Bylaws

ARTICLE 1. PURPOSE

Highpoint Church is dedicated exclusively to charitable, religious, educational, and literary purposes. The organization’s primary purpose is to reach people with the Christian gospel message and to disciple believers by and through as many methods and means as possible (including but not limited to conduct of public worship; conduct of mission activities; educational activities; creation, sale, and distribution of Christian media; conduct of Christian events; providing for benevolent needs of the local church and beyond; and other related activities), with the primary objective to maximize the number of people who may be reached and discipled for God.

ARTICLE II. STATEMENT OF FAITH

We hold these eternal truths outlined in Scripture for our faith:

ABOUT GOD
We believe in one God who eternally exists in three distinct persons: Father, Son, and Holy Spirit. God is infinite, which does not always make sense to our finite understanding. He is not limited by time or space. He is creator, eternal, all-knowing, ever-present, and all-powerful. His character is multi-dimensional, but no facet of His character diminishes another. In other words, His grace and wrath, mercy and justice, love and jealousy all work together for good.

ABOUT JESUS
We believe that Jesus is the eternal Son of God who became flesh to reveal God to humanity and to become the Savior of the lost world. He was born of a virgin, lived a sinless life, worked miracles, and gave us an example to follow. Fully God and fully man, He died on a cross to pay the penalty for sin that separated us from God, and then rose from the dead to reconcile us to our Creator and to free us to have a new life in Him. Now, He sits at the right hand of the Father to intercede for us.

ABOUT THE HOLY SPIRIT
We believe that The Holy Spirit is given to every follower of Christ to guide, comfort, convict, and adopt us into the family of God. He helps us grow into Christ-likeness by producing the fruit of the Spirit in our lives, and He gives us spiritual gifts to empower us to meet the needs of God’s people and a hurting world.

ABOUT SALVATION
We were created in the image of God to have community with Him and represent Him on earth. However, through a willful act of disobedience, we were separated from Him. We believe that the blood of Jesus Christ, shed on the cross, provides the sole basis for the forgiveness of sin and gives us the opportunity to trade our sin for His righteousness through faith. Therefore, God freely offers salvation to those who place their faith in the death and resurrection of Christ as sufficient payment for their sin.

ABOUT THE BIBLE
Comprised of 66 books authored over thousands of years by dozens of authors, the Bible tells one seamless story: the story of a passionate God on a relentless pursuit to redeem His creation. We believe the entire Bible is the inspired Word of God and that men were moved by the Spirit of God to write every word of scripture. Therefore, we believe the Bible is without error, the authoritative and inspired Word of God, and trustworthy and reliable for telling us what to believe and how to live.

ABOUT HUMANITY
We believe that all people were created in the image of God to have fellowship with Him, but became alienated in that relationship through sinful disobedience. As a result, people are incapable of regaining a right relationship with God through their own efforts.

ABOUT THE CHRISTIAN LIFE
We believe all Christians should live for Christ and not for themselves. By obedience to the Word of God and daily yielding to the Spirit of God, every believer is conformed to the image of Christ as they grow in their faith.

ABOUT THE CHURCH
We believe that the Church is the body of Christ, of which Jesus Christ is the head. The Church is not a building or an event, but rather the community of individuals who have put their trust in Jesus Christ. The purpose of the Church is to glorify God by loving Him and by making Him known to the lost world.

ABOUT ETERNITY
We believe man was created to exist forever. He will either exist eternally separated from God by sin, or in union with God through forgiveness and salvation. To be eternally in union with God is eternal life, but to be eternally separated from Him is Hell. We believe that all the redeemed, once saved, are kept by God’s power and are thus secure in Christ forever.

ARTICLE III. GOVERNANCE & ELDERS

Jesus Christ is the Head of Highpoint Church. The Church is led by the Spirit through the Elders of Highpoint Church. The Church is governed by this Constitution, which establishes framework for the ecclesiastical leadership of the ministry of the church as well as the provision for the secular governance in accordance with applicable laws with Highpoint Church Constitution.

