Constitution

Article 1

Name and Principal Office of Corporation

Section 1: Name

The name of this Corporation is CENTERPOINT CHURCH. This Corporation will be further referred to in this constitution and bylaws as “the Church,” or “the Corporation.”

Section 2: The Principal Address

The Church maintains its principal address at 3570 Canada Road, Lakeland, TN 38002. The Church shall have full power and authority to change its principal and/or mailing address from one location to another. Any change of these locations shall be recorded by the secretary of the Corporation.

ARTICLE II

Purpose of the Corporation

According to the Great Commandment (Matthew 22:37-39) and the Great Commission (Matthew 28:18-20), the Church shall exist to enlist and equip people to exalt God, to edify one another, and to evangelize their world.

Section 1: Enlist People

It is the purpose of the Corporation to lead people to a personal relationship with Jesus Christ, and to membership in the Church. To encourage, support and pray for one another as members of the family of God. To share our lives together (1 John 1:7, Acts 2:42-48, Hebrews 10:23-25, Romans 15:5, 7, John 13:34-35).

Section 2: Equip People

It is the purpose of the Corporation to help members develop toward full Christian maturity and train them for effective Christian ministry. To promote personal, spiritual growth toward Christ-likeness (Ephesians 4:11-13, Matthew 18:20, 2 Timothy 2:2).

Section 3: Exalt God

It is the purpose of the Corporation, both collectively and individually, to exalt God through Biblical beliefs, attitudes, lifestyle, & corporate Spirit-led worship. (John 4:24).

Section 4: Edify One Another

It is the purpose of the Corporation to serve unselfishly in Jesus’ name, meeting the physical, emotional and spiritual needs of those in the church, the community, and the world. (1 Peter 4;10-11, Matthew 25:34-40, 1 Thessalonians 5:11, Galatians 5:13).

Section 5: Evangelize Their World

It is the purpose of the Corporation to share the good news of Jesus Christ with as many people as possible in our community and throughout the world. (Matthew 28:18-20, Acts 1:8, 2 Peter 3:9).

ARTICLE III

Statement of Faith

We affirm the Holy Bible as the uniquely inspired Word of God, inerrant and infallible in its original languages, and as the only authoritative basis for our beliefs & practice. The church accepts the 2000 amended version of The Baptist Faith and Message, a 1963 affirmation of basic Christian beliefs, as a general statement of our faith, with the exception of article VI, The Church, and article VIII, The Lord’s Day.

We accept article VI from its beginning through the sentence which ends with the phrase “to the ends of the earth,” and we also accept the final paragraph. In accordance with the autonomy of the church indicated by the The Baptist Faith and Message, the leadership of Centerpoint Church operates as a plurality of elders. Our practice of church leadership is further laid out in Article III of our bylaws, entitled “Elders.”

We differ regarding article VIII only in the sense that we believe all days of the week to be appropriate times for worship, and that there is no Scriptural obligation to worship specifically on Sunday.

ARTICLE IV

Denominational Affiliation

The Church practices congregational autonomy, and is independent in government, bound to other congregations only by love and fellowship in the body of Christ. It maintains the autonomous direction of its own affairs, independent of any denominational control. However, because of common purposes and missionary objectives, the Church willingly affiliates itself with the Southern Baptist Convention, in its national, state and local expressions. Centerpoint Church will also choose to work in ministry cooperatively with other like-minded churches who further the work of the Great Commission.

ARTICLE V

Disbursements of the Corporation

No part of the net earnings of the Corporation shall inure in whole or in part to the benefit of or be distributable to any trustee, officer, member, or other individual having a personal or private interest in the activities of the Corporation, with the following exception: The Corporation shall be authorized and empowered to pay reasonable compensation for services rendered, make reimbursement for reasonable expenses incurred in its behalf, and to make payments and distributions in the furtherance of the purposes stated in Article II hereof.

ARTICLE VI

Dissolution of the Corporation

Upon the winding up and dissolution of the Corporation, after paying or adequately providing for the debts and obligations of the Corporation, the remaining assets shall be distributed to an entity which (a) is a non-profit fund, foundation or corporation which has established its tax-exempt status under Section 501 (c) (3) of the Internal Revenue Code, (b) is affiliated with the Southern Baptist Convention, and (c) will make such use of those assets as described in Article II hereof.

