THE CHURCH AT HORSESHOE BAY
BYLAWS
AS AMENDED AND RESTATED EFFECTIVE JANUARY 15, 2017

PREAMBLE

We, the members of THE CHURCH AT HORSESHOE BAY, in faithful response to the will and purposes of God as revealed through Jesus Christ and God’s continuing revelation in the world, do hereby adopt and restate these Bylaws effective January 15, 2017, thereby amending and restating a Constitution enacted by the members on January 24, 1993 and later amended January 21, 2007.

ARTICLE 1
OFFICES

1.01. Principal Office. The principal office of the Corporation in the State of Texas shall be located at 600 Hi Ridge Road, Horseshoe Bay, Texas 78657. The Board of Trustees may change the location of any office of the Corporation.

1.02. Registered Agent. The Registered Agent of the Corporation shall be the Chairperson of the Board of Trustees. The Corporation shall comply with the requirements of the Texas Non-Profit Corporation Act (TX CV Code Ann. § 1396-1.01 et seq. (“the Act”).

ARTICLE 2
PURPOSE

The purpose of this Corporation is to proclaim the gospel of Jesus Christ in faithful response to God’s will and purposes as revealed through Jesus Christ; to nurture and educate members in the Christian faith; to serve the community of which the congregation is a part; to spread the gospel message; to work cooperatively with Christians in other communions and without regard to race or culture; to seek the oneness of the Body of Christ; to be inclusive rather than exclusive and in all ways seek to make known the love of God and saving grace through faith in Jesus Christ.

ARTICLE 3
THE CONGREGATION

3.01. The Congregation. The Church at Horseshoe Bay is an interdenominational congregation composed of individuals from a broad spectrum of the Christian tradition (the “Congregation”). Members come from           Christian backgrounds that profess different doctrinal beliefs and express their faith in a variety of manners, but are united in their confession of faith in Jesus Christ as Lord. In its diversity, the Church unites in a             common love for God through Jesus Christ.

3.02. Membership. An individual may join the Congregation of the Church at Horseshoe Bay in the following ways:

a. by profession of faith that Christ is Lord (Baptism is offered to those who have never been baptized);
b. by transfer of membership from another church as indicated by completing a membership transfer card; or
c. by statement that the person desiring membership is a Christian member in good standing of another congregation but does not desire to transfer that membership.
d. Persons need not relinquish membership in another church to become members of this Church. Persons desiring to be members of the Church under any of the provisions above will meet with at least                            one of the pastors to discuss membership and shall participate in such membership classes or similar informational functions as may be offered by the Church.

3.03 Responsibilities of the Congregation. The Congregation shall ensure the administration of Baptism and the Lord’s Supper (Communion) in its worship services and shall generally oversee the affairs of the Church under the Lordship of Jesus Christ to fulfill the purposes expressed in Article 2. In furtherance thereof, the Congregation shall:

a. elect from its members a Board of Trustees to manage the operations’ finances and activities of the Corporation;
b. review, and if acceptable, approve budgets and related financial policies proposed by the Board of Trustees;
c. call pastors to serve the Church;
d. approve the acquisition or disposal of real property in excess of $50,000;
e. approve the incurrence of any debt in excess of $25,000;
f. sustain its pastors in faithfulness and honor;
g. provide for the spiritual nurture of its members; and,
h. enjoy the rights and assume the responsibilities appropriate to carrying out the purpose of Article 2 except as set forth herein or delegated in these Bylaws.

3.04. Annual Congregational Meeting. Congregational meetings shall be held at least annually in the first month of the fiscal year. Notice of all congregational meetings shall be announced at a regular Sunday morning worship service of the congregation at least three (3) weeks consecutively in advance of the meeting, or by a written notice sent through the mail and postmarked at least twenty one (21) days before the meeting. Purpose(s), date, time, and place of the meeting shall be indicated in each notice.
A vote of the Congregation shall be by ayes and nays or by a show of hands, but upon request by any member of the Congregation, a vote by the Congregation upon a particular matter shall be by secret, written ballot.
Upon prior approval by the Board of Trustees, absentee voting by any congregational member may be permitted provided such action is done in person at the church office prior to any congregational meeting. Determination on a motion shall be by majority vote of the members voting by the means permitted herein.

ARTICLE 4
MANAGEMENT OF THE CORPORATION

4.01. Management. The Board of Trustees shall manage the operations and affairs of the Corporation as provided in the Act and Bylaws.

4.02. Term, Number, Qualifications, and Tenure of Trustees. The powers of the Corporation shall be exercised by or under the authority of, and the property, business, and affairs of the Corporation shall be managed under the direction of, the Board of Trustees.

a. Term. Trustees shall be elected from the church membership for a term of three (3) years.
b. Number. The Board of Trustees shall consist of not fewer than nine (9) or more than fifteen (15) elected members, such number to be determined from time to time by the Trustees.
c. Qualifications. Trustees must be active in the congregation’s life and give evidence of seeking to grow in their own understanding and practice of Christian life. Trustees shall oversee the spiritual well-being of the Church in the same manner as would a lay leader (such as an Elder or Deacon) in other church denominations. Such evidence would include the following:

i. Conduct of one’s life in the light of the teachings of Jesus Christ.
ii. Promotion of good will and Christian fellowship in the Congregation and the community.
iii. Regular attendance at the worship services and stated meetings of the Board of Trustees.
iv. Willingness to fulfill assignments on behalf of the Corporation.
v. Demonstrated skills or potential in carrying out responsibilities of the particular office.
vi. Demonstrated financial commitment to the Corporation, including regular monetary giving to the annual budget adopted by the Congregation.
d. Tenure. Members of the Board of Trustees shall not serve more than two (2) consecutive three (3) year terms but may be renominated after at least a one (1) year break at the end of the second term.

