerial staff members of the Church shall be presented to the Church by the Senior Pastor and the Elders. Each shall serve at the pleasure of the Senior Pastor and the Elders.

SECTION 2. Removal

Removal of the Senior Pastor or a ministerial staff member shall not occur without first every reasonable effort having been made by the Elders, the Personnel Committee and other members of the pastoral staff to assist with guidance and counseling. The removal shall at all times be in compliance with Matthew 18:15-17.

The Senior Pastor may be removed only by a majority vote of the members present and voting at any duly noticed regular or special called membership meeting. Other ministerial staff members may be removed, with or without cause, by the Senior Pastor and the Board of Elders. The removal shall at all times be in compliance with Matthew 18:15-17.

SECTION 3. SECTION 3. Vacancies in Offices

In case of a vacancy in the office of the Senior Pastor, the Board of Elders shall nominate a Pastor Search Committee. The Pastor Search Committee shall consist of not less than five (5) nor more than nine (9) church members. The President then serving shall be a member of the Pastor Search Committee. The remaining members shall be nominated by the Board of Elders and approved by a majority of the church members attending any regular or specially called meeting duly noticed per Article VII herein.

The Pastor Search Committee shall bring to the Church only one name at a time in view of a call. Election shall be by written ballot at a duly noticed membership meeting per Article VII herein. A majority of members who are present and voting is necessary to extend a call, subject to Article VII, Section 5.

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Article XII Indemnification of Officers, Employees and Other Agents

SECTION 1. The Church shall indemnify, to the extent permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Church) by reason of the fact that said person is or was an elder, deacon, officer, employee, member, committee member, or agent of the Church, or is or was serving at the request of the Church as officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Church, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Church and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 2. The Church shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Church to procure a judgment in its favor by reason of the fact that he is or was an elder, deacon, officer, employee, member, committee member or agent of the Church, or is or was serving at the request of the Church as an elder, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Church and except that no indemnification shall be made in respect of any claim, issues or matter as to which such person shall have been adjudged to be liable to the Church unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which such court shall deem proper.

SECTION 3. To the extent that an elder, deacon, officer, employees, members, committee members, or agent of the Church has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expense (including attorneys’ fees actually and reasonably incurred by him in connection therewith). SECTION 4. Any indemnification under Sections 2 and 3 of this section (unless ordered by a court) shall be made by the Church only as authorized in the specific case upon a determination that indemnification of an elder, deacon, officer, employee, member, committee member, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made (1) by the active Board of Elders by a majority vote of a quorum consisting of those who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of the active body of the Board of Elders so directs, by independent legal counsel in a written opinion, or (3) by the Members.

SECTION 5. Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Church in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Section 4 of this Article upon receipt of an undertaking by or on behalf of the elder, deacon, officer, employee, member or committee member, or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Church as authorized in this section.

SECTION 6. The indemnification provided by this section shall not be deemed exclusive of any other rights to which those

benefitted may be entitled under any bylaw, agreement, insurance, vote of members or corporate officers or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a

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person who has ceased to be a corporate officer, employee or agent and shall inure to the benefit of the heirs, spouses, executors and administrators of such a person. Any payments by insurance shall be credited to indemnification amounts determined hereunder.

SECTION 7. The elders, deacons, officers, employees, members, committee members or agents of the Church shall have no liability for damages to the Church or its Members unless the actions of the corporate elders, deacons, officers, employees, members, and committee members of the Church or agents were not in good faith, involved in intentional misconduct or a knowing violation of law, or are of such a nature and character that the law does not permit a limit on the corporate officer ’s liability.

Article XIII Church Finances

SECTION 1. SECTION 1. Annual Budget The Stewardship Committee, in conjunction with an Executive Pastor designated by the Board of Elders and the Church

Treasurer, shall prepare and submit to the Church for approval an all-inclusive budget, indicating by items the amount allocated for all local and world-wide expenses.

SECTION 2. SECTION 2. Handling of Church Funds All funds and gifts in kind from all sources shall be recorded and received through the Church Finance office and properly

recorded on the books of the Church.

SECTION 3. Church Fiscal Year

The fiscal year of the Church shall run from October 1 through September 30.

SECTION 4. Third-Party Disbursements Funds designated by the donor to the benefit of an individual, or to an organization not included in the regular Church

budget, will be returned to the donor. No contribution credit will be given.

Article XIV

Records and Reports

The Church shall maintain the following records and reports:

1. Accurate and correct books and records of accounts of all assets and liabilities of the Church; and

2. Written minutes of the membership and committee meetings; and

3. A record of the members of the Church, setting forth the members’ names and addresses; and

4. Contribution statements for contributors. All such records shall be kept at the Church’s principal office.

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Article XV

Church Year

The Church organization year shall begin October 1.

Article XVI

Construction and Definitions

Unless the context requires otherwise, all words in this instrument used in the singular shall include the plural and vice versa; the general provisions, rules of construction, and definitions in the Arizona Non-Profit Corporation Act shall govern the construction of these Bylaws.

Article XVII

Amendments to the Bylaws

Subject to the provisions of the Arizona Nonprofit Corporation Act, these Bylaws or any provision of them may be altered, amended or repealed, and new Bylaws may be adopted by a majority of the members present and voting at any duly noticed special or regular membership meeting.

CERTIFICATE OF SECRETARY

I, the undersigned certify that I am the presently elected and acting Secretary of the NORTH PHOENIX BAPTIST CHURCH, an Arizona Nonprofit Religious Corporation, and that the Bylaws, consisting of 17 pages, are the Bylaws of this Church as adopted by a vote of the members of the Church on August 17, 2014. Executed at Phoenix, Arizona, this ____ day of _____________.

Secretary

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FIRST AMENDED AND RESTATED BYLAWS

OF NORTH PHOENIX BAPTIST CHURCH

Page 1 of 10

DATE: 8-25-2004 -2001

INDEX

ARTICLE/SECTION PAGE

ARTICLE I Name and Principal Office 3

ARTICLE II Purpose 3

ARTICLE III Statement of Faith 3

ARTICLE IV Ordinance 3

ARTICLE V Affiliation 3

ARTICLE VI Church Membership 3

SECTION 1 General 3

SECTION 2 Qualification for Membership 3

SECTION 3 Designation of Membership 4

SECTION 4 Responsibilities of Membership 4

SECTION 5 Voting Rights of Membership 4

SECTION 6 Removal from Membership 4

ARTICLE VII Membership Meetings 4

SECTION 1 Place 4

SECTION 2 Meetings 5

SECTION 3 Special Meetings 5

SECTION 4 Notice Requirements for Membership Meetings 5

SECTION 5 Quorum 5

SECTION 6 Moderator and Clerk 5

ARTICLE VIII Corporate Officers and Directors 5

SECTION 1 Corporate Officers 5

SECTION 2 Board of Directors 6

ARTICLE IX Deacons 6

SECTION 1 Purpose and Role of Deacon 6

SECTION 2 Number and Term 6

SECTION 3 Election Process 6

SECTION 4 Deacon Officers, Organization, and Meetings 7

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Page 2 of 10

DATE: 8-25-2004 -2001

INDEX (CONTINUED)

ARTICLE X Committees 7

SECTION 1 7

SECTION 2 7

SECTION 3 7

SECTION 4 7

SECTION 5 7

SECTION 6 8

SECTION 7 8

ARTICLE XI Senior Pastor and Ministerial Staff Members 8

SECTION 1 Selection of Senior Pastor and Ministerial Staff 8

SECTION 2 Removal 8

SECTION 3 Vacancies in Offices 8

ARTICLE XII Indemnification of Officers, Employees, and Other Agents 8

SECTION 1 8

SECTION 2 8

SECTION 3 8

SECTION 4 9

SECTION 5 9

SECTION 6 9

SECTION 7 9

ARTICLE XIII Church Finances 9

SECTION 1 Annual Budget 9

SECTION 2 Handling of Church Funds 9

SECTION 3 Church Fiscal Year 9

SECTION 4 Third-Party Disbursements 9

ARTICLE XIV Records and Reports 9

ARTICLE XV Church Year 9

ARTICLE XVI Construction and Definitions 10

ARTICLE XVII Amendments to Bylaws 10

CERTIFICATE OF SECRETARY 10

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An Arizona Nonprofit Religious Corporation

The Bylaws set forth herein amend and restate, in their entirety, the Constitution

and Bylaws which were adopted in July, 1968. They also replace

the Guidelines of Faith and Practice dated June 12, 1968.