ARTICLE VII

Amendments to the Constitution

Additional Articles may be adopted, or these Articles may be amended or repealed upon the recommendation of the Elders, together with a 75% majority vote of the members present at any duly called and held membership meeting at which a quorum is present, except that Article V and Article VI may not be amended. BYLAWS to the

ARTICLE VIII

Membership

Section 1: General

Membership in this Church shall consist of all persons who have met the qualifications for membership and who are listed on the membership role.

Section 2: Qualifications for Membership

1. A personal relationship with Jesus Christ as Lord and Savior.

2. Baptism by immersion, following salvation and as a testimony to it.

3. Completion of the Church’s membership class.

4. A commitment to abide by the Church’s membership covenant.

Nothing in this Article I shall be construed as limiting the right of the Church to refer to persons associated with it as “members.” No such reference, however, shall constitute any such person a member. Further, references in these Bylaws to “members” are not references to such associated persons, but only to those who have met the requirements for membership.

Section 3: Duration of Membership

Each person’s membership is a matter of annual review, whereupon the member will be asked to reaffirm his or her commitment to abide by the membership covenant. There will be no “inactive” or “nonresident” category of membership, with only ministry-related exceptions as determined by the Elders.

Section 4: Responsibilities of Membership

The responsibilities of membership are described in the membership covenant.

Section 5: Voting Rights of Members

Every active/resident member shall have the right to vote on the following matters: the election of Deacons, the disposition of all or substantially all of the assets of the Church, the merger or dissolution of the Church, the acquisition of real estate or related indebtedness, and amendments to the Articles of Incorporation, the Constitution or the Bylaws of the Church. From time to time, voting may be subject to, but not dependent upon the recommendation of the Elders or the Deacons. Each member 18 years of age and older is entitled to one vote. Voting by proxy is not allowed.

Section 6: Termination of Membership

Members shall be removed from the Church roll for the following reasons.

1. Death

2. Transfer of membership to another church.

3. By personal request of the member.

4. Dismissal by the Elders for either of the following reasons

a. An unwillingness to commit to abide by the membership covenant

b. The member’s life and conduct is not in accordance with the membership covenant in such a way that the member threatens the purity or unity of the Church, or hinders the ministry influence of the Church in the community. In such a situation, procedures for church discipline shall be pursued by the elders, according to the principles laid out in Scripture. (Matthew 18:15-17, 1 Cor 5:1-12, Gal 6:1-2, 2 Thess 3:14-15, James 5:19-20, Titus 1:10-14, 1 Timothy 5:19-20, 1 Timothy 1:19-20)

Section 7: Restoration of Members

1. Members dismissed by the Elders shall be restored by the Elders according to the spirit and principles of 2 Corinthians 2:5-11, when they are either (a) willing to affirm their commitment to abide by the membership covenant, or (b) when their lifestyle is judged to be in accordance with the membership covenant, as the case may be (Matt 3:8).

2. If a member who holds any leadership position is removed from the fellowship by the elders and later restored according to section 7.1 above, this restoration does not automatically include returning to the position of leadership. This member’s return to leadership will be determined solely by the Elders.

Section 8: Formal Recognition of Members

A full report of the Church’s membership shall be provided at each general meeting of the Church at which a vote is taken.

ARTICLE IX

Membership Meetings

Section 1: Place

Meetings of the members shall be held at the principal office of the Church or at such other place or places within or outside Tennessee as may be designated by the Elders.

Section 2: Annual Meetings

An annual meeting of the members shall be held at such time as determined by the Elders. The purpose of this meeting will be to adopt an annual report (on the year in closing), to adopt an annual budget (for the year forthcoming), to elect Deacons (when necessary), and for the Church’s membership to reaffirm its commitment to the membership covenant. Subject to Section 4 of this Article, any other proper business may be conducted at this meeting.

Section 3: Special Meetings

Special meetings may be called at any time by the Elders for any purpose by giving notice to the members in accordance with Section 4 of this Article.

Section 4: Notice Requirements for Annual or Special Meetings

Whenever members are required or permitted to take action at any meeting, except in the case of an emergency meeting, notice shall be given to members no less than two weeks prior to the meeting. Notification of membership meetings shall be given in any of the following ways:

1. By written announcement distributed to the members in attendance in a worship service.

2. By announcement in the Church’s newsletter.

3. By oral announcement to the members in attendance in a worship service.

4. By delivery via U.S. mail to each member identified on the membership roll.

5. By electronic announcement via e-mail to each member identified on the membership roll

Section 5: Location of Annual and Special Meetings

Annual and special meetings shall be held within Shelby or Fayette Counties, Tennessee.

