constitution

CONSTITUTION AND BY-LAWS

OF

YOSEMITE CHURCH

MERCED, CALIFORNIA

Constitution 8-24-2013  


PREAMBLE  

For the preservation of the principles of our faith, and to the end that this body may be governed in an orderly manner, and for the purpose of preserving freedom of action of this body with respect to its relation to other churches and to its own members, and to its task of reaching the world with the gospel of Jesus Christ, we do declare and establish this constitution.  


ARTICLE I.  

NAME  

This body shall be incorporated and known as Yosemite Church, located at 2230 East Yosemite Avenue, Merced, California 95340. 


ARTICLE II.  

MISSION


Meeting people where they are and loving them to where Christ wants them to be. 

“I have become all things to all men so that by all possible means I might save some.” 1 Corinthians 9:22, Luke 19:10, Matthew 22:36


VALUES  

We value the inspired Word of God. 

We value the intrinsic worth of every person. 

We value an intimate walk with God. 

We value the investment work of discipleship. 

We value the intentional witness of unity. 

ARTICLE III. 

STATEMENT OF FAITH: 

WHAT WE BELIEVE

The following are the doctrinal statements in which each Member at Yosemite Church shall believe and support. The foundation for our beliefs come solely from God’s Word, the Bible, composed of 66 books divided by Old and New Testaments. The Bible is God’s Word to all mankind. It is written by human authors under the supernatural guidance of the Holy Spirit and is the supreme source of truth for Christian beliefs and living. Inspired by God, the Bible is truth without any mixture or error. No other writings compare with or have the Divine origin as the Bible. 

In essential beliefs - We have unity.  “There is one Body and one Spirit - there is one Lord, one faith, one baptism, and one God and Father of us all.” Ephesians 4:4-6


In non-essential beliefs - We have liberty.  “Accept him whose faith is weak, without passing judgment on disputable matters. Who are you to judge someone else’s servant? To his own master he stands or falls. So then each of us will  give an account of himself to God. So whatever you believe about these things, keep between yourself and God.” Romans 14:1, 4, 12, 22

In all our beliefs - We show love.  “If I hold in my mind not only all human knowledge but also the very secrets of God, and if I have the faith that can move mountains—but have no love I amount to nothing at all.”  1 Corinthians 13:2

WE BELIEVE God is the Creator and Ruler of the universe. He has eternally existed in three persons: the Father, the Son and the Holy Spirit. These three are co-equal and are one God. Genesis 1:1, 26,27; 3:22; Psalm 90:2; Mathew 28:19; 1 Peter 1:2; 2 Corinthians 13:14

WE BELIEVE all are made in the spiritual image of God, to be like Him in character. We are the supreme objects of God’s creation. Although mankind has tremendous potential for good, we are marred by an attitude of disobedience toward God called “sin”. This attitude separates us from God. Genesis 1:27; Psalms 8:3-6; Isaiah 53:6; 59:1-2; Romans 2:23

WE BELIEVE we were all created to exist forever. We will either exist eternally separated 35 from God by sin or in union with God through forgiveness and salvation. The place of eternal separation from God is called hell. Heaven is the place of eternal union and life with God. Mathew 25:41; Revelation 21:27; John 3:16; Romans 6:23; Revelation 20:15

WE BELIEVE that Jesus Christ is the Son of God. He is co-equal with the Father. Jesus lived a sinless human life, offering Himself as the perfect sacrifice for the sins of all by dying on a cross. He arose from the dead after three days to demonstrate His power over sin and death. He ascended to Heaven’s glory and will return again to earth to reign as King of Kings and Lord of Lords. Mathew 1:22-23; Isaiah 9:6; John 1:1-5; 14:10-30; Hebrews 4:14-15; 1 Corinthians 15:3-4; 4 1 Romans 1:3-4; Acts 1:9-11; 1 Timothy 6:14-15; Titus 2:13

WE BELIEVE salvation is a gift from God to mankind. We can never make up for our sin by self-improvement or good works. Only by trusting in Jesus Christ as God’s offer of forgiveness can we be saved from sin’s penalty. Eternal life begins the moment we receive Jesus Christ into our life by faith.  Romans 5:1; Romans 6:23; Ephesians 2:8-9; John 1:12; John 14:6; Titus 3:5; Galatians 3:26

