1 Constitution & Bylaws of NEIGHBORHOOD MENNONITE

Constitution & Bylaws of NEIGHBORHOOD MENNONITE BRETHREN CHURCH OF VISALIA, CALIFORNIA

A California Nonprofit Religious Corporation

ARTICLE I. NAME AND INCORPORATION

The name of this church shall be NEIGHBORHOOD MENNONITE BRETHREN CHURCH OF VISALIA, CALIFORNIA, also known as NEIGHBORHOOD CHURCH or NMBC. It was incorporated under the laws of the State of California on April 26, 1967.

ARTICLE II. PURPOSE

NMBC is a nonprofit religious corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Religious Corporation Law primarily or exclusively for religious purposes. The specific purposes for which this corporation is organized are religious ones, that is: the advancement of the Kingdom of Jesus Christ through the ministries of its people, i.e., public worship of God, the preaching of the gospel, consistent Christian living by its Members, promotion of personal and public prayer, youth outreach and Christian development, benevolence and care-giving, evangelism, congregational fellowship, missionary endeavor, Christian Bible and theological education, and any and all other ministries consistent with the Bible, NMBC’s Articles of Incorporation, and its Confession of Faith; to acquire by purchase or gift, property whether real or personal to facilitate the foregoing purposes; and to have and exercise all other powers, rights and privileges granted by the State of California.

ARTICLE III. AFFILIATION

NMBC is a Member of the Pacific District Conference, and the United States Conference of Mennonite Brethren Churches of North America. NMBC may give moral and material support to these Conference’s projects and activities.

ARTICLE IV. STATEMENTS OF FAITH

NMBC adopts the Confession of Faith of the Conference of Mennonite Brethren Churches as now stated or as subsequently amended; accepts the Bible as the Holy Scriptures, inspired of God in whole (plenary) and in each part (verbal), as the final authority in all matters of faith, practice, and doctrine all of which are collectively referred to in this Constitution as the NMBC “Confession of Faith”. ARTICLE V. GOVERNMENT

This church is autonomous and maintains the right to govern its own affairs, independent of any denominational control. The church shall be governed by a Board of Elders. The Board of Elders may also be referred to as the Leadership Board. The Board of Elders shall have authority to act on behalf of the church body as outlined in these Bylaws. The fiscal year of this church shall begin on the first day of July and end on the last day of June of the following calendar year.

ARTICLE VI. MEMBERSHIP

Members. (a) The Members, individually referred to as “Member” and collectively as “Members”, of this corporation shall consist of those who have complied with the requirements set forth in Section 6.02 of this Article, have properly presented themselves for Membership in accordance with the procedures determined by the Elder Board, and who have been enrolled as Members on the Membership roster. (b) No person may hold more than one Membership. (c) Membership in this corporation shall not vest in any Member any distributions from the corporation during the existence of the corporation, but shall only entitle the Member to vote at meetings of the Members. Membership shall not be assignable inter vivos by any Member, nor shall Membership vest to any personal representative, heir or devisee.

Requirements for Membership. To be a Member, an individual must claim Jesus as their Lord and Savior, be sixteen (16) years old or older, and comply with any other Membership requirements as determined by the Elder Board. Any further requirements of Membership determined by the Elder Board shall be made publicly visible on the website or in any other public medium reasonable at the time.

Removal of Members. Membership of any Member shall cease on the happening of any of the following events: (a) the Member’s death or resignation; (b) the determination by the Lead Pastor or Elder Board that the Member is physically incapacitated, has ceased to maintain an active involvement in the affairs of NMBC, no longer meets the requirements for membership as defined in Section 6.02, or is spiritually disqualified. Any Member so removed has the right to appeal to the Elder Board.

Discipline of Member. All Members, by applying for Membership, have agreed to submit themselves to dispute resolution as determined by the Elder Board. The dispute resolution may result in consequences such as loss of voting rights and removal from Membership.

Membership Authority. All Members have the right to vote in a duly noticed Meeting on the following: (a) Election of Members of the Elder Board; (b) Affirmation of a newly nominated Lead Pastor; (c) Approval to borrow money and incur indebtedness on behalf of NMBC and cause to be executed and delivered for NMBC's purposes in the corporate name promissory notes, bonds, debentures, deeds of trusts, mortgages, pledges, hypothecations, and other evidences of debt and securities in an amount in excess of two hundred fifty thousand dollars ($250,000); (d) Adopt NMBC’s annual operating budget and long-term capital budgets; (e) Amendments to the Bylaws; (f) Dissolution of the legal entity; or, (g) Any other action required by law to include a vote of the Members.