4.03. Nomination of Trustees. The Chairperson of the Board of Trustees shall annually appoint a Nominating Committee of not more than six (6) members. Such appointment to the Nominating Committee is subject to ratification by the Board of Trustees:

a. The Nominating Committee shall solicit recommendations for nominees and shall nominate all Trustees to be elected by the Congregation at its Annual Meeting. Such nominees shall be approved by the Board of Trustees before submission to the Congregation.
b. The Congregation shall be notified in the December newsletter of nominees for Trustees.
c. Three (3) or more members of the Congregation may petition the Nominating Committee to place a name or names in nomination for the position of Trustee by delivering in writing to the Chairperson of the Nominating Committee the proposed name or names. This must be done at least two (2) weeks prior to the annual meeting of the Congregation.

4.04. Election of the Board of Trustees. A person who meets the qualification requirements to be a trustee outlined in 4.02c. and who has been approved by the Board of Trustees may be elected as a trustee. Trustees shall be elected by a majority vote at the Annual Congregational Meeting, or, when filling a vacancy, as provided in 4.05. below.
4.05. Vacancies. Vacancies on the Board of Trustees shall exist upon: (a) the death, resignation, or removal of any Trustee; or (b) an increase in the authorized number of Trustees. Any vacancy occurring in the Board of Trustees shall be filled by the Board of Trustees. A vacancy is filled by the affirmative vote of a majority of the remaining Trustees. Trustees elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.
4.06. Board of Trustees Meetings. Regular meetings of the Board of Trustees shall be held at such times and places as the Board may determine. The meetings shall be held in the registered office of the Corporation, unless the chairperson notifies the trustees otherwise. The Senior Pastor and Pastor of the Church shall be ex-officio (but nonvoting) members of the Board of Trustees, and the Senior Pastor and Pastor shall attend meetings of the Board of Trustees. Associate Pastors and other persons may attend the meetings when requested. All meetings of the Board of Trustees shall be open to all members of the Church, except for Executive Sessions called by the Chairperson. Any action proposed in Executive Session shall be approved in an open session.
4.07. Special Board Meetings. Special meetings of the Board of Trustees may be called by the Chairperson of the Board and by the Chairperson of the Board upon request of three (3) members of the Board of Trustees. The person or persons calling a special meeting shall notify the Corporate Secretary of the information required to be included in the notice of the meeting. The Secretary shall give notice to the Trustees as required in the Bylaws.
4.08. Action by Consent of Board Without Meeting. Any action required or permitted to be taken by the Board of Trustees may be taken without a meeting if all members of the Board consent in writing or by electronic mail to the action.
4.09. Notice. Notice of special meetings shall be made by telephone or by announcement at a Sunday morning worship service, by mail, or by e-mail. The purpose(s), time, date, and place of the meeting shall be indicated in each notice.
4.10. Quorum. A majority of the number of Trustees then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees. The Trustees present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Trustees leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Trustees required to constitute a quorum.
4.11. Conduct of Meetings. At every meeting of the Board of Trustees, the Chairperson of the Board shall preside, and if not, the Vice Chairperson. The Secretary of the Corporation shall act as Secretary of the Board of Trustees; however, the Chairperson, or the person presiding, may appoint any person to act as secretary for the particular meeting. The Secretary shall keep accurate minutes of all meetings of the Board of Trustees, both regular and special, and provide for these minutes to be reviewed and approved as specified by the Board of Trustees, and shall be the Church correspondent to official entities.
4.12. Authority of the Board of Trustees. In addition to the powers and authorities expressly conferred by these Bylaws upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by the Act except for those matters expressly reserved to the Congregation under Section 3.03. The Board of Trustees shall have the authority and the responsibility to establish policies and programs taking into full account the responsibility of the Congregation to the total witness, mission, and nurture of The Church at Horseshoe Bay.
4.13. Duties of the Board of Trustees. Except for those matters reserved to the Congregation as expressed in 3.03., the Board of Trustees shall:

a. Be responsible for conducting the business affairs of the Corporation and provide for the planning, coordination, implementation, and evaluation of the work and activities of the Congregation;
b. Receive regular reports from its committees and from other authorized organizations within the Corporation, and shall act upon such reports as may be required;
c. Receive the proposed annual budget of the Corporation from the Finance Committee and, upon Board acceptance, recommend its approval to the Congregation at its Annual Meeting. Requests for non budgeted funds from committees or organizations within the Corporation shall be approved or disapproved by the Board;
d. Be responsible for conducting all business matters of the Corporation;
e. Carry out such other responsibilities as may be assigned to it by the Congregation;
f. Hold title to and manage all properties, including, but not limited to, trust funds, owned by the Church;
g. Perform such other duties as may be required by the laws of the State of Texas; and
h. Act in emergency situations on behalf of the Congregation.