WE BELIEVE that because God gives us eternal life through Jesus Christ, the believer is secure in the salvation for eternity. The grace and power of God maintains salvation, not the self-effort  of the Christian. It is the grace and keeping power of God that gives this security. John 10:29; 2 Timothy 1:12; Hebrews 7:25; 10:10; 14; 1 Peter 1:3-5

WE BELIEVE the Holy Spirit is equal with the Father and the Son as God. He is present in the world to make mankind aware of our need for Jesus Christ. He also lives in every Christian from the moment of salvation. He provides the Christian with power for living, understanding of spiritual truth, and guidance in doing what is right. The Christian seeks to live under His control daily.  1 Corinthians 2:12; 3:16; 2 Corinthians 3:17; John 14:16-17; 16:7-13; Acts 1:8; Ephesians 1:13; 5:1; Galatians 5:25

WE BELIEVE the Bible is God’s Word to all mankind. It is written by human authors under the supernatural guidance of the Holy Spirit. It is the supreme source of truth for Christian beliefs and living. Inspired by God, the Bible is truth without any mixture of error. 2 Timothy 3:16-17; Psalms 119

WE BELIEVE there is one true Church universal, comprised of all those who acknowledge Jesus Christ as Savior and Lord. The Scripture commands believers to gather together to devote themselves to worship, prayer, the teaching of the Word, the observance of baptism and  Communion as the sacramental ordinances established by Jesus Christ, fellowship, service to the body through the development and use of talents and gifts, and outreach to the world.  Acts 2:42; Ephesians 4:11-13; 1 Corinthians 12; Matthew 28: 18-20; 1 Corinthians 1:10

 ARTICLE IV. 
POLITY AND RELATIONSHIPS

The government of Yosemite Church shall be entrusted to its Members and Council. Persons meeting the Membership requirements shall constitute the membership. All internal groups created and empowered by the Church shall exist to further the mission of the Church. The Church is not subject to the control of any ecclesiastical body. 


ARTICLE V. 