Section 3.01 Overview: Elders are the ministers called by God in the Scriptures to serve and lead the church. Elders exercise government and discipline, and take the oversight of the spiritual interests of the Church. The Elders’ ministry is to watch diligently over the flock committed to their charge; in humility to lead in being discipled and in discipling others that all the church may reach unity in the faith and in the knowledge of the Son of God and become mature, attaining to the whole measure of the fullness of Christ. (Ephesians 4:13)

Since Scripture charges the Elders with the responsibility to shepherd and oversee the congregation (Acts 20:28; 1 Peter 5:2-3), the Elders shall serve as the church’s final interpretive authority on the Bible’s meaning and application as it pertains to church doctrine, practice, policy, and discipline. (Ephesians 4:11-13; 2 Timothy 4:1-2). In accordance with that duty, the Elders shall take particular responsibility to conduct worship services, oversee the administration of the ordinances of baptism and the Lord’s Supper, equip the membership for the work of the ministry, encourage sound doctrine and practice, admonish and correct error, oversee the process of church discipline, coordinate and promote the ministries of the Church, and mobilize the Church for missions.

Section 3.02 Pastoral and Lay Elder: There are two types of Elders: Pastoral Elders who are ordained ministers serving on the staff of Highpoint Church and Lay Elders who are the immediate representatives of the people, nominated by them, that, in conjunction with the ministers, they may exercise government and discipline, and take the oversight of the spiritual interests of Highpoint Church.

Section 3.03 Number: The total number of Elders will be determined by the Elder Board based upon ministry and discipleship needs coupled with qualified Elder candidates.

ARTICLE IV. ELDER LEADERSHIP

Highpoint is an Elder led church under the authority and leadership of the Holy Spirit. The Elders are served in leadership by the Lead Pastor as a First Among Equals. First among equals means that the Lead Pastor is officially on the same level as the other members of the Elder board. First among equals means that the Lead Pastor must be first in collaboration, first in transparency, first in humility, first in vision, and first in leadership. The Lead Pastor is the catalyst for the direction of the church, not because of his position but because he has humbly allowed God to develop His will for Highpoint through collaboration with the Elders and staff. First among equals means that the Lead Pastor carries a heavier weight of responsibility than his peers. The Elders acknowledge this weight of responsibility and view their role as peers to support, counsel and encourage and hold accountable the Lead Pastor as trusted partners in ministry and Godly friends.

ARTICLE V. BOARD OF ELDERS

Section 5.01 General and Specific Powers and Duties: The Board of Elders (Board) is the ecclesiastical and secular governing body of Highpoint Church. The Board of Elders are the corporate Board of Directors, serving in accordance with the laws of the State of Tennessee. As such, their responsibility and authority extend to every aspect of the church. Specific authority and ministry include but are not limited to:

Each Elder will have an equal vote.
Individual Elders have no other authority unless designated by the Board.
Unless specified otherwise, a simple majority of the Elders constituting a quorum will carry the will of the Elder body as a whole. Although a simple majority is normally all that is required, the goal should be to be as close to unanimous as possible on decisions or to consider continuing the discussions.
Once a decision has been reached, the Board will act as a whole in unity to support it.
The Board will be responsible for accepting partners to affiliation with Highpoint Church.
The Board will be responsible for removal of partners from affiliation of Highpoint Church.
The Board will collaborate with the Lead Pastor and Staff for unity of vision establishment of high-level annual objectives.
The Board will elect the Lay Elders to constitute the Steering Team of Highpoint Church (ST).
The Elders will minister with the staff praying for the Highpoint body corporately and individually.
The Elders should practice practical and relational accountability amongst themselves.
When scripturally appropriate, The Board is to discipline members of Lay Elders including revoking of ordination when necessary. Decisions for revoking of Elder ordination require a 2/3rds majority of the quorum present.
The Board is to review, evaluate, and issue final approval of the budget recommendations of the ST.
The Board is to maintain an ongoing financial review and evaluation during the fiscal year.
The Lay Elders of the Board are to review, evaluate, collaborate, and make decisions/any recommendations regarding compensation, hiring, and/or terminations of the Lead Pastor. Decisions for hiring and/or termination of Lead Pastor require a 2/3rds majority of the quorum present.
Elders are to fulfill teaching duties as applicable – small groups, ministries, etc. – and to participate in training on regular basis with Lead Pastor.
The Elders are to collaborate with the Lead Pastor to insure the doctrinal integrity of Highpoint Church, to be supplemented with doctrinal training on regular basis by Lead Pastor.
Elders should model relational shepherding and discipleship throughout the church body.
Elders should minister with the staff pastors in matters of discipline of the Church body.
Elders are responsible for attending meetings as needed and/or scheduled.
The Board is to call partner meetings in accordance with the corporate or ecclesiastical needs of the church