4.14. Duty to Avoid Improper Distributions. Trustees may be liable for improper distributions and shall have all defenses thereto as are provided by the Act.
4.15. Actions of Board of Trustees. The Board of Trustees shall attempt to act by consensus. However, the vote of a majority of Trustees present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Trustees unless the act of a greater number is required by law or the Bylaws. A Trustee who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the decision of the Board of Trustees.
4.16. Proxies. A Trustee may vote by proxy executed in writing by the Trustee if the proxy complies with the provision of Section 12.02. No proxy shall be valid after three (3) months from the date of its execution.
4.17. Compensation. Trustees shall not receive compensation for their services as a Trustee. A Trustee may be reimbursed reasonable expenses incurred by him or her as outlined by church policies and procedures regarding accountable reimbursement.
4.18. Removal of Trustees. The Board of Trustees may vote to remove a Trustee at any time, with or without good cause. A meeting to consider the removal of a Trustee may be called with notice to the Board members. The notice of the meeting shall state that the issue of possible removal of the Trustee will be on the agenda. A Trustee may be removed by the affirmative vote of a majority of the Board of Trustees.
4.19. Resignation. A trustee may resign at any time by giving written notice to the Board of Trustees. Such resignation shall be effective at the time stated in the notice.

ARTICLE 5
OFFICERS

5.01. Officer Positions. The officers of the Corporation shall be a chairperson, vice chairperson, corporate secretary, treasurer and assistant treasurer. The Board of Trustees may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. The same person may hold any two or more offices, except the offices of chairperson and secretary shall not be held by the same person.

5.02. General Duties. All officers and agents of the Corporation, as between themselves and the Corporation, shall have such authority, perform such duties, and manage the Corporation as may be provided in these Bylaws or as may be determined by resolution of the Board of Trustees not inconsistent with these Bylaws.

5.03. Election and Term of Office. The Board of Trustees at its regular annual meeting shall elect the officers of the Corporation. If the election of officers is not held at this meeting, the election shall be held as soon thereafter as possible. Each officer shall hold office until a successor is duly selected and qualified. An officer may be elected to succeed himself or herself in the same office.

5.04. Removal. The Board of Trustees, with or without good cause, may by majority vote remove any officer elected or appointed by the Board of Trustees.

5.05. Resignation. An officer may resign at any time by giving written notice to the Board of Trustees. Such resignation shall take effect at the time specified in the notice, and, unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.

5.06. Vacancies. The Board of Trustees may fill the vacancy in any office for the unexpired portion of that officer’s term.

5.07. Chairperson. The chairperson shall be the chief executive officer of the Corporation and a member of the Board of Trustees. The chairperson shall preside at all meetings of the Board of Trustees. The chairperson shall perform other duties prescribed by the Board of Trustees and all duties incident to the office of chairperson. The harmonious and effective administrative functioning of the Church rests finally with the chairperson. The chairperson shall encourage orderly procedures in the life and work of the Congregation and the Board. The chairperson shall be an ex officio member of all organizational functions of the Congregation.

5.08. Vice Chairperson. When the chairperson is absent, is unable to act, or refuses to act, a vice chairperson may perform the duties of the chairperson. When a vice chairperson acts in place of the chairperson, the vice chairperson shall have all the powers of and be subject to all the restrictions upon the chairperson. A vice chairperson shall perform other duties as assigned by the chairperson or Board of Trustees.

5.09. Treasurer and Assistant Treasurer. The treasurer (and assistant treasurer) shall assure that accurate records of all income and expenditures are maintained and shall make reports thereon to the Board of Trustees at the regular meetings of the Board of Trustees. The treasurer shall cause an audit or review of the records to be made, as directed by the Board or Congregation. The treasurer and assistant treasurer shall mutually determine the duties of the assistant treasurer.

5.10. Corporate Secretary. The corporate secretary shall attest all legal documents and matters directly binding the church activities. The corporate secretary shall perform duties as assigned by the chairperson or by the Board of Trustees and perform all duties incident to the office of corporate secretary.

5.11. Disallowed Payments. Any payments made to a member of the Congregation, such as an expense reimbursement incurred by that person, which is disallowed in whole or in part as an acceptable expense by the Internal Revenue Service (“IRS”), shall be reimbursed by such person to the Corporation to the full extent of such disallowance. It shall be the duty of the Board of Trustees to enforce payment of each such amount disallowed.

ARTICLE 6
COMMITTEES

6.01. Establishment of Committees. The Board of Trustees shall establish standing committees and other committees necessary for the conduct of the work of the Board. The Board of Trustees may adopt a resolution establishing one or more committees delegating specified authority to a committee, and appointing or removing members of a committee. A committee may include one or more Trustees and may include persons who are not Trustees. The Board of Trustees may establish qualifications for membership on a committee. The Board of Trustees may delegate to the chairperson its power to appoint and remove members of a committee that has not been delegated any authority of the Board of Trustees.

6.02. Term of Office. Each member of a committee shall continue to serve on the committee until a successor is appointed or the committee is terminated. However, the term of a committee member may terminate earlier if the member dies, ceases to qualify, resigns, or is removed as a member. A vacancy on a committee may be filled by an appointment made in the same manner as an original appointment. A person appointed to fill a vacancy on a committee shall serve for the unexpired portion of the previous committee member’s term.