CHURCH MEMBERSHIP

Section 1 – General: Yosemite Church shall have one type of Church membership. Members 6 in this Church shall be referred to as “Members” and will consist of all persons who have: 7 • Met the qualifications for Membership as described in Section 2 below; and, 8 • Existing Members upon final acceptance of the Constitution and By-Laws 9 10 Section 2 – Qualifications - A person will qualify for Membership by completing all of the 11 following as defined by the Bylaws: 12 • A personal commitment of faith in Jesus Christ for salvation 13 • Baptism by water following faith in Christ 14 • Completion of material that explains our Church practices, beliefs and facilitates a 15 commitment to Membership. 16 • Embrace of the Mission, Vision, and Values of this Church 17 • Affirmation from a ministry leader 18 19 Section 3 – Ending Membership - Membership may be ended in any of the following ways: 20 • Death of a Member 21 • Request of a Member 22 • Disciplinary exclusion of a Member by the Church Council 23 24 Section 4 – Discipline of Members - Members of this Church who err in doctrine or conduct 25 shall be dealt with according to Matthew 18:15-18. The goal of discipline is restoration through 26 love. An unrepentant Member may be removed from Membership by action of the Church 27 Council. Upon evidence of repentance and reconciliation, Membership may be restored by an 28 action of the Council. 29 30 Section 5: Voting Rights of Membership – Every Member 18 years old and older shall have 31 one vote on the following matters. No proxy voting shall be permitted. 32 33 • Affirmation of Council members 34 • Confirmation of Senior Pastor 35 • Proposed Amendments to the Constitution 36 • Other matters in which the Church Council is led to seek the Members’ advice and 37 counsel. 38 39 Section 6 – Annual Members Meeting – There shall be at least one annual meeting of the 40 Members to perform the business of the church. 41 42 43 ARTICLE VI. 44 6 1 AMENDMENTS 2 3 Amendments to this Constitution may be made in accordance with the following rules: 4 5 • The Church Council must notify Members in writing of any proposed amendment at least 6 one (1) month before it is to be voted upon. 7 8 • The Church Council must provide an opportunity for the Members to express their view 9 before a meeting of the Church Council at least two (2) weeks before voting occurs. 10 11 • A two-thirds majority of votes in a Church meeting cast by Members will approve the 12 proposed amendment. Each amendment will require a separate vote of the Members. 13 14 ARTICLE VII 15 16 DISSOLUTION 17 18 In the event of the dissolution of this organization, all of its debts shall be satisfied and the 19 remaining assets shall be given to another similar organization as agreed upon by the Church 20 Council and in accord with legal codes of the land. 21 22 ARTICLE VIII 23 24 CHURCH GOVERNANCE: 25 THE CHURCH COUNCIL 26 27 Section 1: Roles and Responsibilities - In accordance with God’s plan for leadership in the 28 Church as revealed through Scripture, Yosemite Church shall be led by a Church Council, 29 which shall constitute the Elders of Yosemite Church. Yosemite Church adopts the biblical 30 definition of Eldership according to Acts 20:28. The Elders are members of the church who are 31 responsible before God for the care and guidance of the church. The requirements for an Elder 32 shall be: 33 • Must be members of the church. 34 • Must be active in the congregation’s life and give evidence of seeking 35 to grow in their own understanding and practice of the Christian life. Such 36 evidence should include, but not be limited to, the following: 37 • Conduct of one’s life in light of the teachings of Jesus Christ. 38 • Promotion of good will and Christian fellowship in the congregation and 39 • community. 40 • Regular attendance at worship services and stated meetings of the 41 • congregation. 42 • Regular and faithful financial contributions to the support of the congregation 43 and its outreach programs. 44 • Willingness to fulfill assignments on behalf of the congregation. 7 1 • Demonstrated use of gifts and skills for the benefit of the body 2 3 Their primary role shall be to provide oversight and the spiritual leadership to achieve the 4 mission of Yosemite Church. The responsibilities of the Church Council include, but are not 5 limited to the following: 6 7 • Discerning spiritual matters 8 • Establishing spiritual policies, determine ministry direction, and uphold the integrity of 9 the Church 10 • Being made available to Church Members and guests to discuss the mission of Yosemite 11 Church 12 • Acting as direct supervisors of the Senior Pastor 13 • Conducting, controlling and managing the affairs and business of the Church and 14 making such rules and regulations consistent with the law, the Articles of Incorporation, 15 and this Constitution 16 • Having the authority to conduct any business on behalf of the Church, including but not 17 limited to, borrowing money, incurring indebtedness for the purpose of the Church, 18 signing bonds, debentures, promissory notes, deeds of trust, pledges, securities, etc. as 19 deemed appropriate by the quorum 20 • Creating other boards, teams, or groups as necessary to conduct the business