ARTICLE I


The name of the Corporation is NORTH PHOENIX BAPTIST CHURCH. This Corporation will be further referred to in these

Bylaws as the “Church”. The Church maintains its principal office at 5757 North Central Avenue, Phoenix, Maricopa County,

Arizona.

ARTICLE II

Purpose

As a New Testament church that holds the New Testament as the sole authority in matters of faith and practice, the purpose of the

Church is to introduce people to Jesus Christ and help them grow to be like Him. (Matthew 28:18-20).

This Church seeks to fulfill this purpose by providing opportunities for spiritual, physical, and social development, as well as the

Christian aspects of intellectual and cultural opportunities.

ARTICLE III

Statement of Faith

We affirm the Holy Bible as the inspired Word of God, and as the only basis for our beliefs. This Church adopts the 1963 edition of

“The Baptist Faith and Message” as an affirmation of basic Christian beliefs, and as a general statement of our faith.

ARTICLE IV

Ordinances

The two ordinances of the Church are baptism by immersion, acknowledging Jesus Christ as Lord and Savior, and partaking of the

Lord’s Supper in remembrance of Jesus Christ, the bread being symbolic of his body and the cup symbolic of his blood.

ARTICLE V

Affiliation

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

Recognizing, however, the benefits of cooperation with other churches in world missions, this Church voluntarily affiliates with the

Southern Baptist Convention in its national, state and local expressions. The Church may cooperate also with other entities that share

our purpose.

ARTICLE VI

Church Membership

SECTION 1: General

Membership in this Church shall consist of all persons who have met the scriptural qualifications for membership and are listed on

the church membership roll.

SECTION 2: Qualification for Membership

The Church shall receive as members:

1. Those who make a public profession of their faith in the Lord Jesus Christ as personal Savior, have been baptized by

immersion, and are in agreement with this Church’s Statement of Faith, Purpose, and Polity; or

2. Those who come from other Baptist churches of like faith and practices on a letter indicating they are in good standing

and fellowship; or

3. Those who, because of circumstances beyond their control, are not able to obtain letters from another Baptist church but

give satisfactory statements of their experiences with Jesus Christ as personal Savior; or

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4. Those who have a conscious salvation experience with Jesus Christ as personal Savior, followed by non-sacramental

baptism by immersion; and those who, with a personal salvation experience, but without baptism by immersion, are

baptized into this fellowship.



SECTION 3: Designation of Membership

In an effort to properly reflect the membership of the Church, a membership roll shall be maintained. The membership roll shall be

updated annually.

SECTION 4: Responsibilities of Membership

As the body of Christ at North Phoenix we agree to:

a. Unite in growing spiritually, giving generously, and going faithfully to introduce people to Jesus Christ.

b. Live in unity of the Spirit through the bond of peace and to create a community of encouragement as we fulfill the mission

of Jesus Christ.

c. Be active in Bible Study, fellowship and ministry with a small group of believers.

d. Financially support the ministries of the Church joyfully and in a God-honoring manner.

e. Use our gifts and abilities in the ministries of the Church.

f. Apply and abide by the Church’s membership covenant.

SECTION 5: Voting Rights of Membership

1. The authority for business and affairs of the Church shall be vested in the members assembled for conducting Church

business, and called in accordance with Article VII.

2. Every Member shall have the right to vote on the business and affairs of the Church, including but not limited to the

following: the calling and/or termination of the Senior Pastor; the election of deacons; the annual budget of the Church;

the purchase of, sale of, encumbrance of, or disposition of Church real property; the merger, joint venture, sale, or

dissolution of the Church; all indebtedness in excess of two-hundred and-fifty thousand dollars ($250,000); amendments

to the Articles of Incorporation or Bylaws of the Church.

3. Members are expected to vote in person. However, voting by proxy or absentee ballot will be accepted when

circumstances beyond the member’s control prevent attendance at the meeting.

SECTION 6: Removal from Membership


1. Death

2. By letter requesting transfer of membership to another church of like faith and order.

3. By written personal request of the member.

4. Upon becoming affiliated with a church of another faith or denomination.

5. Removal for cause; such removal shall not occur without first every reasonable effort being made by the Senior Pastor, the

pastoral staff, and the deacons to assist the member with guidance and counseling. The removal from membership shall at

all times be in compliance with Matthew 18:15-17, and the process set forth in this paragraph. The member shall be

removed by a vote of two-thirds of the active deacon body in attendance at a duly noticed regular or specially called

deacon meeting. A quorum for such special or a regular deacon meeting shall consist of at least fifty-one percent (51%) of

the active deacon body.

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ARTICLE VII

Membership Meetings

SECTION 1: Place

Meetings of the members shall be held on the Church property or at such other place or places as may be designated by the

Senior Pastor, senior ministerial staff, and/or the deacon chairman.

SECTION 2: Meetings


2. A general annual meeting of the members shall be held on the second or third Wednesday of September of each year at such

time as may be determined by the senior ministerial staff. The purpose of this meeting shall be to adopt the Church’s

annual budget. Subject to Section 4 of this Article, other business matters may be conducted at this meeting.

SECTION 3: Special Meetings

Special meetings may be called at any time by the Senior Pastor, the senior ministerial staff, and/or the deacon chairman for any

purpose by giving notice to the members in accordance with Section 4 of this Article, and designating the purpose of the special

meeting.

SECTION 4: Notice Requirements for Membership Meetings

1. General Requirements. Whenever members are required or permitted to take any action at a meeting, notice of the date,

place, time and purpose (including, but not limited to the specific items set forth in paragraph 3 of this Section 4) of the

meeting shall be given to members at least 10 days and not more than 60 days prior to the scheduled meeting date.

2. Notification. Notification of membership meetings shall be given by distribution of written material and an oral

announcement to the members in attendance at a regularly scheduled worship service. Notification in the regularly

scheduled worship service bulletin(s) shall satisfy the requirement for written notice.

3. Notice of Certain Agenda Items. Action by the members on any of the following proposals is valid only after written

notice which specifies the nature of the proposal:

a. Calling the Senior Pastor;

b. Removing the Senior Pastor; c. Amending the Articles of Incorporation; d. Adopting, amending or repealing Bylaws; e. Disposing of all or substantially all of the Church’s assets; f. Adopting or amending a merger agreement; or g. Approving the action to dissolve the Church;

h. Approving the purchase of real property and/or indebtedness in excess of two-hundred and fifty-thousand dollars

($250,000);

i. Sale and/or disposition of all or any part of the church campus located on the southeast corner of Central Avenue and Bethany Home Road, which is described in Exhibit A, attached.

SECTION 5: Quorum

Those members who are present and voting at a meeting duly noticed and called shall constitute a quorum of the membership

for the transaction of business. Robert’s Rules of Order will be used as guidelines for decency and order with deference to

grace.

SECTION 6: Moderator and Church Clerk

The Senior Pastor shall act as moderator. In his absence, the Deacon Chairman shall preside. In his absence, the Vice Chairman

shall preside. In the absence of all three of the aforementioned persons, the Church Clerk shall call the church to order and the

acting Moderator shall be elected.

The Church Clerk shall be appointed annually by the Senior Pastor.

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ARTICLE VIII

Corporate Officers and Directors

SECTION 1: Corporate Officers

The corporate officers of President, Vice President and Secretary shall be the following deacon officers, respectively: the

Chairman, Vice Chairman and Secretary of the present active deacon body. Legal instruments, documents, and other

instruments requiring signatures of the Corporation shall be signed by the President or Vice President, and the Secretary.

Title to all Church property shall be held in the name of the Corporation. The corporate officers/deacon officers shall have no

power to buy, sell, mortgage, lease, or transfer any of the church campus located on the southeast corner of Central Avenue and

Bethany Home Road without specific vote by the church members. The corporate officers/deacon officers shall sign all legal

documents on behalf of the church where such signatures are required by law as set forth above.

SECTION 2: Board of Directors

The deacon officers and team leaders shall act as the Corporate Board of Directors.