6.03. Pastor Search Committee. When a vacancy occurs in the Senior Pastor’s, or Pastor’s position, the Board of Trustees shall appoint a Search Committee to make recommendations to the Congregation to fill the position.

ARTICLE 7
TRANSACTIONS OF THE CORPORATION

7.01. Contracts. The Board of Trustees may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation. The Chairperson and the Treasurer may execute contracts with a total value of $5,000 or less without further Board approval. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.

7.02. Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in banks, trust companies, or other depositaries that the Board of Trustees selects.

7.03. Gifts. This Church is a qualified section 501(c)(3) organization. All tithes, offerings, or donations of any kind are tax-deductible to the extent permitted under section 170(c)(2) of the Internal Revenue Code. The Board of Trustees of the Church is responsible for oversight and management of all monies donated to the Church. While requests from donors as to the purpose of funds donated will be considered and respected, the Board of Trustees retains the final authority to determine allocation of donations received to established Funds of the Church.

7.04. Loans and Related Parties. The Corporation shall not make any loan to any member of the Congregation.

ARTICLE 8
BOOKS AND RECORDS

8.01. Required Books and Records. The Corporation shall keep correct and complete books and records of account. The Corporation’s books and records shall include:

a. A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Corporation, including, but not limited to, the Articles of Formation, and any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent.
b. A copy of the Bylaws, and any amended versions or amendments to the Bylaws.
c. Minutes of the proceedings of the Board of Trustees, and committees having any of the authority of the Board of Trustees.
d. A list of the names and addresses of the Trustees, officers, and any committee members of the Corporation.
e. Certain financial and other records as may be required by applicable laws, rules and regulations, including but not limited to:

i. A financial statement showing the assets, liabilities, and net worth of the Corporation at the end of the three most recent fiscal years.
ii. A financial statement showing the income and expenses of the Corporation for the most recent fiscal year.
iii. All rulings, letters, and other documents relating to the Corporation’s federal, state, and local tax status.
iv. The Corporation’s federal, state, and local information or income tax returns for the Corporation’s three most recent tax years.

ARTICLE 9
FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year from January 1 to December 31

ARTICLE 10

INDEMNIFICATION/INSURANCE

10.01 Insurance. The Corporation shall provide insurance to protect the physical property of the Church, and to protect its Trustees, Officers, Employees, Agents, and Volunteers in such amounts and with such coverages as deemed necessary or desirable by the Board.

10.02 When Indemnification is Required, Permitted, and Prohibited.

a. The Corporation shall indemnify a Trustee, Officer, Committee Member, Employee, or Agent of the Corporation or any Volunteer acting on the authority of a Trustee, Officer, Committee Member, Employee or Agent of the Corporation or participating in any church authorized program who was, is, or may be named a defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation, and such indemnification shall be to the maximum extent allowed by the Act or other applicable law.
b. The termination of a proceeding by judgment, order settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation.
c. The Corporation shall pay or reimburse expenses incurred by a Trustee, Officer, Committee Member, Employee, Agent or Volunteer of the Corporation in connection with the person’s appearance as a witness or other participation in a proceeding involving or affecting the Corporation when the person is not a named defendant or respondent in the proceeding.
d. In addition to the situations otherwise described in this Paragraph, the Corporation may indemnify a Trustee, Officer, Committee Member, Employee, Agent, or Volunteer of the Corporation to the extent permitted by law. However, the Corporation shall not indemnify any person in any situation in which indemnification is prohibited by the terms of Paragraph 10.02(a), above.
e. Before the final disposition of a proceeding, the Corporation may pay indemnification expenses permitted by the Bylaws and authorized by the Corporation. However, the Corporation shall not pay indemnification expenses to a person before the final disposition of a proceeding if: the person is a named defendant or respondent in a proceeding brought by the Corporation or the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct.
f. If the Corporation may indemnify a person under the Bylaws, the person may be indemnified against judgments, penalties, including excise and similar taxes, fines, settlements, and reasonable expenses (including attorney’s fees) actually incurred in connection with the proceeding. However, if the proceeding was brought by or on behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.
g. The Corporation shall indemnify such person only if he or she acted in good faith and reasonably believed that the conduct was in the Corporation’s best interests. In a case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Corporation shall not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if a court of competent jurisdiction has adjudged the person liable and all reasonable appeals have been exhausted.

10.03. Procedures Relating to Indemnification Payments.

a. Before the Corporation may pay any indemnification expenses (including attorney’s fees), the Corporation shall specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in paragraph 10.03(c), below. The Corporation may make these determinations and decisions by any one of the following procedures:

i. Majority vote of a quorum consisting of Trustees who, at the time of the vote, are not named defendants or respondents in the proceeding;
ii. If such a quorum cannot be obtained, by a majority vote of the Board of Trustees, designated to act in the matter by a majority vote of all Trustees; consisting solely of two or more Trustees who at the time of the vote are not named defendants or respondents in the proceeding.
iii. Determination by special legal counsel selected by the Board of Trustees by vote as provided in paragraph 10.03(a)(i) or 10.03(a((ii), or if such a quorum cannot be obtained by a majority vote of all Trustees.