Section 5.02 Number: The number of Lay Elders on the Board shall be no less than 5. The total number of Elders on the Board to be decided by the Board as the effective number to accomplish the work of the ministry. The number of Lay Elders on the Board will normally not be less than one greater than the Pastoral Elders.

Section 5.03 Appointment of Elders: Nominees for Lay Elders will be made by the partners of Highpoint Church at a time and process determined by the Board. The nominees will then be evaluated by the Board appointed Nomination Team in light of the needs of the church in conjunction with the gifting, character, and spiritual maturity of the nominees. Those nominees accepted by the Nomination Team will then be subject to approval by the Elders. Those approved candidates will then be presented to the Highpoint Partners for affirmation. Lay Elders may not be employees of Highpoint Church nor can they be related by blood or marriage to employees, staff members, or other Elders. Nominees for Pastoral Elders will be made by the Lead Pastor subject to affirmation by the Elders. In the case the church is in a period without a Lead Pastor, the Lay Chairman will collaborate with the staff pastors to recommend to the Board up to four pastors as Pastoral Elders.

Section 5.03.1 Appointment of Elders & Officers for the Inaugural Year: For year one, 2019, of the Constitution, the appointment of Elders will be made with the following process:

A. The participating partners will make nominations per the established process presented by the Leadership Advisory Team (LAT).
B. A nominating team made up of the following will vet the nominees from the participating members:

The Four LAT members constituting the Governance Team
The Existing Trustees
The Staff Leadership Team (including Elders)

C. The final selection in accordance with current governance structure will be by the Trustees and the Elders for the beginning Lay Elders for Highpoint Church to begin serving upon the institution of the Constitution, April 1, 2019.

There will be selections to fill one year, two year, and three-year terms to begin.
The members of the Governance Team of the LAT will not be eligible for nomination this first year of selection.
The members of the current Trustees will not be eligible for nomination this first year of selection.

At the inaugural of the new 2019 Constitution, the current President of the organization will continue in that role until a Lead Pastor has been installed.

Section 5.04 Term of Office, Removal of Elders: Each Lay Elder shall serve as an elder ministering to the congregation as long as they are in good standing as an partners of Highpoint Church. Elders are expected to serve the church as outlined in Section 3.0 even when not active on the governing Elder Board. Elders will normally serve on the Elder Board for a three-year term with no more than two consecutive terms without a one-year interim. Elders may resign their position at any time by giving notice to the Lead Pastor or to the Elders. Any resignation timetable beyond an immediate resignation would have to be approved by the Board. An Elder may have their ordination revoked and be removed from office by the Elders in accordance with Section 5.01. The Lead Pastor will annually appoint or reappoint Pastoral Elders for a one-year term with limit of serving at the discretion of the Lead Pastor and the Elder Board. Removal of a Pastoral Elder from the Board will require Elder approval. In the case the church is without a Lead Pastor, the Lay Chairman will collaborate with the staff pastors to recommend to the Board
continuation of then current Pastoral Elders or changes.