of the 21 Church including appointing and confirming the individuals who will serve as defined in 22 the Bylaws 23 • Approving the annual budget of the Church 24 25 Section 2: Gifts and Qualifications – The Church Council shall establish a list of spiritual 26 gifts, abilities, and passions that are most needed on the Council. The goal of this list is to have 27 a broad cross-section of giftedness on the Council with as many ministries represented as 28 possible. This list will be used by the Review and Selection Committee to evaluate each 29 Council nominee’s gifts, abilities, and passions. An example of these gifts and qualifications 30 may include, but are not limited to: 31 32 • Membership in good standing 33 • Regular attendance at weekend services 34 • Faithful financial giving 35 • A life of prayer 36 • A life of service 37 • Regular time spent reading and meditating on the Bible 38 • Involvement in small group ministry 39 • Spiritual maturity 40 • Effective use of spiritual gifts 41 42 A list of names, equal to or less than the number of Council vacancies and agreed upon by 43 unanimous vote of the Review and Selection Committee will be submitted to the Church 44 Council for approval prior to an Annual Members Meeting. In written form, along with the 45 names, each member of the committee will document the nominees’ gifts, abilities and passions, 8 1 as well as the qualifications of each nominee to serve based upon both I Timothy 3:1-13, and 2 Titus 1:6-9. Those nominees who have not been recommended to the Council shall be informed 3 by the Committee. 4 5 Section 3: Composition – The Church Council will ideally consist of nine (9) but no less than 6 seven (7) Church Members, the Senior Pastor, and a Pastor representing the operations of the 7 church to serve as a resources to the Council. This Pastor shall be appointed by the Church 8 Council; both pastors shall participate as ex officio members. The Officers (the Board 9 President, Treasurer, and Secretary) shall be appointed from the Council membership, and 10 affirmed by a vote of the Church Council. No more than one member of an immediate family, 11 as defined in the By Laws, shall serve on the Church Council at any given time. No immediate 12 family member, as defined in the Bylaws, of a church staff member may serve on the Church 13 Council. 14 15 Section 4: Terms of Office – Church Council members shall be elected to serve on the 16 Council for one-year terms, to begin on date specified in the Bylaws. Although they may serve 17 an unlimited number of terms, it shall be the duty of the Council member and the Council to 18 review their contribution to the Council annually prior to committing to an additional term. 19 20 Section 5: Nominations – Nominations to the Church Council may be submitted by any 21 Member of Yosemite Church after gaining the consent of the nominee. 22 23 Section 6: Review and Selection Committee – The Church Council shall appoint a committee 24 comprised of not less than one (1) Council member and two (2) Members at large to conduct 25 formal interviews of all new nominees willing to serve on the Church Council. This committee 26 shall serve for a period of one year. 27 28 Section 7: Affirmation – The individual names, recommended by the Committee and 29 approved by the Church Council shall be placed on a ballot to be affirmed at an Annual 30 Members Meeting. Notice of this election shall be announced at least two weeks in advance 31 from the pulpit at regular services and placed in the Church program. Each Council nominee 32 shall be voted on separately by a secret ballot and must receive at least eighty-five (85%) 33 percent of the votes cast by Members present to be approved. No voting by proxy shall be 34 permitted. Selected candidates shall take office serving on the Church Council for one-year 35 terms as on the date established in the Bylaws. 36 37 Section 8: Vacancies – In the event of the death or resignation of any Council member, or by 38 removal of a Council member by a unanimous decision of the remaining Council, the Senior 39 Pastor shall recommend a candidate to the Review and Selection Committee. According to the 40 process defined in the Bylaws, and subject to the approval of the remaining Council members, 41 the Council shall appoint the qualified candidate to complete the unexpired term. The Council 42 Member appointed to fill an unexpired term shall be subject to a vote of affirmation at the next 43 Member meeting. 44 45 Section 9: Conduct of Business – The Church Council shall meet as often as necessary 9 1 without notice to the general Membership, but not less than every other month, to care for the 2 business and ministry of Yosemite Church. Special meetings may be held upon the call of the 3 Senior Pastor, the Council President, or upon written request to the Council President by a 4 majority of the Council members. 5 6 • Quorum – No less than five (5) voting members of the Church Council shall constitute a 7 quorum where the business of the Church may be conducted. 8 • Voting – The Council shall make decisions by consensus based on the Biblical model of 9 unity, sharing information and ideas in a cooperative, respectful environment. Each 10 Council member has the freedom to express opinions and objections while understanding 11 that personal convictions may not be in the best interest of the Church as a whole. 