b. The Corporation shall authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination of reasonableness of expenses shall be made in the manner specified by paragraph 10.03(a)(iii), above, governing the selection of special legal counsel. A provision contained in the Articles of Incorporation, the Bylaws or policy of the Board of Trustees that requires the indemnification permitted by paragraph 10.02, above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.
c. The Corporation shall pay indemnification expenses before final disposition of a proceeding only after the Corporation determines that the facts then known would not preclude indemnification and the Corporation receives a written affirmation and undertaking from the person to be indemnified. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment shall be made in the same manner as a determination that indemnification is permissible under paragraph 10.03(a), above. The person’s written affirmation shall state that he or she has met the standard of conduct necessary for indemnification under the Bylaws. The written undertaking shall provide for repayment of the amount paid or reimbursed by the Corporation if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking shall be an unlimited general obligation of the person, but it need not be secured and it may be accepted without reference to financial ability to make repayment.

ARTICLE 11
NOTICES

11.01. Notices. Any notice required or permitted by the Bylaws to be given to a Trustee, Officer, Agent or member of a committee of the Corporation may be given by electronic mail (e-mail) or by a notice deposited in the United States mail addressed to the person at his or her address as it appears on the records of the Corporation, with postage prepaid and in a sealed wrapper. A mailed notice shall be deemed delivered when deposited in the mail as set forth above.

11.02. Signed Waiver of Notice. Whenever any notice is required to be given under the provisions of the Act or the Bylaws, a waiver in writing signed by a person entitled to receive a notice shall be deemed equivalent to the giving of the notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived.

11.03. Waiver of Notice by Attendance. The attendance of a person at a meeting shall constitute a waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE 12
SPECIAL PROCEDURES CONCERNING MEETINGS

12.01. Meeting by Electronic Means. The Board of Trustees, and any committee of the Corporation, may hold a meeting by telephone conference call or other electronic means in which all persons participating in the meeting can hear each other. The notice of a meeting by electronic means or by telephone conference must state the fact that the meeting will be held by such means as well as all other matters required to be included in the notice. Participation by a person in a conference call meeting constitutes presence of that person at the meeting.

12.02. Voting by Proxy. A person who is authorized to exercise a proxy may not exercise the proxy unless the proxy is delivered to the person presiding at the meeting before the business of the meeting begins. The secretary or other person taking the minutes of the meeting shall record in the minutes the name of the person who executed the proxy and the name of the person authorized to exercise the proxy. If a person who has duly executed a proxy personally attends a meeting, the proxy shall not be effective for that meeting. A proxy filed with the secretary or other designated presiding person shall remain in force and effect until the first of the following occurs:

a. An instrument revoking the proxy is delivered to the secretary or other presiding person.
b. The proxy authority expires under the terms of the proxy.
c. The proxy authority expires under the terms of the Bylaws.

ARTICLE 13
AMENDMENTS TO BYLAWS

Upon the recommendation of a majority of the Board of Trustees, these Bylaws may be amended at any congregational meeting by a two-thirds (2/3) vote of the members present and voting on the amendment(s), provided the proposed amendment has been provided to the members and an intent to vote on the amendment(s) has been announced at or following three (3) successive Sunday morning worship services immediately prior to the time the vote is taken. Written notice of the proposed amendment(s) shall be sent through mail or e-mail to the members of the congregation at least twenty-one (21) days prior to the time the vote is to be taken.

ARTICLE 14
ORDINATION OF MINISTERS

An individual may be ordained, licensed, or commissioned as a minister of the gospel by The Church at Horseshoe Bay after the candidate has met the qualifications for ordination, licensure, or commissioning. These qualifications may include, but are not limited to, education, experience, and training. The qualifications will be determined by the Board of Trustees.
An ordained minister is authorized by the Corporation to preach and teach the gospel, to administer the sacraments and rites of the church, to exercise pastoral care and leadership and perform such other duties as may be prescribed by the Board of Trustees.

ARTICLE 15
DISSOLUTION

Upon dissolution or winding up of this organization whether voluntary or involuntary, the assets of the organization, after all debts have been satisfied, then remaining in the hands of the Board of Trustees, shall be distributed exclusively to charitable, religious, scientific, literary, or educational organizations which would then qualify under the provisions of Section 501 c (3) of the Internal Revenue Code of 1954 and its regulations as they now exist or as they may hereafter be amended.

ARTICLE 16
MISCELLANEOUS PROVISIONS

16.01. Legal Authorities Governing Construction of Bylaws. The Bylaws shall be construed in accordance with the laws of the State of Texas. All references in the Bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.

16.02. Legal Construction. If any Bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the Bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the Bylaws.

16.03. Headings. The headings used in the Bylaws are used for convenience and shall not be considered in construing the terms of the Bylaws.

16.04. Gender. Wherever the context requires, all words in the Bylaws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.

16.05. Seal. The Board of Trustees may provide for a corporate seal.

16.06. Power of Attorney. A person may execute any instrument related to the Corporation by means of a power of attorney if an original executed copy of the power of attorney is provided to the Secretary of the Corporation to be kept with the Corporation records.

16.07. Parties Bound. The Bylaws shall be binding upon and inure to the benefit of the members of the Corporation, Trustees, officers, committee members, employees, agents and volunteers of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the Bylaws.