ARTICLE IX

Deacons

SECTION 1: Purpose and Role of Deacon

The deacons are a body of spiritual servant-leaders elected by the Church members to assist the Pastor in the spiritual leadership

of the members. The deacons have no authority except that which is conferred in these Bylaws or otherwise granted by specific

action of the members.

SECTION 2: Number and Term

The Senior Pastor and Deacon Chairman shall determine the number of active deacons needed to assist the Senior Pastor and

the senior ministerial staff in ministering to the church members.

The deacons shall serve a three-year term unless otherwise requested by the Senior Pastor and the deacon officers, with a

maximum of four years. At the end of his term, every deacon shall rotate off the active deacon body for a period of at least one

year. The deacon will then be eligible for nomination to serve a new term.

SECTION 3: Election Process


a. Deacon nominations will be made through the Bible Study ministry of the Church, the Diaconate, and the

senior ministerial staff.

b. Senior ministerial staff shall authorize a staff person to screen each nominee for regular Bible Study attendance

and consistent giving. The deacon screening committee, composed of the present deacon Chairman and deacon

Officers, with the Senior Pastor will further evaluate the nominees with attention to church membership,

attendance, attitude, spiritual influence, stewardship, service in other areas of the church, and the basic

requirements listed below. After the evaluation process is completed, the screening committee will prepare a

final list of nominees and will invite those remaining candidates to a “Consideration of Deacon Ministry”

meeting to be directed by the Senior Pastor and Deacon Chairman. A final list of nominees who have agreed to

serve as deacons will then be brought to the Diaconate for approval, and then be presented for approval and

election by the members at a duly noticed members’ meeting.

c. The basic requirements for a deacon (and his wife) are found in l Timothy 3:8-13 and

Acts 6:1-7 (NIV), namely:

1. Of good character, sincere, worthy of respect.

2. Not double-tongued and not indulgent of too much wine.

3. Not greedy for money or pursuit of dishonest gain.

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4. Holds the revealed truth in good conscience.

5. Tested by service, proved and found blameless.

6. The deacon’s wife should be worthy of respect, not a gossip or malicious talker, temperate and

trustworthy.

7. Manages his family well.

8. Known to be full of faith, the Holy Spirit, and wisdom.

d. Some specific additional requirements for a North Phoenix deacon are:

1. Membership of the Church for a minimum of two years, unless previously ordained in another

Southern Baptist church, in which case the membership requirement at North Phoenix shall be a

minimum of one year.

2. Not serving as a staff member of the Church.

3. A tither to the Lord through the Church, and faithful in biblical stewardship of time, talent,

possessions and testimony.

4. Supports the services of the church, including prayer and regular attendance.

5. Supports the pastoral ministry of the Church.

SECTION 4: Deacon Officers, Organization, and Meetings

1. Officers. Deacon officers shall consist of the Chairman, Vice-Chairman, and Secretary. In April

of each year the active body of deacons shall elect from its members for the forthcoming year a nominating committee. This

committee shall present a list of men to be considered by the active deacon body for election as deacon officers. The deacon

officers shall be elected prior to the August deacon meeting. The deacon officers shall serve during the forthcoming church year.

2. Organization. The deacon officers may divide the active deacon body into smaller teams for increased efficiency and

accountability. Each team shall have a team leader. Team leaders shall be appointed by the deacon chairman and affirmed by

the majority vote of the deacons in attendance at a regularly scheduled meeting. The deacon officers and team leaders constitute

the deacon council.

3. Meetings.

a. The deacon body shall meet monthly.

b. The time and place for the monthly meetings shall be determined by the Senior Pastor and the Deacon

Chairman at the beginning of each church year. A meeting may be postponed or rescheduled with a seven-day

notice by the Pastor or Deacon Chairman.

c. Special deacon meetings may be called by the Senior Pastor and/or the Deacon Chairman with not less than

seven (7) days notice. Notice of such Special Meeting shall be given by distribution of written notice and

oral announcement to Deacons in attendance at a regular Sunday morning Worship Service. Notice in the

Sunday morning bulletin shall satisfy the requirement for written notice. In the event notice is less than seven

(7) days, a written waiver signed by a majority of the deacons attending the meeting shall constitute a valid

waiver of less than the seven (7) day notice.

d. The deacons shall meet on the church property unless otherwise agreed to by the Senior Pastor and the deacon

officers.

ARTICLE X

Committees

SECTION 1. A Committee on Committees shall enlist members to serve on various committees within the Church. A committee to

nominate members for the Committee on Committees shall consist of the following and shall be called the Nominating Committee. It

shall be composed of the Senior Pastor, or his representative, and the deacon chairman, plus representatives from the following

ministries:

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a. Senior Adult Bible Study

b. Median Adult Bible Study

c. Young Adult Bible Study

d. Singles Adult Bible Study

e. Student Bible Study

f. Children’s Bible Study

g. Preschool Bible Study

SECTION 2. The Senior Pastor and deacon officers shall consult with each of the above ministerial areas for a person to serve on the

Nominating Committee. The Senior Pastor and deacon officers shall select a representative from each of the above ministerial

areas to serve on the Nominating Committee.

SECTION 3. All church committee members shall be nominated by the Committee on Committees and approved by a majority vote

of the church members at any regular or specially called business meeting of the church. The Deacon Chairman shall be an ex-

officio member of each church committee.

SECTION 4. The Committee on Committees shall determine each church year which committees are needed and will nominate

church members for each committee.

SECTION 5. Each Committee recommended by the Committee on Committees shall be approved by a majority vote of the church

members present at any regular or specially called business meeting of the church.

SECTION 6. The Committee on Committees shall consist of not less than nine (9) and not more than twelve (12) members.

SECTION 7. Each committee shall function as set forth in the Committee Handbook, which shall be updated annually and kept by

the church clerk, or designee.

ARTICLE XI


SECTION 1. Selection of Senior Pastor and Ministerial Staff Members

The Senior Pastor of the Church shall be called by the members at a duly noticed membership meeting. All other ministerial staff

members of the Church shall be recommended to the Church by the Senior Pastor and the Personnel Committee, and employed

by action of the Church. Each shall serve at the pleasure of the Senior Pastor and the Personnel Committee.

SECTION 2: Removal

Removal of the Senior Pastor or a ministerial staff member shall not occur without first every reasonable effort having been made

by the deacon officers, the Personnel Committee and other members of the pastoral staff to assist with guidance and counseling.

The removal shall at all times be in compliance with Matthew 18: 15-17.

The Senior Pastor may be removed only by a majority vote of the members present and voting at any duly noticed regular or

special called membership meeting. Ministerial staff members may be removed, with or without cause, by the Senior Pastor and

the Personnel Committee. The removal shall at all times be in compliance with Matthew18: 15-17.

SECTION 3: Vacancies in Offices

In case of a vacancy in the office of the Senior Pastor, the Committee on Committees shall nominate a Pastor Search Committee.

The Pastor Search Committee shall consist of not less than five (5) nor more than nine (9) church members. The deacon chairman

shall be a member of the Pastor Search Committee. The remaining members shall be nominated by the Committee on Committees

and approved by a majority of the church members attending any regular or specially called meeting duly noticed per Article VII

herein.

The Pastor Search Committee shall bring to the Church only one name at a time in view of a call. Election shall be by written

ballot at a duly noticed membership meeting per Article VII herein. A majority of members who are present and voting is

necessary to extend a call, subject to Article VI, Section 5 (3).

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ARTICLE XII

Indemnification of Officers, Employees and Other Agents

SECTION 1: The Church shall indemnify, to the extent permitted by law, any person who was or is a party or is threatened to be

made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or

investigative (other than an action by or in the right of the Church) by reason of the fact that he is or was a Director, Officer,

employee or agent of the Church, or is or was serving at the request of the Church as Officer, employee or agent of another

corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines

and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he

acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Church, and, with

respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of

any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,

shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed

to be in or not opposed to the best interest of the Church and, with respect to any criminal action or proceeding, had reasonable

cause to believe that his conduct was unlawful.

SECTION 2: The Church shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,

pending or completed action or suit by or in the right of the Church to procure a judgment in its favor by reason of the fact the

he is or was a Director, Officer, employee or agent of the Church, or is or was serving at the request of the Church as a Director,

Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses

(including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action

or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Church

and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have

been adjudged to be liable to the Church unless and only to the extent that the court in which such action or suit was brought

shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such

person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

SECTION 3: To the extent that a Director, Officer, employee or agent of a Church has been successful on the merits or otherwise in

defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or

matter therein, he shall be indemnified against expense (including attorneys’ fees actually and reasonably incurred by him in

connection therewith).