12 • Council members shall be notified in writing in advance of any and all Council meetings. 13 • Committee Minutes – All minutes from meetings of the Church Council and Council- 14 appointed teams and committees will be placed on the Council agenda regularly for review 15 and acceptance. 16 17 Section 10: Removal from Office - A Council member may be subject to removal from office 18 if he or she becomes physically or mentally incapacitated, spiritually unqualified, or the 19 question of the inability to serve is determined by the Council. 20 21 The process shall be conducted in two separate meetings, no less than one week apart. The first 22 meeting shall be a discussion of the issue. The Council President shall state the case for 23 removal. If the President is the subject of removal, another Council member shall state the case 24 for removal. The Council member in question has the right to attend the meeting and to speak. 25 At the second meeting the issue will be put to a vote. A unanimous vote of the Council shall be 26 required to remove a member (this shall not include the vote of the subject member). When a 27 vacancy occurs, the Church Council will promptly implement the appropriate portions of this 28 Article to fill the vacancy. 29 30 ARTICLE IX 31 32 BIBLICAL OFFICERS 33 34 Section 1: Senior Pastor - The Senior Pastor is responsible to provide leadership, vision, and 35 oversight of the spiritual training of the body of believers. The worship services, development, 36 and oversight of the Church ministry shall be under the supervision of the Senior Pastor. 37 38 1) Call of Senior Pastor - A Senior Pastor shall be chosen and called by the Church whenever a 39 vacancy occurs. The Church Council shall appoint a Senior Pastor Search Team, consisting of 40 three Council members and three Members not serving as Council members. Upon completion 41 of the search, this Team shall submit a single name to the Church Council. Upon approval by 42 the Church Council, the Search Team’s recommendation shall constitute a nomination for 43 election by the Church Members. Prior to election, the Members shall have at least one 44 opportunity to meet and hear the nominee deliver a message. 45 2) The election shall take place at a meeting of the Church for that purpose. At least two 10 1 weeks notice shall be given before such meeting is held. This notice shall be given verbally and 2 by written notification during regular weekend services. The election of the Senior Pastor shall 3 be by secret ballot and an affirmative vote of at least eighty-five (85%) percent of those votes 4 cast by Members present shall be necessary to extend the call. No voting by proxy shall be 5 permitted. If the person nominated by the Church Council is not elected by the Church 6 Members, the Senior Pastor Search Team will begin a new search and recommend another 7 person. 8 3) In the absence of a Senior Pastor, the Church Council shall have the authority to select an 9 interim pastor and determine duties and responsibilities. 10 4) The Senior Pastor’s compensation will be determined by the Church Council as specified in 11 the Bylaws 12 5) Removal – The Senior Pastor may be removed by a unanimous vote of a quorum of the 13 Church Council. The vote may take place after a reasonable period of fact-finding and 14 opportunity for reconciliation facilitated by a committee of three Christian community leaders 15 not members of Yosemite Church. The Senior Pastor and the Church Council shall each appoint 16 a member to this committee. A third member shall be appointed by mutual agreement of the 17 Church Council and the Senior Pastor. This committee, after having made an objective fact- 18 finding study, shall make its recommendation to the Church Council to either retain or remove 19 the Senior Pastor. 20 In a manner similar to the removal of a Council member, at least two meetings of the Council 21 are required for deliberation, no less than one week apart. The first meeting is for the 22 presentation of the findings of the Fact Finding Committee. The Senior Pastor shall have the 23 opportunity to attend and speak. At the second meeting, the vote for removal will be taken. 24 25 The Church Council may require the Senior Pastor to be on administrative leave during this 26 period. The Senior Pastor may also be suspended without pay during this period by a 27 unanimous vote of a quorum of the Church Council. 28 29 Section 2: Church Council - The Church Council will be responsible for the overall mission 30 of Yosemite Church as outlined in Article VIII of this document. 31 32 Section 3: Other Pastoral Positions - Recognition of Pastors at Yosemite Church shall be 33 granted to men or women who demonstrate a worthy response to an evident call to service and 34 who have the desire to give themselves to the ministry of God’s Word and the expression of 35 their pastoral gifting. The licensing and/or ordination of Pastors shall be granted by the Church 36 Council following successful completion of the licensing and ordination process established in 37 the church Bylaws 38 39 ARTICLE X 40 41 CORPORATE OFFICERS 42 Section 1 –Selection of Corporate Officers 43 11 1 Annually, the Church Council will elect the corporate officers from among its’ members. These 2 officers are the President, the Secretary, and the Treasurer. 