CERTIFICATE OF SECRETARY

I hereby certify that I am duly elected and acting Corporate Secretary of said corporation and that the foregoing Bylaws, comprised of fifteen (15) pages, constitute the Bylaws of said corporation as duly adopted by the Corporation at the annual church meeting held on the 15th day of January, 2017.
DATED: _______________________
_______________________________________
Signature
______________________________________
Corporate Secretary of the Corporation

 

 

 

Explanation for the changes

The governance documents of The Church at Horseshoe Bay now consist of Articles of Incorporation (April 14, 1983); Articles of Amendment (August 22, 1990); a “Constitution” (originally, January 24, 1993, and amended and reinstated, effective January 21, 2007); and Bylaws (amended and reinstated, effective January 21, 2007). The Church is incorporated under and must comply with the Texas Non-Profit Corporation Act. (TX. Cv. Code Ann. 1396-1.01 et. seq.)
To assure that the governance documents of the Church must comply with and take advantage of the provisions of the Act, a committee consisting of Mike Maine, Fred Owen, and Kena Richert undertook a review and revision of the so-called “Constitution” (treated by the Church as bylaws) and the amended and restated bylaws, placing all relevant governance provisions into a new, and complete set of Bylaws to be effective upon approval by the Congregation.
This revision was, in the committee’s judgment, necessary for several reasons including clearing up ambiguities in language among the existing documents, placing all governance provisions to comply with Texas law in a single, comprehensive document, cross-referencing inter related sections to define which were controlling and taking advantage of provisions of the Texas Non Profit Act beneficial to the Church and its board. In short, the Committee did an extensive clean up and consolidation of existing documents and added some provisions that the law made available, beneficial to the Church.
The committee DID NOT make any changes in the Responsibilities of the Congregation (sec.3.03) or in the management of the Corporation (article 4) or in the relationship between the responsibilities of the Congregation and the duties of the Board of Trustees. In short, the Church, under the new bylaws, will be governed exactly as it has been in the past.
The major addition to the bylaws is found in Article 10 which provides indemnification for persons acting in an official capacity for the Church or participating in a church authorized program who may be named as a defendant in a proceeding arising out of such actions or participation. We currently carry comprehensive insurance policies covering such matters, but the Church has never had provisions or procedures which relate to the manner in which such indemnity will be granted and payments made. In the Committee’s view, these provisions, which comply with the Texas Act, are absolutely essential in ensuring that Trustees, employees, officers, agents and volunteers continue to provide services without fear of personal liability.
The recommendation of the Committee of the bylaws revisions presented here was unanimous as was the vote of the board to seek Congregational approval for their adoption.

 

 

Please see the Bylaws below from January 2007 and the Constitution for reference:

 

                                                                         BYLAWS

(As Amended and Restated Effective January 21, 2007)