Section 5.05 Conflict of Interest: Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of an impropriety of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, shall make known such appearance of an impropriety and shall offer to the Board to voluntarily recuse him/herself and will vacate his/her seat and refrain from discussion and voting on said item. In the absence of the Elder, the remainder of the board will by majority decide whether such conflict or appearance of conflict should preclude the Elder from the decision making process. All Elders shall annually be required to present a conflict of interest statement setting forth any known or potential conflicts or the appearance of any impropriety for the Board’s consideration. Such disclosures shall be noted as a part of the minutes of the Board of Elders for the record.

Section 5.06 Regular Meetings: Regular meetings of the Board will normally be held monthly with notice as to such times and place as the Board shall from time to time designate, and an annual meeting of the Board.

Section 5.07 Calling Meetings: Meetings of the Board may be called by the Lead Pastor, by the Steering Team, or by a majority of the Board.

Section 5.08 Special or Called Meetings: Special or called meetings may be held with at least two days’ notice by electronic communication, telephone, personal delivery, or five days’ notice by first class mail, of the time and place of the meeting to each member of the Board.

Section 5.09 Waiver of Notice: Notice of a meeting of the Board need not be given in any event to any Elder who signs a waiver of notice either before or after the meeting. Attendance of an Elder at a meeting shall constitute a waiver of notice of time and place and business undertaken as well as objections thereto at such meeting, except if an Elder states, at the beginning of the meeting, any such objection or objections to the transaction of business.

Section 5.10 Contents of Notice: There shall be stated within the Notice of a meeting the date, time, place, and business to be transacted at any special or called meeting of the Board of Elders, but need not be specified in the notice or waiver of notice of regular scheduled meeting except for the purpose of an election and/or Amendment to these Constitution. The business to be transacted at, and the purpose of, any regular or special meeting of the Board need not be specified in the notice or waiver of notice of such meeting.

Section 5.11 Quorum: At all meetings of the Board, the presence of one-half of the authorized number of Board members, but in any event not less than the minimums established in Paragraph 5.02, shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Board present at any meeting may adjourn the meeting from time to time until a quorum is obtained.

Section 5.12 Voting: The act of a majority of the Board present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by law or by Constitution. A Board member who is present at a meeting of the Board is presumed to have assented to any action on any matter before the board unless his/her vote is recorded to the contrary in the minutes of the meeting.

Section 5.13 Conduct of Meetings: The Lead Pastor, or in his absence or at the Lead Pastor’s choice, the Lay Chairman, or another designated Lay Elder shall preside at meetings of the Board. The Secretary of the corporation, or in the Secretary’s absence any person appointed by the presiding officer, shall act as Secretary for meetings of the Board and record keeper. Meetings shall be governed in the spirit of Robert’s Rules of Order, except to the extent that this Constitution is inconsistent therewith.

Section 5.14 Adjournment: A majority of the Board present, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place. Notice of any such adjourned meeting shall be given to the Board who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the rest of the Board, with at least two days’ notice by telephone or personal delivery, or five days’ notice by first class mail, of the time and place of the meeting.

ARTICLE VI. STEERING TEAM

Section 6.0 Overview: The Steering Team (ST) is a sub-set of the Board of Elders of Highpoint Church. The Purpose of the ST is to provide the practical ongoing Elder leadership of Highpoint. The ST is empowered by the Board with a specific scope of authority and responsibility to provide a smaller group of leadership for ministering with the staff for the regular ongoing mission of the church.

Section 6.01 General and Specific Powers and Duties:

Provide and guide unity in all church objectives
Set Elder Board Agendas
Collaborate with Staff in preparing and submitting budget to the Board
Authorize approval of non-budget expenditures within parameters established by the Board
Monitor and evaluate finances on a monthly basis
Lay Elders on ST will lead Board in annual performance evaluation of Lead Pastor
Lay Elders on ST will lead Board in Lead Pastor compensation review
ST will collaborate with Lead Pastor to train Board
Other responsibilities as designated by the Board

Section 6.02 Number: The number of Lay Elders on the ST shall be no less than 5. The total number of Lay Elders on the ST shall not exceed 9. The number of Pastoral Elders on the ST will be up to 4 in addition to the Lead Pastor. The number of Lay Elders on the ST will normally not be less than one greater than the Pastoral Elders.

