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AMENDED AND RESTATED BYLAWS

 

AMENDED AND RESTATED BYLAWS of BAYMARIN COMMUNITY CHURCH,
a California Nonprofit Religious Corporation

ARTICLE I

Name and Principal Office

The name of the corporation is BayMarin Community Church ("BayMarin"). BayMarin maintains its principal office at 160 N. San Pedro Road, San Rafael, California, or as the Elders (as defined in Article VII below) may designate as BayMarin's principal office.

ARTICLE II

Purpose

The purpose of BayMarin is to be a community of people fully devoted to loving God and loving people. (Matthew 22:37-39) BayMarin is called to be a community of people fully devoted to God's vision of Shalom - living the way of Jesus in relationships of loving union with God, others, self and creation.

ARTICLE III

Beliefs and Values

BayMarin affirms the Apostle's Creed and the Nicene Creed. BayMarin further affirms the BayMarin Faith Narrative attached to these Bylaws as Exhibit A and the following values.

Abide - We find our source of life, love and identity in oneness with Jesus as we abide in him. We believe our hope for redemption and wholeness is found in Jesus. We immerse ourselves in prayer, Scripture and other spiritual practices in our longing to know the love of Christ in us, which overflows in a life of love to the world.

Belong - We believe God wired us for relationships. We are each unique, with different passions, gifts, callings, personalities, opinions and preferences; yet all those differences come together in the beautiful, messy organism we call the church. We believe we are called to live life together, share together, worship together, celebrate together, confess together, pray together, serve together and love each other deeply. The way of Jesus cannot be lived alone.

Create - We are created in God’s image and God invites us to participate in bringing new creation here and now. We believe God’s Spirit is the animating, energizing force giving the church a prophetic imagination with the mind of Christ and we are called to create culture through innovative ideas and fresh thinking that bring beauty and healing to God’s creation.

Demonstrate - We go inward in order to go outward demonstrating who Jesus is through acts of self-giving love as we declare God’s love for the world. Led by the Spirit, we serve God, others and creation, sharing the Story of Jesus, caring for the poor, marginalized and oppressed and being a voice for the voiceless. We are called to be a compelling force for good in the world as we join Jesus in the restoration of all things.

While the foundational principles articulated by the creeds, attached Faith Narrative and values are not intended to change, BayMarin recognizes that there will be value in reviewing and updating the language used in the Faith Narrative and values to better capture those principles. The Elders shall review the Faith Narrative and values no less frequently than every five (5) years to make improvements that the Elders deem appropriate.

BayMarin Faith Narrative

ARTICLE IV

Affiliation

BayMarin is autonomous and maintains the right to govern its own affairs, independent of any denominational control. BayMarin recognizes, however, the benefits of cooperation with other churches and seeks to connect with and contribute to the broader Christian community.

The Elders may consider affiliation or other forms of collaboration with other church bodies, including denominations, and, if sensing the appropriateness for BayMarin, may propose affiliation or other forms of collaboration to the Members.

ARTICLE V Membership

SECTION I: General

Membership in BayMarin shall consist of all persons who have met the qualifications for membership and are listed on BayMarin's membership roster (the "Membership Roll").

SECTION II: Qualifications for Membership

1. An ongoing relational encounter with the risen Christ resulting in a commitment to follow him and his teachings.

2. CompletionofBayMarin'smembershipprocess,asdeterminedbytheElders.

Nothing in this Article V shall be construed as limiting the right of BayMarin to refer to persons associated with it as "Members". No such reference, however, shall constitute any such person a statutory member within the meaning of Section 5056 of California Nonprofit Corporation Law. BayMarin may confer, by amendment of these Bylaws, some or all of the rights of a member as set forth in the California Nonprofit Corporation Law upon any such person or persons. Reference in the Bylaws to "Members" are not references to such associated persons.

SECTION III: Responsibilities of Membership

The responsibilities of membership shall be designated by the Elders from time to time.

SECTION IV: Voting Rights of Membership

Every Member eighteen (18) years and older shall have the right to cast one vote on any of the following matters:

  1. SelectionofElders;

  2. CallingorremovingtheLeadPastor;

  3. AmendingtheArticlesofIncorporation;

  4. Adopting,amendingorrepealingBylaws;

  5. Disposing of all or substantially all of Bay Marin's assets;

  6. Adoptingoramendingamergeragreement;

  7. Affiliatingwithdenominationorenteringintootherformalcollaborativearrangements with other churches or organizations;

  8. ApprovingadecisiontodissolveBayMarin;

  9. Approvingtheacquisitionofrealpropertyandrelatedindebtedness;or

10.Incurring total church indebtedness in excess of 5% of the undesignated offerings received during the preceding twelve (12) months.

Voting by proxy is prohibited.
SECTION V: Termination of Membership
Members shall be removed from the church Membership Roll for the following reasons:

1. Death;
2. Transferofmembershiptoanotherchurch;
3. BypersonalrequestoftheMember;

4. FailuretorenewmembershipinthetimeframeestablishedbytheElders;

5. DismissalbytheEldersaccordingtothefollowingconditions:

  1. The Member's life and conduct is not in accordance with the qualifications of membership and appropriate attempts have been made by BayMarin to remedy the situation.