I. BOARD OF TRUSTEES
A. QUALIFICATIONS, ELECTION, AND TERMS OF OFFICE OF TRUSTEES
1. Trustees shall be elected from the church membership for a term of three (3) years.
2. The Board of Trustees shall consist of not less than nine (9) nor more than fifteen (15) elected members.
3. Trustees must be active in the congregation’s life and give evidence of seeking to grow in their own understanding and practice of Christian life. Trustees shall oversee the spiritual well-being of the Church in the same manner as would a lay leader (such as an Elder or Deacon) in other church denominations. Such evidence would include the following:
a. Conduct of one’s life in the light of the teachings of Jesus Christ.
b. Promotion of good will and Christian fellowship in the Congregation and the community.
c. Regular attendance at the worship services and stated meetings of the Board of Trustees.
d. Willingness to fulfill assignments on behalf of the Congregation.
e. Demonstrated skills or potential in carrying out responsibilities of the particular office.
f. Demonstrated financial commitment to the Church.
4. Members of the Board of Trustees shall not serve more than two (2) consecutive three(3)-year terms, but may be re-nominated after at least a one(1)-year sabbatical between terms.
B. AUTHORITY OF BOARD OF TRUSTEES
1. The Board of Trustees shall perform its duties according to the authority granted in the Constitution or otherwise delegated to it by the Congregation in special meetings called according to ARTICLE V of the Constitution.
2. The Board of Trustees shall have the authority and the responsibility to establish policies and programs taking into full account the responsibility of the congregation to the total witness, mission, and nurture of The Church at Horseshoe Bay.
3. The Board of Trustees shall have the authority to appoint or hire a
Recording Secretary whose duties shall be to keep accurate minutes of all meetings of the Board of Trustees, both regular and special, and provide for these minutes to be reviewed and approved by their respective bodies as specified by the Board of Trustees with regard to time, place and manner, and shall be the Church correspondent to official entities.
4. Any officer or staff member may be removed by the Board of Trustees whenever in its judgment the best interests of the Congregation would be served thereby.
5. A majority of the members of the Board of Trustees shall constitute a quorum.
C. RESPONSIBILITIES OF BOARD OF TRUSTEES
1. The Board of Trustees shall conduct its affairs in accordance with the Constitution and the Bylaws of the Congregation.
2. The Board of Trustees shall be responsible for conducting the business affairs of the congregation and provide for the planning, coordination, implementation, and evaluation of the work and activities of the Congregation.
3. The Board of Trustees shall establish committees as needed for the conduct of its work. There shall be no other functional entities within the Congregation with authority to act on behalf of the Congregation or represent the congregation unless the entity has been duly established and authorized by the Board of Trustees.
4. The Board of Trustees shall receive regular reports from its committees and from other authorized organizations within the Congregation, and it shall act upon such reports with approval, disapproval, modification, or referral to the respective committee or other organization.
5. The Board of Trustees shall receive the proposed annual budget of the congregation from the Finance Committee and upon Board acceptance, shall recommend its approval to the Congregation at its annual meeting. Requests for non-budgeted funds from committees or organizations within the Congregation shall be approved or disapproved by the Board.
II. OFFICERS
A. QUALIFICATIONS AND ELECTION OF OFFICERS
1. Officers must be members of the Congregation and the Board of Trustees.
2. The Board of Trustees, at its first meeting following the annual
congregational meeting, shall elect for terms of one (1) year, at least the following officers:
a. Chairman of the Board of Trustees, who shall also serve as an ex-officio member of all standing and special committees.
b. Vice-Chairman of the Board of Trustees.
c. Treasurer of the Board of Trustees.
d. Assistant Treasurer of the Board of Trustees.
e. Corporate Secretary of the Board of Trustees. The Secretary of the Church shall approve the minutes of Board meetings and the congregational meeting.
B. RESPONSIBILITIES
1. The Chairman shall preside at all regular and special meetings of the Congregation and Board of Trustees and perform such other duties normally associated with the office of Chairman, including the execution of legal documents with the attestation of the Corporate Secretary. The harmonious and effective administrative functioning of the Church rests finally with the Chairman. The Chairman shall encourage orderly procedures in the life and work of the Congregation and the Board. The Chairman shall be an ex-officio member of all organizational functions of the Congregation.
2. The Vice-Chairman shall serve to support the Chairman, preside in his or her absence at meetings of the congregation and Board of Trustees, and perform such other duties normally associated with the office of Vice-Chairman or as may be delegated by the Chairman.
3. The Treasurer shall assure that accurate records of all income and expenditures are maintained and shall make reports thereon to the
Board of Trustees at the regular meetings of the Board of Trustees. The Treasurer shall cause an audit or review of the records to be made, as directed by the Board or Congregation. The Treasurer and Assistant Treasurer shall mutually determine the duties of the Assistant Treasurer.
4. The Corporate Secretary shall attest all legal documents and matters directly binding the church activities.
5. The fiscal year shall be the calendar year.
III. PASTORS
a. When a vacancy occurs in the Senior Pastor’s, or Pastor’s position, the Board of Trustees shall appoint a Search Committee to make recommendations to the
Congregation to fill the position.
b. The Senior Pastor and Pastor of the Church shall be ex-officio (but nonvoting) members of the Board of Trustees and the Senior Pastor and Pastor shall attend meetings of the Board of Trustees. Associate Pastors shall attend the meetings when requested.
c. The Senior Pastor, Pastor, and any Associate Pastors shall report to the Board of Trustees.
.
IV. NOMINATING COMMITTEE
A. MEMBERSHIP AND TENURE
1. The Chairman of the Board of Trustees shall annually appoint a Nominating Committee of not more than six (6) members.
2. Appointment to the Nominating Committee is subject to ratification by the Board of Trustees.
B. RESPONSIBILITIES
1. The Nominating Committee shall solicit recommendations for nominees and shall nominate all Trustees to be elected by the congregation at its Annual Meeting.
2. The Congregation shall be notified in the December newsletter of nominees for Trustees.
3. Three (3) or more members of the congregation may petition the Nominating Committee to place a name or names in nomination for the position of Trustee by delivering in writing to the Chairman of the Board of Trustees the proposed nominees. This must be done at least two (2) weeks prior to the annual meeting of the congregation.
V. INSURANCE
The Board of Trustees shall be responsible for providing insurance to protect the physical property of the Church, and to protect its Officers, and its Employees as deemed necessary or desirable by the Board.
VI. DISSOLUTION
Upon dissolution or winding up of this organization whether voluntary or involuntary, the assets of the organization, after all debts have been satisfied, then remaining in the hands of the Board of Trustees, shall be distributed exclusively to charitable, religious, scientific, literary, or educational organizations which would then qualify under the provisions of Section 501 c (3) of the Internal Revenue Code of 1954 and its regulations as they now exist or as they may hereafter be amended.
IIIII. AMENDMENTS
Upon the recommendation of a majority of the Board of Trustees, these Bylaws may be amended by the Congregation according to the procedure set forth in ARTICLE VII of the Constitution.
A copy of this document, together with advance notice of voting for approval thereon, was provided or made available to the Congregation on December 31, 2006, January 7, 2007 and January 14, 2007, and was approved by the unanimous vote of the congregation present and voting on January 21, 2007.

 

  CONSTITUTION
(As Amended and Restated)

PREAMBLE
We, the members of THE CHURCH AT HORSESHOE BAY, in faithful response to the
will and purposes of God as revealed through Jesus Christ and God’s continuing
revelation in the world, do hereby amend this Constitution, amending and restating the
Constitution enacted by the members on January 24, 1993.