Section 6: Emergency Meetings

On rare occasions, when the constraints of time prohibit proper notification, and failure to take action may do irreparable harm to the Church, an emergency meeting may be called by the Elders. The notification requirements listed in Section 4 are not applicable to emergency meetings; however, effort must be made to notify every member of the corporation about an emergency meeting.

Section 7: Quorum

Those members present and voting at a duly held and called membership meeting (in accordance with the requirements of notification described in section 4) shall constitute a quorum of the membership for the transaction of business.

ARTICLE X

Elders

Section 1: Designation and Number

Centerpoint Church will be led by a plurality of Elders. These Elders will serve in a variety of ministry functions within the church. The Elders shall be comprised of men who fulfill the qualifications set forth in 1 Timothy 3:1-7 and Titus 1:6-9. Such men may either be church members or members of the church staff.

Elder Candidates shall be selected based on the approval of currently serving Elders. When a man is recognized by the Elders as an Elder Candidate, the church body will be given sufficient notice & opportunity to communicate thoughts & concerns regarding the Candidate to the Elders. After the Elder Candidate has spent sufficient time among the Elders and has been thoroughly examined, the Elders shall inform the congregation of their approval or rejection of the Elder Candidate.

The office of Elder may only be served by men. The office of Elder may be held only by those who have been members of the Church for at least one year, as defined in Article I, Section 2.

Elders should be recognized as the spiritual authorities of the body, and are expected to model the highest level of Christian behavior. Elders are in no sense immune to Christian accountability & church discipline. (1 Tim 5:17-20)

The office of elder is a life time term of service, with the following exceptions:

1. The Elder fails to maintain the biblical lifestyle and maturity qualifications of an Elder and is brought under discipline.

2. The Elder voluntarily steps down from the position.

3. The Elder transfers his membership to another congregation.

4. The Elder requests Elder sabbatical, and the request is granted by the Elder board.

Section 2: Powers

1. General Corporate Powers

Subject to the provisions and limitations of the Tennessee Nonprofit Religious Corporation Law and any limitations in the Articles of Incorporations, the Constitution and these Bylaws, the activities, business, and affairs of the Church shall be conducted and all corporate powers shall be exercised by or under the direction of the Elders, who act as the Board of Directors of the Church.

2. Specific Powers

Without prejudice to the general powers set forth above, and subject to the same limitations, the Elders shall have the power to:

a. Select and remove all officers, agents, and employees of the Church; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, with the Constitution, and with these Bylaws.

b. Change the principal address of the Church in the state of Tennessee from one location to another, and designate any place, within or outside Tennessee for the holding of any membership meetings or meetings of the Elders, in accordance with ARTICLE II, Section 5.

c. Exercise all other powers conferred by the Tennessee Nonprofit Religious Corporate Law and other applicable laws.

d. Designate members of the Church to comprise a search committee for any staff position deemed necessary by the Elders. This committee will make recommendations to the Elders, but only the Elders have authority to select employees (see “a” above).

e. To adopt administrative and management policies for the Church.

The powers of the Elders shall not infringe upon the abilities of the Deacons to execute their powers as described in ARTICLE IV, Section 2.

Section 3: Discipline of the Elders

If an Elder is suspected of sinful behavior and the situation is not resolved through the normal one-on-one contact described in Matthew 18, then the situation is to be brought to the attention of the other Elders.

An accusation against an Elder of persistent disqualifying sin should only be considered if based on evidence brought by two or more witnesses according to the instructions given in 1 Timothy 5:19-20.

If sufficient evidence is given, then the case will be examined and decided upon by the other Elders through the normal discipline process.

If, in the accusers’ opinion, the elders have not settled the issue according to scriptural guidelines, then the issue is to be taken to the Deacons. The Deacons have only two choices available to them in this circumstance:

1. Affirm the decision of the Elders.

2. Pass the issue on to the congregation to be handled in a regularly-called congregational meeting to be facilitated by the Deacons.

If the issue has been passed on to the congregation, the congregation will have only two choices available to them:

1. Affirm the decision of the Elders.

2. Remove the Elder body by a 75% vote of the quorum. In this particular instance, only those members who have a current membership covenant on file, and who have been members for at least one year shall be allowed to vote. The church may then establish new elders, with the Deacons serving as interim ruling elders until the congregation selects new elders.