In addition, the Corporation may refer to persons associated with it as “members,” even though those persons are not Members as defined above. No such reference shall constitute anyone as a Member within the meaning of Corporations Code §5056. References in these bylaws to “Members” are not references to such associated persons.

ARTICLE VII. OFFICERS, ELDERS, AND STAFF

Corporate Officers. The Corporate Officers shall consist of the Chair, Vice-Chair, Secretary, and Treasurer. The Elders may also appoint other officers, as they deem necessary. These officers may be other elders or identified operational staff positions (to serve as non-voting elders) as “Members at large” and shall be elected by the Board of Elders for a term of one (1) year at the first meeting of the Board of Elders in a new fiscal year. An Elder may serve in at most one officer position at a time, and the Lead Pastor is ineligible for service as an officer. All officers must be Members. (a) Chair - The Chair of the Board of Elders shall be the Chair of the Corporation. The Chair shall be an Elder elected to the position of Chair by the Board of Elders. The Chair shall preside at all official business sessions of the congregation and of the Board of Elders. (b) Vice-Chair - The Vice-Chair of the Board of Elders shall be the Vice-Chair of the Corporation. The Vice-Chair shall perform the duties of the Chair in his absence and such other duties, which the Chair may assign. (c) Secretary - The Secretary of the Board of Elders shall be the Secretary of the Corporation. The Secretary shall keep an accurate record of the proceedings of all business meetings of the congregation and the Board of Elders, attend to all official correspondence, and preserve all records of church business. (d) Treasurer - The Treasurer of the Board of Elders shall be the Treasurer of the Corporation.

Board of Elders. (a) The Elder Board - The Elder Board shall consist of not less than five and not more than twelve Members. The Elder Board may also be referred to as the “Leadership Board” or the “Board”. An Elder may be referred to as a “Member of the Board” or “Director”. (b) Qualifications of an Elder – An Elder must meet and uphold biblical qualifications for holding the office of an Elder. An Elder must be above reproach in all manners of service to the church and personal behavior in and among the community. No Elder will be financially compensated for serving as an Elder. (c) Duties of the Elders - The Elders shall manage and direct the ministries of the church in all spiritual and financial matters. Specifically, the Elders are: (i) To support the Neighborhood Church staff in the fulfillment of the mission of Neighborhood Church. (ii) To review and approve the annual budget as prepared by the staff. (d) Election and Term of the Elders -Elders are to be nominated by the existing Elders. Each Elder shall serve for a one (1) year term. There are no limitations on how many consecutive terms an Elder may serve. (e) Vacancies on the Board - A vacancy on the Board of Elders because of death, resignation, removal, disqualification or any other cause may be filled by a person meeting the qualifications of

3 an Elder who is elected by a two-thirds majority of the remaining elders. The term of an Elder so elected shall end at the end of the fiscal year, at which time the person can be recommended and reaffirmed by the Elder Board. (f) Termination of an Elder - An Elder may be removed from the Board of Elders by a three- quarters majority vote of the remaining Elders.

Elder Board Meetings. (a) Calling and Adjournment of a Board Meeting – Meetings of the Board may be called by the Chair, the Vice-Chair, the Secretary, or any two directors. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. (b) Quorum – A Quorum shall be at least sixty percent (60%) of the Members of the Board. The Lead Pastor is a non-voting Member of the Board. The attendance of the Lead Pastor is not used to determine a quorum. (c) Voting – All voting shall be by two-thirds (2/3) majority, except where stated otherwise in these Bylaws. Each Elder shall have one vote on each matter presented to the Board. No Elder may vote by proxy. (d) Emergency - Meetings of the Elder Board shall follow the guidelines as noted in this section, except where modified by the Lead Pastor and/or the Chair of the Board of Elders to respond to specific needs of the church and for specific purpose as a result of an emergency or disaster. (e) Robert’s Rules of Order - The latest edition of “Robert’s Rules of Order” will prevail for all meetings. (f) Action Without Meeting – An action required or permitted to be taken by the Board may be taken without a meeting if all directors shall individually or collectively consent in writing to that action and if the number of directors then in office constitutes a quorum. The written consent or consents shall be filed with the minutes of the proceedings of the Board. The action by written consent shall have the same force and effect as a unanimous vote of the Board. (g) E-Mail and Video Conferencing – Elders may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the corporation. Participation in a meeting through use of conference telephone or electronic video screen communication pursuant to this section constitutes presence in person at that meeting as long as all Elders participating in the meeting are able to hear one another. Participation in a meeting through use of electronic transmission by and to the corporation, other than conference telephone and electronic video screen communication pursuant to this subdivision constitutes presence in person at that meeting, if it complies with California Corporations Code §9211. (h) Waiver of Notice. Notice of an Elder Board meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice.