  2. Procedures for the dismissal of a Member shall be in accordance with Matthew 18:15-17.

SECTION VI: Restoration of Membership

Members dismissed by the Elders shall be restored by the Elders according to the spirit of 2 Corinthians 2:7-8, when their lifestyles are discerned to be in accordance with the qualifications of membership.

ARTICLE VI Membership Meetings

SECTION I: Place
Meetings of the Members shall be held at places designated by the Elders. SECTION II: General Meetings

A general meeting of the Members shall be held at least once each year at such time as determined by the Elders. Elders may be elected at these meetings. Subject to Section IV of this Article, any other proper business may be conducted at these meetings.

SECTION III: Special Meetings

Special meetings may be called at any time by the Elders or the Lead Pastor for any purpose by giving notice to the Members in accordance with Section IV of this Article.

SECTION IV: Notice Requirements for Membership Meetings

Whenever Members are required or permitted to take any action at a meeting, notice shall be given to Members no less than two (2) weeks prior to a meeting. Notification of membership meetings shall be given in any two (2) of the following manners which shall be deemed to be a reasonable method of calling a membership meeting:

  1. Distribution of written material to the congregation in attendance at a regular weekend service;

  2. AnnouncementofthemeetinginBayMarin'sregularnewsletter/email;

   3. Oralannouncementtothecongregationataweekendservice;or

   4. Delivery by United States mail to each Member identified on the Membership Roll.

SECTION V: Quorum

Those Members present and voting at a meeting duly noticed and called shall constitute a quorum of the membership for the transaction of business.

SECTION VI: Voting by Members.

Voting of Members may be by voice or by ballot at any general or special meeting of the Members, except that any selection of Elders must be by written ballot. Except in the case of the selection of Elders, the Elders shall select the method of voting by the Members. The affirmative vote of a majority of the voting power represented at the meeting shall be deemed the act of the Members unless the vote of a greater number is required by the California Nonprofit Religious Corporation Law or by these Bylaws.

ARTICLE VII Elders

SECTION I: Powers, Number and Term

Subject to the provisions and limitations of the California Nonprofit Religious Corporation Law and any limitations in the Articles of Incorporation and these Bylaws, the activities, business and affairs of BayMarin shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors, herein referred to as the "Elders."

The authorized number of Elders shall be a minimum of five (5), until changed by amendment of the Bylaws duly adopted by the Members. The Elders shall consist of the Lead Pastor and a minimum of four (4) lay leaders from the membership of BayMarin.

Each Elder, other than the Lead Pastor, will serve a term of three (3) years or until resignation, death or removal. If invited by the Chair and Lead Pastor and affirmed by the Members, they may serve one more consecutive three (3) year term, before such Elder must rotate off for at least one year.

Nothwithstanding the preceding paragraph, if the Elders discern the need to extend the term of an Elder for a third consecutive term of up to three (3) years (i.e., without rotating off for a year), such Elder may be invited by the other Elders and affirmed by the Members to serve a third consecutive term of up to three (3) years, before such Elder must rotate off for at least one year. In addition, if the Elders discern the need to do so, the first or second term of an Elder may be extended for one (1) period of up to one (1) year by the Elders, provided the Elders will inform the Members of such extensions after such extension has been approved by the Elders.

SECTION II: Qualifications

To serve as an Elder, BayMarin seeks women and men who:

  1. Meetthespiritualqualificationsfoundin1Timothy3:1-7.

  2. Be an active participant for at least one (1) year prior to their election and be a Member (regardless of whether such person has been a member for a year). The Elder must maintain active membership status throughout their term as an Elder, setting an example of commitment, participation and stewardship.

  3. Exhibit the necessary spiritual gifts, natural abilities, and ministry passion for the position for which they are being considered.

SECTION III: Selection Process

Individual Elders shall be selected from time to time at a general or special meeting of the Members. The Elders shall be responsible to consider individuals for recommendation as Elders and shall select such individuals for recommendation. Members may identify Elder candidates to the Elders for their consideration. At the designated meeting of the Members, each individual selected by the Elders will be recommended to the Members, along with their proposed term of such Elder. The Members will vote to approve or decline the recommended Elder(s) by majority vote.

SECTION IV: Duties and Powers

1. Duties. To provide oversight of:

a. The spiritual health and direction of the church.

b. The Lead Pastor's management team, such team being determined and appointed in the discretion of the Lead Pastor from time to time in consultation with the Elders.

2. Specific Powers. Without prejudice to the duties set forth above, and subject to same limitations, the Elders shall have the power to:

  1. EvaluatetheworkoftheLeadPastoronanannualbasis.

  2. DeterminethetimeandlocationofmeetingsoftheMembers.

  3. In the event that the church is without a Lead Pastor, exercise the relevant responsibilities set forth in ARTICLE IX of these Bylaws.

  4. Approve recommendations made by the Lead Pastor for the hiring, appointment or removal of all employees of the church, with the exception of the Lead Pastor. The Elders cannot authorize the hiring, appointment or removal of employee without the recommendation of the Lead Pastor.