ARTICLE I
PURPOSE
The purpose of this Congregation is to proclaim the gospel of Jesus Christ in faithful
response to God’s will and purposes as revealed through Jesus Christ; to nurture and
educate members in the Christian faith; to serve the community of which this
congregation is a part; to spread the gospel message; to work cooperatively with
Christians in other communions and without regards to race or culture; to seek the
oneness of the Body of Christ; and in all ways seek to make known the love of God and
saving grace through faith in Jesus Christ.
ARTICLE II
MEMBERSHIP
The Church at Horseshoe Bay is an interdenominational congregation composed of
individuals from a broad spectrum of the Christian tradition. The Church strives to be
inclusive rather than exclusive. Members come from Christian backgrounds that
profess different doctrinal beliefs and express their faith in a variety of manners, but are
united in their confession of faith in Jesus Christ as Lord. In its diversity, the Church
unites in a common love for God through Jesus Christ.
An individual may join the Congregation of the Church at Horseshoe Bay in the
following ways:
 by profession of faith that Christ is Lord (Baptism is offered to those who have
never been baptized);
 by transfer of membership from another church as indicated by completing a
membership card; or
 by statement that the person desiring membership is a Christian member in
good standing of another congregation.
Persons need not relinquish membership in their former church to become members of
this Church. Persons desiring to place membership with the Church under the
provisions above will meet with one of the pastors to discuss the membership.
ARTICLE III
RIGHTS, PRIVILEGES, AND RESPONSIBILITIES OF THE
CONGREGATION
The Congregation shall ensure the administration of Baptism and the Lord’s Supper
(Communion) in its worship services and shall manage the affairs of the Church under
the Lordship of Jesus Christ to fulfill the purposes expressed in Article I. In furtherance
thereof, the Congregation shall:
 elect from its members a Board of Trustees to carry on activities of the Church;
 approve budgets and financial policies proposed by the Board of Trustees;
 call pastors to serve the Church;
 approve the acquisition or disposal of real property in excess of $50,000;
 approve the incurrence of any debt in excess of $25,000;
 sustain its pastors in faithfulness and honor;
 provide for the spiritual nurture of its members; and,
 enjoy the rights and privileges and assume all other responsibilities appropriate
to carrying out its purpose.
ARTICLE IV
BOARD OF TRUSTEES
SECTION A: Election
The congregation shall elect from its members a Board of Trustees of such number and
for such terms and duration as expressed in the Bylaws.
SECTION B: Duties
Except for those responsibilities reserved to the Congregation as expressed in Article
III, the Board of Trustees shall:
 be responsible for receiving reports from its pastors, officers, committees and
the various organizations within the Congregation;
 establish the program and budget of the Congregation;
 be responsible for conducting all legal business matters of the Congregation;
 carry out such other responsibilities as may be defined in the Bylaws or may
be assigned to it by the Congregation;
 hold title to and manage all properties, including but not limited to trust funds,
owned by the Church;
 perform such other duties as may be required by the laws of the State of
Texas; and
 act in emergency situations on behalf of the Congregation.
SECTION C: MEETINGS:
Regular meetings of the Board of Trustees shall be held at least nine (9) times during
the fiscal year at such times and places as the Board may determine. Special meetings
of the Board of Trustees shall be called by the Chairman of the Board upon request of
three (3) members of the Board of Trustees. Notice of special meetings shall be made
by telephone or by announcement at a Sunday morning worship service, by mail, or by
e-mail. The purpose(s), time, date, and place of the meeting shall be indicated in each
notice. All meetings of the Board of Trustees shall be open to all members of the
Church, except for Executive Sessions to discuss personnel matters. Any action
discussed in Executive Session shall be discussed and approved in an open session.
SECTION D. COMMITTEES
The Board of Trustees shall establish standing committees and other organizations
necessary for the conduct of the work of the Congregation as set forth in the Bylaws.
ARTICLE V
CONGREGATIONAL MEETINGS
Congregational meetings shall be held at least annually in the first month of the fiscal
year. Notice of all congregational meetings shall be announced at a regular Sunday
morning worship service of the congregation at least three (3) weeks consecutively in
advance of the meeting, or by a written notice sent through the mail and postmarked at
least twenty-one (21) days before the meeting. Purpose(s), date, time, and place of the
meeting shall be indicated in each notice.
Normally, a vote of the Congregation shall be by a show of hands, but upon request by
any member of the Congregation, a vote by the Congregation upon a particular matter
shall be by secret, written ballot.
Upon prior approval by the Board of Trustees, absentee voting by any congregational
member may be permitted provided such action is done in person at the church office
prior to any congregational meeting. Determination on a motion shall be by majority
vote of the members present and voting.
ARTICLE VI
AMENDMENTS
This Constitution may be amended at any congregational meeting by a two-thirds (2/3)
vote of the members present and voting on the amendment(s), provided the proposed
amendment has been provided to the members and an intent to vote on the
amendment(s) has been announced at or following three (3) successive Sunday
morning worship services immediately prior to the time the vote is taken. Written notice
of the proposed amendment(s) shall be sent through mail or e-mail to the members of
the congregation at least twenty-one (21) days prior to the time the vote is to be taken.
A copy of this document, together with advance notice of voting for approval thereon,
was provided or made available to the Congregation on December 31, 2006 January 7,
2007 and January 14, 2007, and was approved by a majority of the Congregation
present and voting on January 21, 2007.