Lead Pastor. (a) Qualifications of the Lead Pastor - The Lead Pastor shall meet the biblical criteria for an Elder as described in Section 7.02(B).

(b) Duties of the Lead Pastor - The Lead Pastor is the spiritual leader and administrator of the church under the direction of the Elders. Specifically, the Lead Pastor shall: (i) Communicate the vision and goals of the church regularly to staff, lay leaders, and the general congregation. (ii) Direct the teaching at NMBC. (c) Appointment of a New Lead Pastor - In the event of a vacancy in the position of the Lead Pastor, a Pastor Search Committee shall be appointed by the Board of Elders to investigate candidates for Lead Pastor. Upon a two-thirds majority approval of the Pastor Search Committee, the candidate will be recommended to the Board of Elders, who with three-quarters majority approval may offer the candidate the position. (d) Termination of the Lead Pastor - The Lead Pastor may be removed by the Elder Board. A three-quarters vote to dismiss by the Elder Board shall be necessary to remove the Lead Pastor.

ARTICLE VIII. COMMITTEES

Official Board Committees. Committees of the Board may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two or more Members of the Board, and shall have the powers of the Board as may be expressly delegated to it by resolution of the Board of Directors, except with respect to: (a) the approval of any action for which the California Nonprofit Religious Corporation Law also requires Members’ approval; (b) the filling of vacancies on the Board or on any committee; (c) the fixing of compensation of the Directors for serving on the Board or on any committee; (d) the amendment or repeal of Bylaws or the adoption of new Bylaws; (e) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; (f) the appointment of other committees of the Board or the Members thereof; (g) the expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected; or (h) the approval of any self-dealing transaction, as these self-dealing transactions are defined in Corp. Code § 9243(a).

Any committee may be designated an Executive Committee or by another name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any committee shall be conducted. In the absence of any prescription, the committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or the committee shall otherwise provide, the regular and special meetings and other actions of any committee shall be governed by the provision of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

ARTICLE IX. MEETINGS

Business Meetings. (a) Regular general meeting shall be convened at least once per year between April 1 and June 30 to: Elect the next fiscal year’s Office Holders, adopt the budget, receive financial and ministry

5 reports related to the prior year, and process any and all other business for Membership consideration. Other meetings may be convened more frequently as follows: (i) Other regular general meetings as desired may be scheduled by the Lead Pastor or a Board Resolution. (ii) Special meetings may be called as deemed necessary by the Board or by any fifty (50) Members on their written petition to the Board. (b) All general or special meetings (generically, “Business Meetings”) shall be publicly announced by posting on the NMBC property and/or other publication reasonably calculated to give adequate notice to the involved electorate for such a meeting at least fourteen (14) calendar days preceding such meetings, unless other notice is prescribed by this Constitution. The notice for any meeting shall specify the major subjects to be addressed at such meeting. (c) A quorum at any Business Meeting shall consist of the eligible electorate for that meeting in attendance. (d) Any members’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting, either in person or by proxy. ARTICLE X. MISCELLANEOUS

Indemnification. The Board of Elders shall by resolution provide for the indemnification of Officers, Elders and Staff in positions of responsibility with the church to protect them from suits brought or threatened to be brought against them personally by reason of their position with the church, their good faith actions for the benefit of the church, or for negligence insured against by the church. Nothing in this clause shall violate California Corporations Code Section 9246.

Amendments. Amendments shall be proposed by the Elder Board. Any proposed amendments to the Bylaws shall pass with a three-quarter majority vote by the Board of Elders. The proposed amendment will then be voted on by the Members in a duly noticed Business Meeting. The proposed amendment shall pass with an eighty percent (80%) or more affirmative vote at a duly noticed Business Meeting.

Severability. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

Dissolution. No part of the earnings, properties or assets of this church, on dissolution or otherwise, shall inure to the benefit of any private person or individual or any Member, director, or official of this church, and on liquidation or dissolution all properties and assets of this church remaining after paying or providing for all debts and obligations shall be distributed and paid over to such corporation(s) organized and operated for religious purposes in conformity to the Statement of Faith as stated in this Constitution, as determined by the Board of Elders.

Irrevocable Dedication of Assets. This corporation’s assets are irrevocably dedicated to religious purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any

6 director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code §501(c)(3).