3 4 Section 2 – Corporate Officers 5 The Officers of this Church shall be: the President of the Church Council as Chief Executive 6 Officer, the Secretary of the Church Council, and the Treasurer of the Church Council. 7 1. President and Chief Executive Officer – Presides over Council meetings, is 8 responsible for the overall operations of the corporation, and shall ensure that the 9 Church shall at all times, fully comply with all applicable governmental laws, rules, 10 regulations, procedures and reporting. 11 2. Treasurer – Under the guidance of the Church Council, the Treasurer shall assure that 12 all funds received by the Church be collected and maintained in an appropriate bank 13 account in the name of the Church. The Treasurer shall oversee the appropriate 14 accounting and maintenance of those accounts in a businesslike manner. 15 a. The Treasurer shall cause the annual Church budget to be prepared and submitted 16 to the Church Council. The Treasurer shall monitor and review the budget 17 throughout the year to ensure compliance and shall make monthly reports to the 18 Church Council regarding the state of the budget and the status of all Church funds. 19 b. The Treasurer shall request a financial audit annually. 20 c. The Treasurer shall make provision for the prompt payment of all Church 21 obligations. 22 d. The Treasurer shall transact any such other business as may be required by the 23 Church Council. 24 3. Secretary – The Secretary shall be responsible for the written history of the Church, 25 i.e., such documents as contracts, agendas, and minutes of all meetings. In the 26 furtherance of such duties, the Secretary shall be required to secure a qualified substitute 27 to act as recorder when the Secretary cannot be physically present at any meeting the 28 Church Council deems a recorder is necessary. 29 a. The Secretary shall cause to be recorded all Memberships, Dedications, and 30 Baptisms. 31 b. The Secretary will make available to the Church Council and the Treasurer 32 copies of any written materials belonging to the Church that are necessary to 33 facilitate the business of the Church. 34 c. The Secretary shall perform any other services as may be required by the Church 35 Council in the administration of the Church. 36 37 38 Section 3 - Duties and Responsibilities 39 These individuals shall act as the administrative officers of both the Church Council and the 40 Corporation. The officers shall all be under the control and direction of the Church Council. As 41 administrative officers of the Corporation, they shall have the same duties and responsibilities 42 as the same officials in a corporation formed for profit. They may also have other duties as 43 directed or delegated by the Church Council, or by the Church Bylaws. Church Council 44 members serve as directors of the Corporation. 45 12 1 The administrative officers shall function as stewards of Yosemite Church. They shall manage 2 church property, both real and personal, as fiduciaries. They shall represent Yosemite Church in 3 all of its legal matters. They shall directly report to the Church Council and provide reports 4 periodically to the Council. Each Council member maintains the right to nominate a fellow 5 Council member to the position of officer. At no time shall the Senior Pastor or any other 6 church employee serve as a corporate officer. 7 8 Administrative Officers of the Council can designate or delegate tasks and functions to a 9 volunteer or employee of Yosemite Church for the purposes of fulfilling their duties of office 10 and conducting the business of the church. Council will approve this designation of authority 11 through resolution. 12 13 Section 4 – Absences and Vacancies 14 In the temporary absence or unavailability of an officer, the Church Council, by resolution, can 15 approve another Council member as a representative. If, for any reason, an elected officer 16 cannot fulfill the duties of the office for the entire year, the Council members will be asked to 17 submit nominations and select another member. 18 19 Section 5 – Legal Business 20 In all matters of legal business of the Church, the Church Council shall serve as the Board of 21 Directors, the President of the Church Council shall be the Chief Executive Officer of the 22 corporation; the Secretary of the Church Council shall be the Secretary of the corporation; and 23 the Treasurer of the Church Council shall be the Treasurer of the corporation. 24 ARTICLE XII 25 26 RESOLUTIONS 27 28 The Church Council may adopt policies and directives for the operation of the Church by 29 Resolution. Proposed Resolutions must be placed on the agenda of a Church Council meeting 30 and the agenda distributed to Members of the Council at least two days before the day of the 31 meeting. A simple majority shall pass resolutions. 32 33 34 ARTICLE XIII 35 36 BYLAWS 37 38 Section 1 - BYLAWS: The Church shall maintain a Bylaw document to clarify the governance 39 of the church. The Bylaws should reflect the fundamental values, rules and beliefs governing 40 Yosemite Church that are not likely to change frequently and would not otherwise be adopted 41 by Resolution of the Church Council. 