Section 6.03 Appointment of ST Members: Lay Elders will be appointed by the Board. Nominees for Pastoral Elders on the ST will be made by the Lead Pastor subject to affirmation by the Elders. In the case the church is in a period without a Lead Pastor, the Lay Chairman will collaborate with the staff pastors to recommend to the Board up to four pastors as Pastoral Elders on the ST.

Section 6.04 Term of Office, Removal of Members of ST: Lay Elders will serve on the ST normally up to a three-year term with no more than two consecutive terms without a one-year interim. Lay Elders may resign their position at any time by giving notice to the Lead Pastor or to the Elders. A Lay Elder may be removed from the ST by a majority vote of the Board. Pastoral Elders will serve on the ST on a one-year term renewable annually by Lead Pastor and Board affirmation. In the case the church is without a Lead Pastor, the Lay Chairman will collaborate with the staff pastors to recommend to the Board continuation of then current Pastoral Elders or changes.

Section 6.05 Regular Meetings: Regular meetings of the ST will normally be held monthly with notice as to such times and place established by the Lead Pastor or the Lay Chairman.

Section 6.06 Calling Meetings: Meetings of the ST may be called by the Lead Pastor or Lay Chairman as needed.

Section 6.07 Special or Called Meetings: Special or called meetings may be held with at least two days’ notice by electronic communication, telephone, personal delivery, or five days’ notice by first class mail, of the time and place of the meeting to each member of the ST.

Section 6.08 Quorum: At all meetings of the ST, the presence of one-half of the authorized number of Lay Elders, but in any event not less than two Lay Elders, plus the Pastoral Elders shall constitute a quorum for the transaction of business. The number of Lay Elders must be no less than one more of the Pastoral Elders.

Section 6.09 Voting: The act of a majority of the ST present at any meeting at which there is a quorum shall be the act of the ST.

Section 6.10 Conduct of Meetings: The Lead Pastor, or in his absence or at the Lead Pastor’s choice, the Lay Chairman, or another designated Lay Elder shall preside at meetings of the Board. The Secretary of the corporation, or in the Secretary’s absence any person appointed by the presiding officer, shall act as Secretary for meetings of the Board and record keeper. Meetings shall be governed in the spirit of Robert’s Rules of Order, except to the extent that this Constitution is inconsistent therewith.

Section 6.11 Adjournment: A majority of the ST present, whether or not a quorum exists, may adjourn any meeting of the ST to another time and place.

ARTICLE VII. LAY SERVANT MINISTRY

Section 7.01 Overview: The Board will establish a lay servant ministry. This person will fill the role set forth in the New Testament known as diakonos translated as servant and deacon. The position is not an office of the church nor a post of specific authority except as set forth by the Board. It is a servant ministry subject to commitments, standards, and training beyond the normal layperson’s service. These servants are commissioned lay servants that will be able to fill a role of ministry partnering with the Elders and Staff in fulfilling the vision and mission of the church. The Board of Elders has the responsibility to determine the nomenclature of this position; when this position is established; any requirements in addition to those scriptural qualifications that Paul establishes in 1Timothy and Titus; and the means by which such positions will be filled.

ARTICLE VIII. CHURCH OFFICERS

Section 8.01 Officers: The officers of the Board shall consist of a President, Lay Chairman, and a Secretary. The Lead Pastor of the church will serve perpetually as the President of the Board and in this document the terms shall be synonymous. The Lay Chairman of the church is to be appointed by the Board. In the case the church is without a Lead Pastor, the Lay Chairman or other such man as the Board chooses shall serve as Interim President until a Lead Pastor is selected. The Secretary shall be appointed by the Elders. The office of President and Secretary cannot be held concurrently by one person.

