BYLAWS
THE BRIDGE COMMUNITY CHURCH
CHURCH OF THE NAZARENE
363 Jefferson St, Stevenson, WA 98648
The name of the organization is The Bridge Community Church. The organization is organized in accordance with the Washington Nonprofit Corporation Act, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributed to, or benefit the trustees, Leadership Team Members, or Officers or other individual members.
The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not perform any other activities not permitted to be carried on by an organization exempt from federal income tax.
The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The purpose of the organization is the following:
Organization of a religious 501C3 under the authority of the Church of the Nazarene denomination and any other legal purpose. The 2023 Church of the Nazarene Manual is attached and incorporated herein and shall govern all doctrinal or procedural issues not described in these bylaws.
The organization is organized exclusively for purposes pursuant to section 501(c)(3) of the Internal Revenue Code.
ARTICLE l
LEADERSHIP TEAM
Section 1. Leadership Team Members. The organization shall be managed by a Leadership Team consisting of a Lead/Senior Pastor, Secretary, Treasurer and up to five Directors at large. Additional non-voting members may be appointed by the Lead/Senior Pastor with the approval of the Leadership Team to oversee various ministries and other functions of the church.
Each member of the Leadership Team as well as non-voting members shall be members of The Bridge Community Church in good standing for no less than one year prior to the appointment by the Lead/Senior Pastor unless such appointment is approved by the Leadership Team on a case-by-case basis.
Section 2. Lead/Senior Pastor. The Lead/Senior Pastor serves shall be a qualified individual who is apt to teach and preach and has been ordained by the Nazarene denomination in a manor proscribed by the Nazarene Manual or, a member currently enrolled in the Nazarene Bible College training program who may serve as an interim pastor until such time as a permanent pastor may be appointed. The appointment of the Lead/Senior Pastor may be made by the nomination of the Secretary and a majority vote of the Leadership Team currently serving.
ARTICLE II
OFFICERS
Section 1. Number of Officers. The officers of the organization shall be a Senior/Lead Pastor, a Secretary and Treasurer. Two or more offices may be held by one person, although the offices of Secretary and Senior or Lead Pastor cannot be held concurrently by the same person. The Senior or Lead Pastor may not serve concurrently as a Vice Senior/Lead Pastor.
Senior or Lead Pastor/Chairman. The Senior or Lead Pastor shall be the chief executive officer and shall preside at all meetings of the Leadership Team and/ or the Executive Committee. In the absence of the Senior/Lead Pastor, the Secretary shall preside.
Secretary. The Secretary shall give notice of all meetings of the Leadership Team and Executive Committee, shall keep an accurate list of the Leadership Team Members, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Leadership Team’ meetings and all committee meetings.
Treasurer/CFO. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Leadership Team and Executive Committee and shall make reports of corporate finances as required, but no less often than at each meeting of the Leadership Team and Executive Committee.
Section 2. Election and Term of Office. The officers shall be appointed by the Lead/Senior pastor and approved annually by the Leadership Team at the first meeting of the Leadership Team immediately following the annual meeting. Each officer shall serve a four-year term or until a successor has been elected and qualified.
Section 3. Removal or Vacancy. The Leadership Team shall have the power to remove an officer, Director or agent of the organization. Any vacancy that occurs for any reason may be filled by the Senior/Lead Pastor and approved or rejected by a majority vote of the Leadership Team.
ARTICLE IIl
DIRECTORS
Section 1. Number of Directors. The Leadership Team shall consist of up to five Directors in addition to the Secretary and Treasurer. Each member of the Leadership Team shall be a member in good standing for no less than one year prior to the appointment by the Senior Pastor unless such appointment is approved by the Leadership Team on a case-by-case basis.
Section 2. Appointment and Term of Office. The Directors shall be appointed by the Senior/Lead Pastor and approved or rejected at a Leadership Team meeting next following the appointment, however, no later than 90 days after said appointment. Each director shall serve a term of 4 year(s), or until a successor has been elected and qualified. A Director may be appointed for more than one term.
ARTICLE lV
MEETINGS
Section 1. Regular Meetings. The Leadership Team shall meet at the call of the Senior/Lead Pastor for the purpose of approval or disapproval of new Officers and/or Directors, appointing new sub-committee chairpersons and for transacting such other business as may be deemed appropriate. The Senior /Lead Pastor shall chair all meetings of the Leadership Team. In the absence of the Senior/Lead Pastor the Secretary shall serve as chairperson of the meeting.
Section 2. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Senior/ Lead Pastor or Secretary in the absence of a Senior/Lead Pastor with a majority approval of the Leadership Team from time to time.
