BYLAWS OF
TRINITY REFORMED BAPTIST CHURCH
A California Religious
Corporation
ARTICLE 1
OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the
corporation shall be:
14407 East Rosecrans Avenue, La
Mirada 90638 located in Los Angeles County, California
SECTION 2. LEGAL SERVICE AND
FINANCIAL OFFICE
Legal service should be to:
Trinity Reformed Baptist Church c/o
Deacon Jerry Wych
1522 Via Linda
Fullerton, CA
92833
ARTICLE 2
TYPE
SECTION 1. CORPORATION TYPE
Subject to the provisions of
the California Nonprofit Religious Corporation law and any limitations in the Articles of
Incorporation and Bylaws. This corporation is a non-membership type.
ARTICLE 3
DIRECTORS
SECTION 1. NUMBER
Those individuals holding the
offices of elder or deacon in harmony with the standards of Scripture, the Confession of
Faith and the church constitution shall automatically become directors. The current five
elders and five deacons constitute the Board of Directors. The number may be changed by
automatic qualification or
disqualification of the
individuals holding the aforementioned church offices. During the time, a church officer
takes a leave of absence or a sabbatical from the duties of their church office that
director shall automatically be relieved from voting and participating in corporate
affairs as well. Accordingly, no change to this Bylaw shall be made for automatic changes.
SECTION 2. POWERS
The activities and affairs of
this corporation shall be conducted and all powers shall be exercised by or under the
direction of the Board of Directors.
SECTION 3. DUTIES
It shall be the duty of the
directors to:
(a) Perform any and all duties
imposed on them collectively or individually by law, by the Articles of Incorporation of
this corporation, or by these Bylaws;
(b) Meet at such times and
places as required by these Bylaws or as deemed necessary.
SECTION 4. TERMS OF OFFICE
Each director shall hold their
offices for the same term as their service as elders and deacons.
SECTION 5. COMPENSATION
Directors shall serve on the
Board without compensation. However, Directors may be compensated for their work of
ministry.
SECTION 6. REGULAR AND ANNUAL
MEETINGS
(a) Regular meetings - shall be
held whenever called by the President or designate, or by a simple majority of the
directors. Notice of this meeting shall be made by any of the following means: public
announcement, personal contact, telephone message , or by mail.
(b) Annual meetings - shall be
held publicly on the last Friday of the month of January every year or at another time
agreed by the Board. Notice of this meeting shall be made by at least two of the means
applied to regular meetings.
SECTION 7. QUORUM FOR MEETINGS
A majority of active Board
members (including at least one elder, if there are elders on the Board) physically
present in a duly called meeting shall constitute a quorum. Except as otherwise provided
in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no
business shall be considered by the Board at any meeting at which a quorum, herein
defined, is not present.
SECTION 8. VOTING RULES
(a) Elders - Provided a quorum
is present, the elder members of the Board shall together constitute 51.0% of the
effective vote. If one elder is present he shall exercise the entire 51.0%. If two elders
are present, they shall each exercise 25.5% of the effective vote. If three elders are
present, they shall each exercise 17.0% of the effective vote. Additional elder voting
fractions shall likewise be computed if the number of elder members is increased.
(b) Deacons - Provided a quorum is present,
the deacon members of the Board shall together constitute 49.0% of the effective vote. The
same fractional voting distribution method as described in (a) for elders shall also apply
for the deacons.
(c) Special Circumstances - The Board will
consider the majority perspective of the church membership (as determined by conducting an
affirming vote or polling the membership of the church) in cases where real property is to
be acquired, transferred, mortgaged, pledged, hypothecated or encumbered.
SECTION 9. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be
presided over by the Corporate President who is also the chairman of the Board or in his
absence by a Corporate Vice-President, or in the absence of these persons, by a
Chairperson chosen by a majority of the directors present at the meeting. The Corporate
Secretary or his designate shall act as secretary of all meetings of the Board, provided
that, in his absence, the presiding officer shall appoint another person to act as
Secretary of the Meeting.
SECTION 10. NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable
for the debts, liabilities, or other obligations of the corporation.
ARTICLE 4
OFFICERS
SECTION 1. NUMBER OF CORPORATE
OFFICERS
The officers of the Corporation
shall be a President, and various Vice Presidents among whom one shall be a Secretary and
another a Treasurer. The corporation may also have, as determined by the Board of
Directors, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or
other positions. Any number of offices may be held by the same person except that neither
the Secretary nor the Treasurer may serve as the President or Chairman of the Board.
SECTION 2. QUALIFICATION,
ELECTION AND TERM OF OFFICE
Any elder may serve as officer
of this corporation unless there is an insufficient number of elders. An officer shall be
elected by the Board of Directors, at any time, and serve indefinitely until he resigns or
is otherwise disqualified to serve, or until his successor shall be elected, whichever
occurs first.
SECTION 3. REMOVAL AND
RESIGNATION
Any officer may be removed,
either with or without cause, by the Board of Directors, at any time. Any officer may
resign at any time by giving written notice to the Board of Directors or to the President
or Secretary of the corporation. Any such resignation shall take effect at the date of
receipt of such notice or at any later date specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 4. VACANCIES
Any vacancy caused by death,
resignation, removal, or otherwise, of any officer shall be filled by the Board of
Directors. In the event of a vacancy in any office other than that of President, such
vacancy may be filled temporarily by appointment by the President until such time as the
Board shall fill the vacancy. Vacancies occurring in offices appointed at the discretion
of the Board may or may not be filled as the Board shall determine.