ARTICLE XI

Deacons

Section 1: Designation, Number and Term

Centerpoint Church will be served by a plurality of Deacons, who will assist the Elders in certain delegated administrative ministries, as demonstrated in Acts 6:1-6. The Deacons shall be comprised of men who fulfill the qualifications set forth in Acts 6:1-6 and 1 Timothy 3:8-13. Deacons serve in a separate, complementary ministry to that of the Elders, and function under the authority of the Elders. Elders and Church staff may not serve as Deacons.

The office of Deacon may be held only by men, and these men must have been members of the Church for at least one year, as defined in Article I, Section 2.

Deacon Candidates shall be selected based on the approval of the currently serving Deacons. When a man is recognized by the Deacons as a Deacon Candidate, he is to be carefully examined by both the Deacons and Elders regarding his scriptural qualifications. The congregation shall also be informed of the man’s candidacy, and be given sufficient opportunity to communicate thoughts and concerns regarding the Candidate to the Deacons and Elders. After the Deacon Candidate has been satisfactorily examined, the Deacons may present him to the congregation at a regularly called meeting (see Article II) of the church for approval by majority vote. If the Candidate is elected, the Elders must also indicate their approval or disapproval of the candidate at the same meeting. If the Elders also approve of the candidate, he shall be installed as a Deacon during a regular worship service as soon as reasonably possible.

The office of Deacon is a life time term of service, with the following exceptions:

1. The Deacon fails to maintain the biblical lifestyle and maturity qualifications of a Deacon and is brought under discipline.

2. The Deacon voluntarily steps down from the position.

3. The Deacon transfers his membership to another congregation.

4. The Deacon requests Deacon sabbatical, and the request is granted by the Deacon board.

Section 2: Powers

The Deacons shall have the following powers and duties:

1. To establish the annual budget and manage the finances of the Church, including all receipts, disbursements (including benevolence), allocations, accounting and records.

2. To determine the compensation of all staff persons of the Church, in accordance with Article V of the Church’s Constitution.

3. To take such actions and execute any documents necessary for the acquisition and dispossession of real estate, and for the dissolution of the Church.

4. To borrow money and incur indebtedness on behalf of the Church and cause to be executed and delivered for the Church’s purposes and in the Church’s name, promissory notes and other evidences of debt and securities.

5. To adopt, make and use a corporate seal and alter the form of the seal.

6. To conduct other such duties as the Elders may designate from time to time.

ARTICLE XII

Records and Reports

The Church shall maintain the following records and reports:

1. Adequate and correct books and records of accounts (financial records).

2. Written minutes of the proceedings of its members, Deacons, and Elders.

3. A record of the members of the Church, including their names and addresses.

4. Contribution statements for contributors.

ARTICLE XIII

Ordinances & Other Concerns

The Church recognizes and practices two biblical ordinances: Baptism and the Lord’s Supper

Section 1: Baptism

Baptism is the first step of obedience to and identification with Christ and His body, the Church. It is a symbolic act, picturing one’s death, burial, and resurrection with Christ. Thus, it is for believers only, it is to be by immersion, and it is to follow salvation, as a testimony to it. A baptism service shall be held as often as deemed necessary by the Elders.

Section 2: The Lord’s Supper

The Lord’s Supper is a solemn and joyous occasion. Through it we remember the suffering of Christ on our behalf and we anticipate His imminent return. It is a symbolic act through which we commemorate the past and celebrate the future. The Lord’s Supper shall be administered as often as deemed necessary by the Elders.

Section 3: Weddings & Funerals

Any Elder of Centerpoint Church is authorized to preside over Baptisms & Lord’s Supper services, and to perform Weddings and Funerals on behalf of the Church.

Section 4: Ordination

Ordination refers to the unanimous recognition by the Board of Elders of a man’s call to the ministry, preparation as a shepherd, and qualification to serve. Ordination shall be conferred for life, so long as the man continues to manifest the qualifications of the office.

Candidates for ordination shall be selected based on the approval of currently serving Elders. When a man is recognized by the Elders as an ordination candidate, the church body will be given sufficient notice & opportunity to communicate thoughts & concerns regarding the candidate to the Elders. After the candidate has been thoroughly examined, the Elders shall inform the congregation of their intent to ordain the candidate.

ARTICLE XIV

Subsidiary Corporations

All subsidiaries shall be wholly owned and controlled by the Church through 100% representation on the subsidiaries’ Boards of Directors. The Elders of the Church shall appoint the number and directors of any subsidiary Boards.

ARTICLE XV

Amendments to the Bylaws

Additional Articles may be adopted, or these Articles may be amended or repealed upon the recommendation of the Elders, together with a vote of three-fourths of the members present at a duly called and held membership meeting at which a quorum is present.

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