SECTION 4: Any indemnification under Sections 2 and 3 of this section (unless ordered by a court) shall be made by the Church only

as authorized in the specific case upon a determination that indemnification of the Director, Officer, employee or agent is proper

in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination

shall be made (1) by the active body of deacons by a majority vote of a quorum consisting of those who were not parties to

such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of the active body of

deacons so directs, by independent legal counsel in a written opinion, or (3) by the Members.

SECTION 5: Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by

the Church in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Section

4 of this Article upon receipt of an undertaking by or on behalf of the Director, Officer, employee or agent to repay such amount

unless it shall ultimately be determined that he is entitled to be indemnified by the Church as authorized in this section.

SECTION 6: The indemnification provided by this section shall not be deemed exclusive of any other rights to which those benefited

may be entitled under any bylaw, agreement, vote of members or corporate officers or otherwise, both as to action in his official

capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a

corporate officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7: The corporate officers of the Church shall have no liability for damages to the Church or its Members unless the actions

of the corporate officer or officers were not in good faith, involved intentional misconduct or a knowing violation of law, or are

of such a nature and character that the law does not permit a limit on the corporate officer’s liability.

ARTICLE XIII

Church Finances

SECTION 1: Annual Budget

The Stewardship Committee, in conjunction with the Church Chief Operating Officer and the Church Business Manager, shall

prepare and submit to the Church for approval an all-inclusive budget, indicating by items the amount allocated for all local and

world-wide expenses.

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SECTION 2: Handling of Church Funds

All funds and gifts in kind from all sources shall be recorded and received through the Church Finance Ministry Team and

properly recorded on the books of the Church.

SECTION 3: Church Fiscal Year


SECTION 4: Third-Party Disbursements

Funds designated by the donor to the benefit of an individual, or to an organization not included in the regular Church budget,

will be returned to the donor. No contribution credit will be given.

ARTICLE XIV

Records and Reports





4. Contribution statements for contributors.

All such records shall be kept at the Church’s principal office.

ARTICLE XV

Church Year

The church education and organization year shall begin September 1.

ARTICLE XVI

Construction and Definitions

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Arizona

Nonprofit Corporation Act shall govern the construction of these Bylaws.

ARTICLE XVII

Amendments to the Bylaws

Subject to the provisions of the Arizona Nonprofit Corporation Act, these Bylaws or any provision of them may be

altered, amended or repealed, and new Bylaws may be adopted by a majority of the members present and voting at any

duly noticed special or regular membership meeting.


I, the undersigned, certify that I am the presently elected and acting Secretary of the NORTH PHOENIX BAPTIST CHURCH, an

Arizona Nonprofit Religious Corporation, and that the Bylaws, consisting of ten pages, are the Bylaws of this Church as

adopted by a vote of the members of the Church on September 15, 2004.

Executed at Phoenix, Arizona, this 17th day of September 2004.

Ronald W. Graham

Secretary

Signed copy on file with the Church Clerk and

the Arizona Corporation Commission.

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PROPOSED SECOND RESTATED AND AMENDED BYLAWS OF NORTH PHOENIX BAPTIST CHURCH


Page 1 of 18 detailed comparison - current to proposed bylaws 81714 v1

INDEX


Article I


3

Article II Purpose 3 Article III Statement of Faith 3 Article IV OrdinanceOrdinances 3 Article V Affiliation 3 Article VI Church Membership 43 Section 1 General 43 Section 2 QualificationQualifications for Membership 43 Section 3 Designation of Membership 4 Section 4 Responsibilities of Membership 4 Section 5 Voting Rights of Membership 54 Section 6 Removal from Membership 5 Article VII Membership Meetings 5 Section 1 Place 5 Section 2 Meetings 65 Section 3 Special Meetings 65 Section 4 Notice Requirements for Membership Meetings 65 Section 5 Quorum 76 Section 6 Moderator and Church Clerk 76 Article VIII Corporate Officers and DirectorsBoard of Elders 7 Section 1 Corporate Officers Purpose, Qualifications and Duties of Elder

Service 7

Section 2 Number 7 Section 3 Election and Term 7 Section 24 Regular Meetings of the Board of Directors 78 Section 5 Organizational Meetings of the Board 8 Section 6 Special Meetings 8 Section 7 Quorum 8 Section 8 Conduct of Meetings 9 Section 9 Committees 9 Section 10 Compensation 9 Section 11 Actions of the Board 9 Section 12 Removal and Vacancies 9 Section 13 Notice 10 Article IX Officers 10 Section 1 Number, Election and Term of Office 10 Section 2 Removal and Vacancies 10 Section 3 Powers and Duties 10 Article IXX Deacons 712 Section 1 Purpose, Qualifications and RoleDuties of Deacon Service 712 Section 2 Number and Term 712 Section 3 Election Process 713 Section 4 Deacon Officers, Organization and, Meetings, and Removal 713 Article X Committees 7

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Section 1 7

Section 2 7

Section 3 7

Section 4 7

Section 5 7

Section 6 8

Section 7 8

INDEX (continued)


Article XI


814

Section 1 Selection of Senior Pastor and Ministerial Staff Members 814 Section 2 Removal 814 Section 3 Vacancies in Office 814 Article XII Indemnification of Officers, Employees and Other Agents 815

Section 1 8

Section 2 8

Section 3 8

Section 4 9

Section 5 9

Section 6 9

Section 7 9

Article XIII Church Finances 916 Section 1 Annual Budget 916 Section 2 Handling of Church Funds 916 Section 3 Church Fiscal Year 917 Section 4 Third-Party Disbursements 916 Article XIV Records and Reports 916 Article XV Church Year 916 Article XVI Construction and Definitions 1017 Article XVII Amendments to the Bylaws 1017 Certificate of Secretary 1017

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An Arizona Nonprofit Religious Corporation

The Bylaws set forth herein amend and restate, in their entirety, the Constitution

and Bylaws which were adopted in July, 1968. They also replace

the Guidelines of Faith and Practice dated June 12, 1968.

The Bylaws of North Phoenix Baptist Church (hereafter sometimes referred to as “the Church” or “the Corporation”), including all previous amendments, are restated and amended as follows:

Article I

Name and Principal Office The name of thethis Corporation is North Phoenix Baptist Church. This Corporation will be further referred to in these Bylaws as the

“Church”. The Church maintains its principal office at 5757 North Central Avenue, Phoenix, Maricopa County, Arizona.

Article II Purpose

As a New Testament church that holds the New TestamentBible as the sole authority in matters of faith and practice, the purpose of the Church is to introducechallenge people to Jesusdiscover and live a Christ and help them grow to be like Him. -centered life (Matthew 28:18-20). This Church seeks to fulfill this purpose by providing opportunities for spiritual, physical, and social development, as well as the Christian aspects of intellectual and cultural opportunities.

Article III Statement of Faith

We affirm the Holy Bible as the inspired Word of God, and as the only basis for our beliefs. This Church adopts the 1963 Edition of “The Baptist Faith and Message” as an affirmation of basic Christian beliefs, and as a general statement of our faith.

Article IV Ordinances

The two ordinances of the Church are baptism by immersion, acknowledging Jesus Christ as Lord and Savior, and partaking of the Lord’s Supper in remembrance of Jesus Christ, the bread being symbolic of His body and the cup symbolic of His blood.

Article V Affiliation

ThisThe Church is autonomous and maintains the right to govern its own affairs, independent of any denominational control. Recognizing, however, the benefits of cooperation with other churches in world missions, this Church voluntarily affiliates with the Southern Baptist Convention in its national, state and local expressions. The Church may cooperate also with other entities that share our purpose.

Article VI Church Membership

SECTION 1: . General Membership in this Church shall consist of all persons who have met the scriptural qualifications forof membership and are listed on the church membership roll.