Section 8.02 Officer Responsibilities: The President is to serve as the principal
executive officer responsible for the ongoing operation of the church and, as Lead Pastor, the ecclesiastical head of the church. The Lay Chairman will serve on the Steering Team. In the absence of the Lead Pastor, the Lay Chairman will serve as the moderator of the Board and any other duties as assigned by the President or the Board. The Secretary is responsible for maintaining the records of the corporation and the church.

ARTICLE IX. CHURCH STAFF

Section 9.01 Overview: Highpoint Church deeply values the leadership and servant ministry of our staff that is vitally necessary to fulfill the church’s mission to Love God, Love People, and Make Disciples. There are no jobs on our staff – we consider every employee to be a minister serving on mission. We will seek to partner with only the best in filling the positions on our staff and we will expect excellence and commitment from all who serve. Therefore, we will strive to create a ministry environment for our staff that is conducive to unity, harmony, and solidarity of purpose as we serve together in joy. We are called to the highest level of service to the King of Kings – may our staff be free to minister accordingly and may the church reflect such in valuing our staff. The Church Staff of Highpoint will serve and minister under the servant leadership, ministry, and authority of the Lead Pastor. The Staff will carry out ongoing day-to-day and month-to-month ministry and administration.

ARTICLE X. CHURCH PARTNERSHIP

Section 10.01 Partnership: Partnership at Highpoint Church is not about adding your name to a roster or roll; it’s about getting involved with the vision, mission, and people of the church. Partnership in Highpoint Church (Partners) will be based upon the following covenant:

A partner must profess to having a personal relationship with Jesus Christ (Romans 10:9-10).
A partner must follow the example of Jesus’ obedience in baptism (Luke 3:21-22).
A partner must sign and commit to the Partnership Covenant of Highpoint Church, reflecting the role of a Christian in the church and society. The wording of such Covenant may be from time to time modified by the Board.
A partner must be accepted as a Highpoint Partner by a resolution of the Board.
A partner may be removed from the fellowship of Highpoint Church by a resolution of the Board.

Section 10.02 Partner Responsibility and Duties: Partners of Highpoint Church shall have the responsibility and the duty to:

Align, accept, and follow the leadership of the Elders of Highpoint in accordance with Scripture
Strive toward personal and corporate worship of our Creator and Savior, Jesus Christ
Strive to connect with other Highpoint Partners in authentic community and discipleship to support one another in growing in Christ’s grace and truth
To follow the model of Christ in serving others in the church, community, and around the world
To be an uncommonly generous people giving joyfully of his/her time, talents and resources to further the cause of Highpoint’s mission to love God, love people, and make disciples
Fulfill the responsibilities of ecclesiastical and corporate partnership as outlined in this Constitution of Highpoint Church

Section 10.03 Annual Meetings: The Church will normally hold an annual business meeting within two months of the end of the Fiscal Year of the church as established by the Board.

Section 10.04 Partner Specific Corporate Duties and Rights:

Any merger of Highpoint Church with another church must be approved by the Partners
Any dissolution of the corporation must be approved by the Partners
The disposition of all or substantially all of the assets of the church must be approved by the Partners
The acquisition of real property and any accompanying indebtedness must be approved by the Partners
The alteration, any amendments, repeal, or institution of new Constitution and/or Bylaws of the corporation must be approved by 2/3rds of the Partners
Men to serve as Elders of the Church are to be nominated by the Partners
Partners will be called upon to affirm with their prayers and support their Elder nominees who the Board selects as new Elders for ordination
Partners will be called upon to affirm with their prayers and support the selection of the Lead Pastor by the Board of Elders, the representatives of the partners
Partners will be called upon to affirm with their prayers and support the annual budget vetted and approved by the Board of Elders, the representatives of the partners
No other rights or privileges are afforded to the partners of the corporation except as outlined in Paragraph 10.07. A majority vote of the partners present will carry any decision except as noted differently in the Constitution. Proxy voting is not permitted

Section 10.05 Quorum: Those partners present and voting at a meeting duly noticed and called shall constitute a quorum of the partners for the transactions of the corporation.