Section 3. Special Meetings. Special meetings maybe be called by the Senior/Lead Pastor an Officer or a simple majority of the Directors of the Leadership Team. A special meeting of members is not required to be held at a specific geographic location. Meetings may be held by means of the internet of other electronic communications technology. Electronic communications must provide members with the ability participate fully.
Section 4. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law if such law exists. The Notice shall state the place, date, and hour of the meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be emailed to all Officers and Directors of record at the email addresses shown in the corporate books, at least 5 days prior to the meeting. Such notice shall be deemed effective when delivered by email for which read receipts are documented or deposited in ordinary U.S. mail, properly addressed, with postage prepaid.
Section 5. Place of Meeting. Meetings shall be held at the organization’s principal place of business unless otherwise stated in the notice. Unless the articles of incorporation or bylaws provide otherwise, the Lead/Senior Pastor, Officers and Directors may participate in a regular or special meeting by means of the internet of other electronic communications technology. Meetings held in such manner must allow members to have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings. They must be able to note matters submitted to the members, pose questions, and make comments. A participant meeting by this means shall be deemed to be present in person at the meeting.
Section 6. Quorum. A simple majority of the Officers and Directors shall constitute a quorum. In the absence of a quorum, a simple majority of the Officers and Directors may adjourn the meeting to another time without further notice. If a meeting has been adjourned due to a lack of a quorum and a quorum is subsequently represented the meeting may be called to order and business previously scheduled may then be transacted. The Officers and Directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some members results in representation of less than a quorum. However, no official action may be taken in the absence of a quorum.
Section 7. Executive Committee. An Executive committee of the Leadership Team shall consist of the Lead/Senior Pastor who may vote only to break a tie, the Secretary, Treasurer and three Directors appointed by the Lead/Senior Pastor.
Section 8. Executive Session. An executive session may be conducted wherein the affected member of the Leadership Team or Officers shall remove themselves until such time as they are invited back into the meeting to be informed of the outcome of that meeting. Executive sessions may be called by the Secretary as required by the Nazarene Denominal Leadership for the purposes of evaluating the Senior/Lead pastor’s performance and/or compensation, or any other personnel matter affecting any employee, Officer or Leadership Team member of the organization.
Section 9. Adverse Interest. In the determination of a quorum of the Leadership Team Members, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote. A notice of an adverse interest or conflict shall be noted prior to any vote.
Section 10. Procedures. A simple majority of the Leadership Team Members present at a properly called meeting shall be an act of the Leadership Team, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A Leadership Team Member who is present at a meeting of the Leadership Team at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting.
The Senior Pastor shall be a non-voting member unless a tie vote exists. In such case, the Senior/Lead Pastor shall be allowed to vote. The Senior/Lead Pastor may appoint other persons to oversee certain ministries of the church such as Youth, Childrens, Jail/Prison, Community Outreach, Building, Worship or other ministries with approval of the Leadership Team following the appointment of such persons. A Leadership Team Member if participating via electronic means allowing for visual, audio or both. The Leadership Team Secretary shall keep written minutes of its proceedings in its permanent records.
Section 11. Informal Action. Any action required to be taken at a meeting of Leadership Team Members, or a committee of Leadership Team Members, may be taken without a physical meeting if consent in writing or email setting forth the action so taken, is agreed to by a majority of member and Officers.
Section12. Removal / Vacancies. A Member shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Leadership Team, whether by death, resignation, removal, or any other cause, may be filled by the remaining Leadership Team Members. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.
Section 13. Committees. To the extent permitted by law, the Senior or Lead Pastor with the approval a majority of the Leadership Team may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.
ARTICLE IV
CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The organization shall not have a corporate seal. All instruments that are executed on behalf of the organization which are acknowledged, and which affect an interest in real estate shall be executed by the Senior or Lead Pastor or any Vice-Senior or Lead Pastor and the Secretary or Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the Senior/Lead Pastor or any Vice-Senior/Lead Pastor. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Leadership Team.
ARTICLE V
AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Leadership Team by a majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board members at least ten (10) days before the meeting.
ARTICLE VI
INDEMNIFICATION
Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).
ARTICLE VII
DISSOLUTION
The organization may be dissolved only with authorization of its Leadership Team given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
All liabilities and obligations shall be paid, satisfied, and discharged, or adequate provision shall be made, therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Leadership Team.
Certification
Pastor Steven Minnis, Senior or Lead Pastor of The Bridge Community Church, and John Minnis, Secretary of The Bridge Community Church certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Leadership Team on March 15, 2024.
I certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Leadership Team on January 08, 2024.
By: s Pastor_Name_Nam_______ | Date: d_Af_Senioroastor_Name__ |
Pastor Steven Minnis, Lead Pastor
By: s_Af_Secretary_Name_Name_ | Date: d_Af_Secretary_Name_Date_ |