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SECTION 2: Qualification.Qualifications for Membership The Church shall receive as members:

1. Those who make a public profession of their faith in the Lord Jesus Christ as personal Savior, have been baptized by immersion, and are in agreement with this Church’s Statement of Faith, Purpose, and Polity; or

2. Those who come from other Baptist churches of like faith and practices on a letter indicating they are in good standing and fellowship; or

3. Those who, because of circumstances beyond their control, are not able to obtain letters from another

Baptist Church but give satisfactory statements of their experiences with Jesus Christ as personal Savior; or

4. Those who have a conscious salvation experience with Jesus Christ as personal Savior, followed by non-sacramental baptism by immersion; and those who, with a personal salvation experience, but without baptism by immersion, are baptized into this fellowship.



SECTION 3: . Designation of Membership In an effort to properly reflect the membership of the Church, a membership roll shall be maintained. The membership roll shall be updated annually. SECTION 4: . Responsibilities of Membership As the body of Christ at North Phoenix Baptist Church, we agree to:

1. Unite in growing spiritually, giving generously, and going faithfully to introduce people to Jesus Christ.

2. Live in unity of the Spirit through the bond of peace and to create a community of encouragement as we fulfill the mission of Jesus Christ.

3. Be active in Bible Study, fellowship and ministry with a small group of believers.

4. Financially support the ministries of the Church joyfully and in a God-honoring manner.

5. Use our gifts and abilities in the ministries of the Church.

6. Apply and abide by the Church’s membership covenant.

SECTION 5: .Voting Rights of Membership

1. The authority for business and affairs of the Church shall be vested in the members assembled for conducting Church business, and called in

accordance with Article VII.

1. 17) of 4 (page changes for Bylaws Proposed Final see Please

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.

2. Members are expected to vote in person. However, voting by proxy or absentee ballot will be accepted

when circumstances beyond the member’s control prevent attendance at the meeting. SECTION 6: . Removal from Membership


1. Death

2. By letter requesting transfer of membership to another church of like faith and order. 3. By written personal request of the member. 4. UponBy becoming affiliated with a church ofor another faith or denomination. 5. Removal for cause; such removal shall not occur without first every reasonable effort being made by the Senior Pastor, the pastoral staff, and the deaconsElders to assist the membermembers with guidance and counseling. The removal from membership shall at all times be in compliance with Matthew 18:15-17, and the process set forth in this paragraph. The member shall be removed by a majority vote of two-thirds of the active deacon body in attendanceElders at a duly noticed regular or specially called deaconElder meeting. A quorum for such special or a regular deaconElder meeting shall consist of at least fifty-one percent (51%)a majority of the active deacon body.Elders.

.

Article VII Membership Meetings

SECTION 1: . Place Meetings of the members shall be held on the Church property or at such other place or places as may be designated by the Senior Pastor, senior ministerial staff, and/or the deacon chairman.President of the Corporation. SECTION 2: . Meetings


2. A general annual meeting of the members shall be held on the second or third Wednesday of September of each year at such time as may be determined by the senior ministerial staff.Elders. The purpose of this meeting shall be to adopt the Church’s annual budget. Subject to Section 4 of this Article, other business matters may be conducted at this meeting.

SECTION 3: . Special Meetings Special meetings of the membership may be called at any time by the Senior Pastor, the senior ministerial staff, and/or the deacon

chairmanElders for any purpose by giving notice to the members in accordance with Section 4 of this Article, and designating the purpose of the special meeting.

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SECTION 4: . Notice Requirements for Membership Meetings

1. General Requirements. Whenever members are required or permitted to take any action at a meeting, notice of the date, place, time and purpose of the meeting (including, but not limited to the specific items set forth in paragraph 3 of this Section 4) of the meeting shall be given to members at least 10 days andor not more than 60 days prior to the scheduled meeting date.

2. Notification. Notification of membership meetings shall be given by distribution of written material and an

oral announcement to the members in attendance at a regularly scheduled worship service. Notification in the regularly scheduled worship service bulletin(s) shall satisfy the requirement forrequirements of written notice.

3. Notice of Certain Agenda Items. Action by the members onof any of the following proposals is valid only

after written notice which specifies the nature of the proposal: a. Calling the Senior Pastor; b. Removing the Senior Pastor; c. Amending the Articles of Incorporation; d. Adopting, amending or repealing bylaws;: e. Disposing of all or substantially all of the Church’s assets; f. Adopting or amending a merger agreement; or g. Approving the action to dissolve the Church;

h. Approving the purchase of real property and/or indebtedness in excess of two-hundred and fifty-thousand dollars ($250,000);

I.

SECTION 5: . Quorum Those members who are present and voting at a meeting duly noticed and called shall constitute a quorum of the membership for the transaction of business. Robert’s Rules of Order will be used as guidelines for decency and order with deference to grace. SECTION 6: . Moderator and Church Clerk The Senior Pastor shall act as moderator. In his absence, the Deacon ChairmanPresident shall preside. In his absence, the Vice ChairmanPresident shall preside. In the absence of all three of the aforementioned persons, the Church ClerkSecretary shall call the church to order and the acting moderator shall be elected. The Church ClerkSecretary of the Corporation shall be appointed

annually by the Senior Pastor.serve as Church Clerk.

Please . 17) of 6 (page Changes for Bylaws Proposed Final see

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Article VIII

Corporate Officers and Directors

Board of Elders SECTION 1: Corporate Officers. Purpose, Qualifications and Duties of Elder Service. The corporate officers of President, Vice President and

Secretary shall be the following deacon officers, respectively: the Chairman, Vice Chairman and Secretary of the present active deacon body. Legal

instruments, documents, and other instruments requiring signatures of the Corporation shall be signed by the President or Vice President, and the

Secretary.

Title to all Church property shall be held in the name of the

Corporation. The corporate officers/deacon officers shall have no power to buy, sell, mortgage, lease, or transfer any of the church campus located on the

southeast corner of Central Avenue and Bethany Home Road without specific vote by the church members. The corporate officers/deacon officers shall

sign all legal documents on behalf of the church where such signatures are required by law as set forth above.

The requirements for elder service are based on both biblical qualifications and limitations based on Church organization. The Board of Elders (hereafter sometimes referred to as “Elders”) are a body of spiritual servant leaders led by the Holy Spirit and elected by Church members to assist the Senior Pastor in the spiritual leadership and managerial oversight of the Church. For a member to be considered for election to the Elder board, he must be an active member for the previous five (5) years and faithful in attendance, attitude, spiritual influence, stewardship and service in other areas of the Church. He must meet the biblical qualifications stated below and is not a staff member of the Church except for the Senior Pastor.

1. Qualifications: An Elder must be an experienced, active member of this church and possess the qualifications listed in I Timothy 3:1-7, Titus 1:6-9, and I Peter 5:1-4.

2. Calling: An Elder must have a strong desire to serve the Lord and the body of Christ as an Elder. The

desire is not out of a sense of the need, but a God-given calling as expressed in Acts 20:28, I Timothy 3:1, and I Peter 5:2.

3. Character: An Elder must be blameless, above reproach, an example to follow, husband of one wife (a

one-woman kind of man), temperate, self-controlled, not given to drunkenness or excess, humble, respectable, gentle, not quarrelsome or rebellious, not a lover of money, not pursuing dishonest gain, upright, holy, disciplined and have a good reputation with outsiders as expressed in I Timothy 3:1-7, Titus 1:7-8; I Peter 5:2-3.

4. Capabilities: Experienced, gifted by the Holy Spirit to teach and exhort others and refute false teaching,

manages his family well, hospitable and a prayer warrior as expressed in I Timothy 3:2, Titus 1: 8, and James 5:14.

5. Duties: Provide spiritual oversight including ensuring the theological, doctrinal, and moral leadership of the

church is biblically accurate, have the ability to confront false teaching and behaviors that are inconsistent with biblical truth, and encourage and assist the Senior Pastor’s own spiritual journey. Be able to shepherd the flock including lead the church, teach and preach the word, provide discipline when needed pursuant to Matthew 18 and pray for the church. Finally, an Elder is to guide the strategies and the ministries of the church, provide accountability to the senior pastor, and evaluate the giftedness of church members and delegate responsibilities accordingly.

SECTION 2: Board of Directors. Number The deacon officers and team leaders shall act as the

Corporate Board of Directors.

The business and affairs of this Corporation shall be managed and controlled by a Board of Elders of at least seven (7) but no more than nine (9) men (including the Senior Pastor) who have been elected as Elders. The Senior Pastor shall serve as an ex officio voting member of the Board of Elders.