SECTION 5. DUTIES OF PRESIDENT
The President shall be the
chief executive officer of the corporation and shall, subject to the control of the Board
of Directors, supervise and control the affairs of the corporation and the activities of
the officers. He shall perform all duties incident to his office and such other duties as
may be required by law, by the Articles of Incorporation of this corporation, or by these
Bylaws, or which may be prescribed from time to time by the Board of Directors. Whenever
possible, he shall preside at all meetings of the Board of Directors. Except as otherwise
expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he shall
in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks,
or other instruments which may from time to time be authorized by the Board of Directors.
SECTION 6. DUTIES OF VICE
PRESIDENT
In the absence of the
President, or in the event of his inability or refusal to act, the Vice President shall
perform all duties of the President, and when so acting shall have all the powers of, and
be subject to all the restrictions on, the President. The Vice President shall have other
powers and perform such other duties as may be prescribed by law, by the Articles of
Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
SECTION 7. DUTIES OF SECRETARY
The Secretary shall:
(a) Certify and keep at the
principal office of the corporation the original, or a copy of these Bylaws as amended or
otherwise altered to date.
(b) Keep at the principal
office of the corporation or at such other place as the Board may determine, a book of
minutes of all meetings of the directors, and, if applicable, recording therein the time
and place of holding, whether regular or special, the names of those present or
represented at the meeting, and the proceedings thereof.
(c) See that all notices are
duly given in accordance with the provisions of these Bylaws or as required by law.
(d) Be custodian of the records
and of the seal (if one exists) of the corporation and see that the seal is affixed to all
duly executed documents, the execution of which on behalf of the corporation under its
seal is authorized by law or these Bylaws.
(e) Exhibit at all reasonable
times to any director of the corporation, or to his agent, on request therefor, the Bylaws
and the minutes of the proceedings of the directors of the corporation.
(f) In general, perform all
duties incident to the office of Secretary and such other duties as may be required by
law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which
may be assigned to him from time to time by the Board of Directors.
SECTION 8. DUTIES OF TREASURER
Subject to the provisions of
these Bylaws relating to the "Execution of Instruments, Deposits and Funds" the
Treasurer shall:
(a) Have charge and custody of,
and be responsible for, all funds and securities of the corporation, and deposit all such
funds in the name of the corporation in such banks, trust companies, or other depositories
as shall be selected by the Board of Directors.
(b) Receive, and give receipt
for, monies due and payable to the corporation from any source.
(c) Disburse, or cause to be
disbursed, the funds of the corporation as may be directed by the Board of Directors,
taking proper receipts or other support for such disbursements.
(d) Keep and maintain adequate
and correct accounts of the corporation's properties and business transactions, including
accounts of its assets, liabilities, receipts, disbursements, gains and losses.
(e) Exhibit at all reasonable
times the books of account and financial records to any director of the corporation, or to
his agent.
(f) Render to the President and
directors, whenever requested, an account of any or all of his transactions as Treasurer
and of the financial condition of the corporation.
(g) Prepare, or cause to be
prepared, and certify, or cause to be certified, the financial statements to be included
in any required reports.
(h) In general, perform all
duties incident to the office of Treasurer and such other duties as may be required by
law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may
be assigned to him from time to time by the Board of Directors.
ARTICLE 5
EXECUTION OF INSTRUMENTS,
DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF
INSTRUMENTS
The Board of Directors, except
as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of
the corporation 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. Unless so authorized, no officer, agent, or employee shall have any
power or authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise
specifically determined by resolution of the Board of Directors, or as otherwise required
by law, checks, drafts, promissory notes, orders for payment of money, and other evidence
of indebtedness of the corporation shall be signed by the Treasurer (or his designate) and
countersigned by the President (or his designate) of the corporation.
SECTION 3. DEPOSITS
All funds of the corporation
shall be deposited from time to time to the credit of the corporation in such depositories
as the Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may
accept on behalf of the corporation any contribution, gift, bequest, or devise for the
religious purposes of this corporation.
ARTICLE 6
CORPORATE RECORDS, REPORTS
AND SEAL
SECTION1. MAINTENANCE OF
CORPORATE RECORDS
The corporation shall keep at
its principal office in the State of California:
(a) Minutes of all meetings of
directors, committees of the Board and, time and place of meetings, whether regular or
special, the names of those present and the proceedings thereof;
(b) A copy of the corporation's
Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection
by an interested party.
SECTION 2. CORPORATE SEAL
The Board of Directors may
adopt, use and at will alter, a corporate seal. Such seal shall be kept at the principal
office of the corporation. Failure to affix the seal to corporate instruments, however,
shall not affect the validity of any such instrument.
ARTICLE 7
AMENDMENTS
SECTION 1. BYLAWS
Subject to any provision of law
applicable to the amendment of Bylaws of religious non-profit corporations, these Bylaws,
or any of them, may be altered, amended, or repealed and new Bylaws adopted.
SECTION 2. ARTICLES
Amendment of Articles of
Incorporation may be adopted by the approval of the Board of Directors.
Bylaws as of September 1, 1997 |