42 43 Section 2 - AMENDMENTS TO THE BYLAWS: Amendments to these Bylaws may be made 44 in accordance with the following rules: 13 1 2 1. A two-thirds majority of the Church Council of Yosemite Church is sufficient to ratify 3 any proposed amendment to these Bylaws. Each amendment will require a separate vote. 4 2. At least two weeks before a proposed amendment is to be voted upon, the Church 5 Council must provide an opportunity for the Members to express their view before a 6 meeting of the Church Council. 7 8 9 ARTICLE XIV 10 11 IMDEMNIFICATION 12 13 Yosemite Church shall, to the extent legally permissible, indemnify each person who may serve 14 or who has served at any time as an officer, director, or employee of Yosemite Church against 15 all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise 16 taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person 17 in connection with any threatened, pending or completed action, suit or proceeding in which he 18 or she may become involved by reason of his or her service in such capacity; provided that no 19 indemnification shall be provided for any such person with respect to any matter as to which he 20 or she shall have been finally adjudicated in any proceeding not to have acted in good faith in 21 the reasonable belief that such action was in the best interests of Yosemite Church; and further 22 provided that any compromise or settlement payment shall be approved by a majority vote of a 23 quorum of directors who are not at that time parties to the proceeding. 24 The indemnification provided hereunder shall inure to the benefit of the heirs, executors and 25 administrators of persons entitled to indemnification hereunder. The right of indemnification 26 under this Article shall be in addition to and not exclusive of all other rights to which any 27 person may be entitled. 28 No amendment or repeal of the provisions of this Article which adversely affects the right of an 29 indemnified person under this Article shall apply to such person with respect to those acts or 30 omissions which occurred at any time prior to such amendment or repeal, unless such 31 amendment or repeal was voted by or was made with the written consent of such indemnified 32 person. 33 This Article constitutes a contract between Yosemite Church and the indemnified officers, 34 directors, and employees. No amendment or repeal of the provisions of this Article which 35 adversely affects the right of an indemnified officer, director, or employee under this Article 36 shall apply to such officer, director, or employee with respect to those acts or omissions which 37 occurred at any time prior to such amendment or repeal. 38 39 40 ARTICLE XV 41 14 1 VALIDITY 2 3 If any portion or provision of this constitution and/or by-laws should come into conflict with 4 any law or judicial ruling of the State of California or of the United States of America, that 5 portion or provision will immediately become invalid. However, all other parts of this 6 constitution and by-laws shall remain in effect. 7 8 This Constitution has been accepted and approved by Yosemite Church this ____ day of 9 ___________, ____. 10 11 12 13 Signature Senior Pastor 14 15 16 17 Signature Council President 18 19 20 21 Signature Treasurer 22 23 24 25 Signature Secretary 26 27 28 BYLAWS 29 30 Definitions and Clarifications 31 32 Immediate Family Members: 33 No two immediate family members shall serve on the Council concurrently. Also employees of 34 the Church or their immediate family member shall not serve on the Council with the exception 35 of the Senior Pastor and Pastor representing operations of the church who will serve on the 36 Council as non-voting members (ex officio members). 37 38 Immediate Family member is defined as: one’s spouse, parents and grandparents, children and 39 grandchildren, brothers and sisters, mother-in-law and father-in-law, brothers-in-law and 40 sisters-in-law, daughters-in-law and sons-in-law as well as adopted, half, and step family 41 members. 42 43 Vacancies of Council Members: 44 In the event of the death, resignation or removal of any Council Member, the Senior Pastor shall 15 1 recommend candidates to the Review and Selection Committee. The Review and selection 2 committee will use the same process as defined in the Constitution to interview and select 3 candidates for the vacancy. They will forward the selection to the Church Council for the final 4 approval. The Council Member approved to fill the unexpired term shall be subject to a vote of 5 affirmation at the next Member meeting. 6 7 Council Terms: Council terms begin August 1st and end July 31st 8 . 9 10 Determining Senior Pastor’s Compensation: 11 The Church Council will determine the Senior Pastor’s compensation. The Council may use 12 recommendations of Council-designated teams or other resources to determine the 13 compensation. 14 15 These Bylaws have been accepted and approved by the Council of Yosemite Church this 16 ____ day of ___________, ____. 17 18 19 Signature Senior Pastor 20 21 22 23 Signature Council President 24 25 26 27 Signature Treasurer 28 29 30 31 Signature Secretary