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SECTION 3. Election and Term Effective as the date of this Second Restatement and Amendment, the initial Board of Elders shall be those recommended by a nominating committee consisting of the Senior Pastor and the three deacon officers and elected by the members, and said committee shall accept recommended nominees for Elder from members of the Church. Thereafter, the Elders shall be nominated by a committee selected by the Senior Pastor and Elders who shall accept recommended nominees for Elder from the members of the Church. Election of Elders shall be at a duly noticed membership meeting. Each Elder shall serve for a term of three years from the date of election and shall be eligible for reelection to additional terms, except as provided hereafter in this paragraph. Elders shall not be eligible for reelection to the Board for a period of one year after they have completed two consecutive three year terms of service on the Board unless as otherwise provided, except for the Senior Pastor who shall continue to serve as long as he serves as Senior Pastor. Those elected as officers shall be permitted to finish their officer term after which they must wait at least one year before serving as a member of the Board or officer again subject to the same term limit described above. Those Elders or officers completing the unexpired term of another Elder or officer shall be permitted to finish that unexpired term and then serve two more consecutive three year terms as Elder or officer, after which they must wait at least one year before so serving again subject to the same term limit described above. The first elected Elders and officers shall be assigned different term limits and anniversary dates at the discretion of a majority of the Board of Elders to avoid excessive turnover of the Board of Elders and officers during the initial terms. As of the effective date of this Second Amendment and Restatement and thereafter, the Board of Elders shall have the right to change these applicable term limits by board resolution in order to meet the requirements of the corporation, achieve corporate continuity, and, to the extent possible, achieve equal numbers of Elders continuing and departing because of these term limit requirements. Any changes in terms shall be approved by the membership. All officer and board terms shall end at the regular board meeting in September on the last year of said terms or on September 30th of that year should no regular September board meeting be held. SECTION 4. Regular Meetings of the Board The regular meetings of the Board of Elders shall be held monthly on the first Thursday of each month at North Phoenix Baptist Church or at a different time and location where properly noticed. The specific dates and location will be provided in the notice to the Elders. Initially the Board of Elders and officers shall be selected and ratified as soon as practical. SECTION 5. Organizational Meetings of the Board The organizational meeting shall be held to elect the officers of the Board of Elders and such other business deemed necessary by the Board of Elders. The first organizational meeting shall be held as soon as practical after the election of the initial Board of Elders. Thereafter the organizational meetings shall be held three (3) years from the date of first election on the first Thursday of September every third year or at a different time properly noticed to the Elders.

SECTION 6. Special Meetings Special meetings of the Elders may be held whenever called by the President of the Board, or by a majority of the Board. By the unanimous consent of the Elders, special meetings of the Board may be held without call or notice at any time or place. Otherwise, notices of special meetings shall be given as provided in Article VII, Section 3 of these Bylaws. SECTION 7. Quorum A quorum for the transaction of business at any meeting of the Elders shall consist of a majority of the Elders at the time in office, but a majority of those present at the time and place of any regular or special meeting, although less than a quorum, may adjourn from time to time without notice until a quorum may be had. The vote of a majority of the Elders

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present at a meeting at which a quorum is present, in favor of or against a proposition, including election of Elders, shall prevail except as may be otherwise provided by statute, the Articles of Incorporation, or the Bylaws. SECTION 8. Conduct of Meetings

At al At all meetings of the Board of Elders, the President of the Board, or in his absence or if for any reason he should decline

to so act, Vice President or otherwise a Chair chosen by the other Elders present, shall preside. Those attending all meetings of the Board of Elders shall be the Elders and those invited to attend said meetings by the Board President or presiding officer of said meeting. The Board President or presiding officer shall have the right to declare an executive session of the Board permitting only Elders to be in attendance at those times.

SECTION 9. Committees The standing committees of the Church shall be the Committee on Committees, Personnel, Stewardship and Missions. Except as otherwise indicated in these Bylaws, committee members need not be Elders. The President of the Board of Elders may serve as an ex officio member on any committee with the right to vote. Committee members of the Committee on Committees shall be selected by the Elders from the entire church membership and all standing committee members shall be selected by the Committee on Committees and ratified by the Board of Elders and the membership. Nothing in these Bylaws shall prohibit the Board from renaming these committees, separating the committees into separate committees, or including as subcommittees of other committees as deemed appropriate. From time to time, the Elders may appoint such other committees for any purpose or purposes, with such powers as may be specified in the resolution of appointment. A quorum for the transaction of business at any meeting of a committee shall consist of a majority of the committee at the time in office, but a majority of those present at the time and place of any committee meeting, although less than a quorum, may adjourn from time to time without notice until a quorum may be had. The vote of a majority of the committee members present at a meeting at which a quorum is present, in favor of or against a proposition, shall prevail except as may be otherwise provided by statute, the Articles of Incorporation or the Bylaws. SECTION 10. Compensation Except as may be otherwise determined by the Elders, neither the Elders nor members of committees appointed by the Board of Elders shall receive compensation for their services as elders or committee members, except the Senior Pastor and other staff who are entitled to their regular compensation as staff and for out of pocket expenses such as travel and lodging according to policies determined by the Board. SECTION 11. Actions of the Board

The Board of Elders may act by duly recorded motions except in those situations where action by resolution may be required by law or for any other purpose. In addition, a resolution or motion approved in writing by all members of the Board of Elders shall be deemed to be actions by such Board to the effect therein expressed, with the same force and effect as if the same had been duly passed by the same vote at a duly convened meeting, and it shall be the duty of the Secretary of the Corporation to record such resolution or motion in the minute book of the Corporation under its proper date as action of the Board binding upon the Corporation as of its date. SECTION 12. Removal and Vacancies Any Elder may be removed by the Board of Elders whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights of any of the persons so removed and shall require a vote of the majority of all the Elders serving at that time. An Elder vacancy because of death, resignation, removal,

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disqualification or otherwise, may be filled by the Board of Elders for the unexpired portion of the term with the approval of the members. SECTION 13. Notice. Notice to Board of Elder meetings shall be given not less than 10 days before and not more than 60 days before the meeting. Notice may be in writing, e-mail, fax, or orally communicated by telephone except as otherwise required by these Bylaws or by Arizona law.

Article IX Officers

SECTION 1. Number, Election and Term of Office The officers of the Church shall be a President, one or more Vice Presidents, Secretary, and a Treasurer, each of whom shall be elected by the Board of Elders. Such other officers and assistant officers, as may be deemed necessary, may be elected or appointed by the Board of Elders. Any two or more offices may be held by the same person, except the offices of President and Vice President. The officers of the Corporation to be elected by the Board of Elders shall be elected to a term of two years at the annual meeting of the Board of Elders and may be reelected for additional terms. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office for two (2) years or until his successor is elected or appointed and qualified or until his death or until he resigns or is removed in the manner hereinafter provided. The President, Vice President, Secretary and Treasurer shall be members of the Board of Elders. Any other officers designated may be non-Elders but must be members of the church. SECTION 2. Removal and Vacancies Any officer may be removed by the Board whenever in its judgment the best interests of the Church would be served thereby, but such removal shall be without prejudice to the contract rights of any of the persons so removed. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Elders for the unexpired portion of the term. SECTION 3. Powers and Duties The powers and duties of the several officers shall be as provided from time to time by resolution or other directive of the Board of Elders. In the absence of such provisions, the respective officers shall have the powers and shall discharge the duties hereinafter specified: President

The President shall exercise general supervision over the property and affairs of the Church. Said officer shall sign on behalf of the church all certificates of stock, deeds of conveyance, mortgages, documents of indebtedness, and contracts of material importance to the Church's business and shall do and perform all acts and things which the Board of Elders may require of the President. Said officer shall preside at meetings of the Board of Elders.

Vice President The Vice President shall be the chief assistant to the President and shall perform such duties as said officer may be directed so to do by the President and shall have all rights and powers granted to any Vice President, provided, however, that in the absence or disability of the President, the duties of that office shall be performed by the Vice President.

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Other Vice Presidents

All other Vice Presidents as created and elected by the Board shall perform such duties as they may be directed so to do by the President and shall be designated Second Vice President, Third Vice President in order of their authority. In the case of absence or disability of the President, and First Vice President, the duties of the office of the President shall be performed by the Second Vice President or next Vice President so in line. Vice Presidents shall also perform such other duties as the Board of Elders may impose upon them from time to time.