Section 10.06 Notice of Partner Meetings: Notice of partner meetings requiring fulfillment of partners’ responsibilities and duties shall have no less than two weeks notice. The notification requirement will be filled by any one of the following:

Distribution of written material to the congregation in attendance at a regular weekend service;
Announcement of the meeting in a Church newsletter, either electronic or printed;
Oral announcement to the congregation at a weekend service; or
Delivery by United States mail, email, or other electronic communication to each partner identified on the membership roll.

Such notifications shall include communication of any of the following items that will be considered in the corporate member meeting:

Disposing of all or substantially all of the Church’s assets;
Adopting or amending a merger agreement;
Approving the election to wind up and dissolve the Church;
Approving the acquisition of real property and related indebtedness;
Adopting or amending bylaws or constitution.

Section 10.07 Emergency Authority Provision: In the event of a no-confidence
situation for the Board of Elders by partners, the partners at an Annual Board Meeting, by a 2/3 majority may call for an immediate, interim election of a temporary Board of Elders for the corporation to replace the sitting Elders and to enact a review and restructure of the organization.

ARTICLE XI. MISCELLANEOUS

Section 11.01 Contracts & Loans: Within any constraints dictated by the Constitution of Highpoint Church, The Board of Elders may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Elders. Such authority may be general or confined to specific instances.

Section 11.02 Amendment: Subject to the provision of Tennessee Law, these
Constitution or any provision of them may be presented to be altered, amended, or repealed, or new Constitution adopted by the partners upon the recommendation of the Board of Elders. Acceptance of the recommendation for adoption will require an affirmative vote of two-thirds of the partners present at any special or regular partner meeting at which a quorum is present.

Section 11.03 Records: The Corporation is responsible to maintain the following accurate and contemporaneous records and reports:

Financial Records of the church and corporation
Minutes of the proceedings of the meetings of the Board of Elders related to corporate or ecclesiastical governance, meeting of the Elders as related to corporate or ecclesiastical governance, and church partner meetings as related to corporate or ecclesiastical governance.
Church partner records
Charitable contributions

Section 11.04 Indemnification: The Corporation shall indemnify, hold harmless, and defend its Elders, Pastors, Employees, Advisors, and Officers against any liability or other expense arising in connection with their service to the corporation, to the extent afforded by Sections 48-58-501 through 48-58-601 of the Official Code of Tennessee Annotated, as currently in effect and as hereafter amended. The Board of Elders may obtain liability insurance coverage for any or all of the corporation’s Elders, Advisors, Officers, Employees, or agents.

Section 11.05 Dissolution: Upon dissolution, all of the corporation’s assets shall, after all of its liabilities and obligations have been discharged or adequate provision made therefore, be distributed to any association or associations organized for purposes similar to the purpose of the corporation as may be designated by a majority of the Elders then holding office, provided that such organization is an organization qualified under Section 501(c) (3) of the Internal Revenue Code of 1954, as amended.

Section 11.06 Other: Any other functions, responsibilities, and/or duties for the church and/or the corporation outside these Constitution will fall under the authority of the ecclesiastical leadership and governance of the church, including but not limited to a constitution and/or articles of faith.

Section 11.07 Legal Provision: The organization and function of the corporation is under the authority of the Constitution as outlined subject to the laws of the state of Tennessee and any applicable federal laws.

Section 11.08 Severability: Each provision of these By-Laws is intended to be severable. If any term or provision hereof is determined by a Court of competent jurisdiction to be invalid or illegal for any reason whatsoever, such invalid or illegal term or provision shall not affect the validity or legality of the remainder of the other sections and or provisions of these by-laws.

Section 11.09 Controlling Law: This Constitution is adopted in conformance to the laws of the state of Tennessee in a Specially Called Meeting of partners of the Church by a 2/3 majority of those partners voting. Including any rights, remedies or obligations provided for hereunder, this Constitution shall be construed and enforced in accordance with the laws of the state of Tennessee without regard to principles of conflicts of law that would result in the application of the laws of any other state.