Secretary

The Secretary shall keep the minutes of proceedings of the Board of Elders. The Secretary shall keep such other books and records as the Bylaws or Board of Elders may require of the Secretary from time to time, and the Secretary shall be the custodian of the seal of the corporation and shall affix the seal to all papers and instruments requiring same. It shall be the Secretary's duty to give and serve all notices for the Church as directed by the President or required by the Bylaws. The Secretary shall when required, sign with the President or other authorized officers of the Corporation, all contracts authorized by the Board of Elders and the Secretary shall sign with the President or Vice President, certificates of stock and shall perform such other services and duties as the Board of Elders may impose upon the Secretary from time to time.

Assistant Secretary An Assistant Secretary may be appointed at the discretion of the Board who shall perform such duties as may be assigned by the Secretary, the President, or the Board of Elders, and in the event of the Secretary's absence or inability to act shall perform the duties and functions of Secretary. An employee holding any position in the Church, other than the President, may also be appointed as an Assistant Secretary.

Treasurer

The Treasurer shall have the custody and control of all funds of the Church and, when requested by the President so to do, shall report the state of finances of the Church at each regular or special meeting of the Elders. The Treasurer shall develop for the approval of the Board of Elders proper procedures for endorsement, check writing, payment of obligations, safeguarding for preventing defalcation and such other financial procedures requested by the Board of Elders. The treasurer shall be an ex officio voting member of the Stewardship Committee.

Assistant Treasurer An Assistant Treasurer may be appointed who shall perform such duties as may be assigned by the Treasurer, the President, or the Board of Elders, and in the absence or disability of the Treasurer, the duties of the office shall be performed by the Assistant Treasurer. Said officer may also hold such other position in the Church as may seem proper to the Board of Elders.

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Article X Deacons

SECTION 1: . Purpose, Qualifications and RoleDuties of Deacon Service

The deacons are a body of spiritual servant-leaders elected by the church members to assist the Senior Pastor, Pastoral Staff and the Elders in meeting the physical and spiritual leadershipneeds of the members.church and the community.

The requirements for deacon service are based on both biblical qualifications and limitations based on church organization. The deacons have no authority except that which is conferred in theseby the Articles of Incorporation and Bylaws orof the Church and otherwise granted by the specific action of the members. within the Articles of Incorporation and Bylaws of the Church. For members to be considered for election as deacon, they must be an active member of the Church for the previous two (2) years and faithful in attendance, attitude, spiritual influence, stewardship and service in other areas of the church. He must meet the biblical qualifications stated below and is not a staff member of the church except as otherwise stated in these Bylaws.

1. Qualifications: A deacon must be an active member of this church and possess the qualifications listed in

I Timothy 3:8-13.

2. Calling: A deacon must deserve recommendation of the church based on the candidate’s reputation, spirit-filled life and wisdom as expressed in Acts 6:3.

3. Character: Based on Timothy 3:8-16, a deacon is worthy of respect, sincere, tested over time, not

indulging in too much wine, not pursuing dishonest gain, holds fast to the Truth with a sound theology. Deacons should be faithful in their marriage, manage their families well, be worthy of respect, temperate, clear minded, controlled in all things including their tongues, not be gossips, trustworthy and reliable.

4. Capabilities: A deacon must have a willingness to serve, be an experienced leader, possessing a variety

of the gifts of the Holy Spirit including wisdom, discernment, administration, and hospitality.

5. Duties: A deacon serves under the authority of the Board of Elders, meets the physical and spiritual needs of the church and exercises their spiritual gifts to advance the Gospel. Their primary focus is to provide support to the Senior Pastor, and ministerial staff so they can stay focused on prayer and teaching as expressed in Acts 6:1-7.

SECTION 2: . SECTION 2. Number and Term

The Senior Pastor and Deacon ChairmanChair shall determine the number of active deacons needed to assist the Senior Pastor and the senior ministerial staff in ministering to the church members.

The deacons shall serve a three -year term unless otherwise requested by the Senior Pastor and the deacon officers, with a maximum of four years. At the end of histheir term, every deacondeacons shall rotate off the active deacon body for a period of at least one year. The deacon Deacons, who so rotate off, will then be eligible for nomination to serve a new term.

SECTION 3: . Election Process


a. Deacon nominations will be made through the Bible Study ministry of the Church, the Diaconate, and the senior ministerial staff.

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b. b. Senior ministerial staff shall authorize a staff person to screen each nominee for membership, regular Bible Study attendance and consistent giving. The deacon screening committee, composed of the present deacon Chairman and deacon Officers, withofficers, and the Senior Pastor will further evaluate the nominees with attention to church membership, attendance, attitude, spiritual influence, stewardship, service in other areas of

the church, and the basic requirementsthe biblical qualifications listed belowin Section 1 of this Article. After the evaluation process is completed, the screening committee will prepare a final list of nominees and will invite those remaining candidates to a “Consideration of Deacon Ministry” meeting to be directed by the Senior Pastor and Deacon Chairman.Chair. A final list of nominees who have agreed to serve as deacons will then be brought to the Diaconate for approval, and then be presented for approval and election by the Church members at a duly noticed members’ meeting.

c. The basic requirements for a deacon (and his wife) are found in l Timothy 3:8-13 and

Acts 6:1-7 (NIV), namely:

1. Of good character, sincere, worthy of respect.

2. Not double-tongued and not indulgent of too much wine.

3. Not greedy for money or pursuit of dishonest gain.

4. Holds the revealed truth in good conscience.

5. Tested by service, proved and found blameless.

6. The deacon’s wife should be worthy of respect, not a gossip or malicious talker, temperate and trustworthy.

7. Manages his family well.

8. Known to be full of faith, the Holy Spirit, and wisdom.

d. Some specific additional requirements for a North Phoenix deacon are:

1. Membership of the Church for a minimum of two years, unless previously ordained in another Southern Baptist church, in

which case the membership requirement at North Phoenix shall be a minimum of one year.

2. Not serving as a staff member of the Church.

3. A tither to the Lord through the Church, and faithful in biblical stewardship of time, talent, possessions and testimony.

4. Supports the services of the church, including prayer and regular attendance.

5. Supports the pastoral ministry of the Church.

SECTION 4: . Deacon Officers, Organization, and Meetings and Removal

1. Officers. : Deacon officers shall consist of the ChairmanChair, Vice-Chairman Chair, and Secretary. In April of each year the active body of deacons shall elect from its members for the forthcoming year a nominating committee. This committee shall present a list of men to be considered by the active deacon body for election as deacon officers. The deacon officers shall be elected prior to the August deacon meeting. The deacon officers shall serve during the forthcoming church year.

2. Organization.: The deacon officers may divide the active deacon body into smaller teams for increased

efficiency and accountability. Each team shall have a team leader. Team leaders shall be appointed by the deacon chairman and affirmed by the majority vote of the deacons in attendance at a regularly scheduled meeting. The deacon officers and team leaders constitute the deacon council.

3. Meetings. :

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a. The deacon body shallmay meet monthly or as regularly as the Senior Pastor and Deacon Chair determines.

b. The time and place for the monthly meetings shall be determined by the Senior Pastor and the

Deacon ChairmanChair at the beginning of each church year. A meeting may be postponed or rescheduled with a seven-day notice by the Pastor or Deacon ChairmanChair.

c. Special deacon meetings may be called by the Senior Pastor and/or the Deacon ChairmanChair

with not less than seven (7) days notice. Notice of such special meeting shall be given by distribution of written notice and oral announcement to deacons in attendance at a regular Sunday morning worship service. Notice in the Sunday morning bulletin shall satisfy the requirement for written notice. In the event notice is less than seven (7) days, a written waiver signed by a majority of the deacons attending the meeting shall constitute a valid waiver of less than the seven (7) day notice.

d. The deacons shall meet on the church property unless otherwise agreed to by the Senior

Pastor and the deacon officers.

ARTICLE X

Committees

SECTION 1. A Committee on Committees shall enlist members to serve on various committees within the Church. A committee to nominate members for the

Committee on Committees shall consist of the following and shall be called the Nominating Committee. It shall be composed of the Senior Pastor, or his

representative, and the deacon chairman, plus representatives from the following ministries:

a. Senior Adult Bible Study

b. Median Adult Bible Study

c. Young Adult Bible Study

d. Singles Adult Bible Study

e. Student Bible Study

f. Children’s Bible Study

g. Preschool Bible Study

SECTION 2. The Senior Pastor and deacon officers shall consult with each of the above ministerial areas for a person to serve on the Nominating Committee.

The Senior Pastor and deacon officers shall select a representative from each of the above ministerial areas to serve on the Nominating Committee.

SECTION 3. All church committee members shall be nominated by the Committee on Committees and approved by a majority vote of the church

members at any regular or specially called business meeting of the church. The Deacon Chairman shall be an ex-officio member of each church

committee.

SECTION 4. The Committee on Committees shall determine each church year which committees are needed and will nominate church members

for each committee.

SECTION 5. Each Committee recommended by the Committee on Committees shall be approved by a majority vote of the church members present

at any regular or specially called business meeting of the church.

SECTION 6. The Committee on Committees shall consist of not less than nine (9) and not more than twelve (12) members.

SECTION 7. Each committee shall function as set forth in the Committee Handbook, which shall be updated annually and kept by the church clerk, or

designee.

e. A quorum for all deacon meetings shall be a majority of the active deacons. A quorum for the transaction of business at any meeting of the deacons shall consist of a majority of the deacons at the time in office, but a majority of those present at the time and place of any meeting of the deacons, although less than a quorum, may adjourn from time to time without notice until a quorum may be had. The vote of a majority present at a meeting at which a quorum is present, in favor of or against a proposition, shall prevail except as may be otherwise provided by statute, the Articles of Incorporation, or the Bylaws.

4. Removal of Deacons:

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Any deacon may be removed by a majority vote of the deacon officers and the Board of Elders whenever in its judgment the best interest of the Church would be served thereby, but such removal shall be without prejudice to the contract rights of any of the persons so removed. A vacancy because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Elders for the unexpired portion of the term with the approval of the membership.

Article XI


SECTION 1. SECTION 1. Selection of Senior Pastor and Ministerial Staff Members

The Senior Pastor of the Church shall be called by the members at a duly noticed membership meeting. All other ministerial staff members of the Church shall be recommendedpresented to the Church by the Senior Pastor and the Personnel Committee, and

employed by action of the ChurchElders. Each shall serve at the pleasure of the Senior Pastor and the Personnel Committee. Elders.

SECTION 2: . Removal

Removal of the Senior Pastor or a ministerial staff member shall not occur without first every reasonable effort having been made by the deacon officersElders, the Personnel Committee and other members of the pastoral staff to assist with guidance and counseling. The removal shall at all times be in compliance with Matthew 18:15-17.

The Senior Pastor may be removed only by a majority vote of the members present and voting at any duly noticed regular or special called membership meeting. Other ministerial staff members may be removed, with or without cause, by the Senior Pastor and the Personnel Committee.Board of Elders. The removal shall at all times be in compliance with Matthew18: Matthew 18:15-17.

SECTION 3:. SECTION 3. Vacancies in Offices

In case of a vacancy in the office of the Senior Pastor, the Committee on CommitteesBoard of Elders shall nominate a Pastor Search Committee. The Pastor Search Committee shall consist of not less than five (5) nor more than nine (9) church members. The deacon chairmanPresident then serving shall be a member of the Pastor Search Committee. The remaining members shall be nominated by the Committee on CommitteesBoard of Elders and approved by a majority of the church members attending any regular or specially called meeting duly noticed per Article VII herein.

The Pastor Search Committee shall bring to the Church only one name at a time in view of a call. Election shall be by written ballot at a duly noticed membership meeting per Article VII herein. A majority of members who are present and voting is necessary to extend a call, subject to Article VIVII, Section 5 (3). .

Article XII Indemnification of Officers, Employees and Other Agents

SECTION 1:. The Church shall indemnify, to the extent permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingproceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Church) by reason of the fact that hesaid person is or was a Directoran elder, deacon, officer, employee, member, committee member, or agent of the Church, or is or was serving at the request of the Church as officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually

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and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Church, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Church and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 2: . The Church shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Church to procure a judgment in its favor by reason of the fact thethat he is or was a Directoran elder, deacon, officer, employee, member, committee member or agent of the Church, or is or was serving at the request of the Church as a Directoran elder, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Church and except that no indemnification shall be made in respect of any claim, issueissues or matter as to which such person shall have been adjudged to be liable to the Church unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnitybe indemnified for such expenses which such court shall deem proper.

SECTION 3: . To the extent that a Director, Officer, employeean elder, deacon, officer, employees, members, committee members, or agent of athe Church has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expense (including attorneys’ fees actually and reasonably incurred by him in connection therewith). SECTION 4: . Any indemnification under Sections 2 and 3 of this section (unless ordered by a court) shall be made by the Church only as authorized in the specific case upon a determination that indemnification of the Directoran elder, deacon, officer, employee, member, committee member, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made (1) by the active bodyBoard of deaconsElders by a majority vote of a quorum consisting of those who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of the active body of deaconsthe Board of Elders so directs, by independent legal counsel in a written opinion, or (3) by the Members.

SECTION 5: . Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Church in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Section 4 of this Article upon receipt of an undertaking by or on behalf of the Directorelder, deacon, officer, employee, member or committee member, or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Church as authorized in this section.

SECTION 6: . The indemnification provided by this section shall not be deemed exclusive of any other rights to which those

benefitedbenefitted may be entitled under any bylaw, agreement, insurance, vote of members or corporate officers or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a corporate officer, employee or agent and shall inure to the benefit of the heirs, spouses, executors and administrators of such a person. Any payments by insurance shall be credited to indemnification amounts determined hereunder.

SECTION 7: . The corporateelders, deacons, officers, employees, members, committee members or agents of the Church shall have no liability for damages to the Church or its Members unless the actions of the corporate officer or elders, deacons, officers, employees, members, and committee members of the Church or agents were not in good faith, involved in intentional misconduct or a knowing violation of law, or are of such a nature and character that the law does not permit a limit on the corporate officer’s liability.

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Page 17 of 18

Article XIII

Church Finances

SECTION 1:. SECTION 1. Annual Budget The Stewardship Committee, in conjunction with an Executive Pastor designated by the Church Chief Operating OfficerBoard of

Elders and the Church Business ManagerTreasurer, shall prepare and submit to the Church for approval an all-inclusive budget, indicating by items the amount allocated for all local and world-wide expenses.

SECTION 2:. SECTION 2. Handling of Church Funds All funds and gifts in kind from all sources shall be recorded and received through the Church Finance Ministry Teamoffice and

properly recorded on the books of the Church.

SECTION 3:. Church Fiscal Year


SECTION 4:. Third-Party Disbursements Funds designated by the donor to the benefit of an individual, or to an organization not included in the regular Church

budget, will be returned to the donor. No contribution credit will be given.

Article XIV Records and Reports





4. Contribution statements for contributors. All such records shall be kept at the Church’s principal office.

Article XV Church Year

The Church education and organization year shall begin SeptemberOctober 1.

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Page 18 of 18

Article XVI Construction and Definitions

Unless the context requires otherwise, all words in this instrument used in the singular shall include the plural and vice versa; the general provisions, rules of construction, and definitions in the Arizona

Nonprofit Non-Profit Corporation Act shall govern the construction of these Bylaws.

Article XVII Amendments to the Bylaws

Subject to the provisions of the Arizona Nonprofit Corporation Act, these Bylaws or any provision of them may be altered, amended or repealed, and new Bylaws may be adopted by a majority of the members present and voting at any duly noticed special or regular membership meeting. duly noticed special or regular membership meeting.


I, the undersigned, certify that I am the presently elected and acting Secretary of the NORTH PHOENIX BAPTIST CHURCH, an Arizona Nonprofit Religious Corporation, and that the Bylaws, consisting of ten17 pages, are the Bylaws of this Church as adopted by a vote of the members of the Church on September 15, 2004August 17, 2014. Executed at Phoenix, Arizona, this 17th____ day of September 2004._____________.

Ronald W. Graham

Secretary Signed copy on file with the Church Clerk and the Arizona Corporation

Commission.

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