  1. Change the principal executive office or the principal business office of BayMarin in the State of California from one location to another, and designate any place within or outside the State of California for the holding of any meeting or meetings of the Elders; and

  2. Adopt, make and use a corporate seal and alter the form of the seal; and

  3. Borrow money and incur indebtedness on behalf of BayMarin, up to, but not exceeding, a total church indebtedness of 5% of the undesignated offerings received during the preceding twelve (12) months, and cause to be executed and delivered for BayMarin’s purposes and in BayMarin’s name, promissory notes and other evidences of debt and securities; and

  4. Approve an annual church budget. The proposed budget will be prepared by the pastoral staff and church treasurer under the direction of the Lead Pastor.

  5. Approve the compensation packages of all staff as part of the annual budget approval process.

  6. Terminate or restore church membership as set forth in Article V, Sections V & VI.

  7. Ensure that each Elder continues to meet the necessary qualifications throughout their term of service. Should an Elder cease to meet the qualifications, the Elders shall determine the necessary course of action. Any course of action shall be consistent with Scripture, these Bylaws, the California Nonprofit Religious Corporation Law and other applicable laws.

  8. Exercise all other powers conferred by the California Nonprofit Religious Corporation Law or other applicable laws.

 

ARTICLE VIII Meetings of the Elders

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SECTION I: Place of Meetings

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Regular or special meetings of the Elders may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Elders. In the absence of such designation, meetings shall be held at the principal office of BayMarin. Notwithstanding the above provisions of this section, a regular or special meeting of the Elders may be held at any place consented to in writing by all of the Elders, either before or after the meeting. If such consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone, video screen communication, or similar communication equipment, as long as all Elders participating in the meeting can hear one another. All such Elders shall be deemed to be participating at such meeting.

SECTION II: Regular Meetings

Regular meetings of the Elders may be held without notice if the time and place of such meetings are fixed by resolution of the Elders. A minimum of six (6) regular meetings shall be held annually.

SECTION III: Special Meetings

1. Authority to Call. Special meetings of the Elders may be called for any purpose and at any time by the Lead Pastor or the Chair.

2. Notice

a. Manner of Giving. Notice of the time and place of special meetings shall be given to each Elder by one of the following methods: (1) by personal delivery of written notice; (2) by first class mail, postage prepaid; (3) by telephone communication, either directly to the Elder or to a person at the Elder’s office or home who the person giving the notice has reason to believe will promptly communicate the notice to the Elder, or (4) by e- mail or other electronic transmission to the Elder's home or office.

b. Time Requirements. Notices sent by first class mail shall be deposited in the United Stated mail at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, telecopier or e-mail shall be delivered, telephoned, faxed or e-mailed to the Elder at least twenty-four (24) hours before the time set for the meeting.

c. Notice Contents. The notice shall state the time and place for the meeting.

However, the notice does not need to specify the place of the meeting if the special meeting is to be held at BayMarin's principal office. The notice must specify the purpose of the meeting.

SECTION IV: Quorum

A majority of the authorized number of Elders participating in a meeting duly called and noticed shall constitute a quorum for the transaction of business. Every action taken or decision made by a majority of the Elders participating in a meeting duly held at which a quorum is initially participating shall be the act of the Elders, subject to the provisions of the California Nonprofit Corporation Law. A meeting at which a quorum is initially participating may continue to transact business, notwithstanding the withdrawal of Elders.

SECTION V: Waiver of Notice

The transactions of any meeting of the Elders, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is participating, and either before or after the meeting, each of the Elders not participating signs a written waiver of notice, a consent to holding the meeting, or approves the minutes. The waiver of notice or consent shall specify the purpose of the meeting. All waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION VI: Action Without Meeting

Any action required or permitted to be taken by the Elders may be taken without a meeting, if all of the Elders, individually, or collectively, consent in writing or electronically to the action. Such action by consent shall have the same force and affect as the unanimous vote of the Elders. Such consent or consents shall be filed with the minutes of the proceedings of the Elders.

SECTION VII: Meeting Minutes

Written minutes shall be kept for any regular or special meeting of the Elders where business is transacted, actions are taken or decisions are made. The minutes are to be prepared for filing and approved at the next regular or special meeting where a Quorum is participating. Copies of the minutes of Elder meetings shall be filed and kept at BayMarin’s principal office.

 

SECTION I: Officers

ARTICLE IX Officers

The officers of BayMarin shall be a President, a Secretary and a Treasurer. BayMarin, at the Elders' discretion, may also have a chair of the Elders ("Chair").

The Lead Pastor shall serve as the President of BayMarin. The Secretary shall be responsible for ensuring that all documents required by these Bylaws and by California Nonprofit Corporation Law are produced, maintained, filed and distributed as necessary. The Treasurer shall be responsible for overseeing the management and accounting of BayMarin’s finances. The Chair, if there shall be such an officer, shall, if present, preside at all meetings of the Elders, and exercise and perform other powers and duties as may be from time to time assigned to him or her by the Elders or prescribed by these Bylaws. If BayMarin does not have a President, then the Chair shall also have the powers otherwise given to the President. No person serving as Secretary or Treasurer may serve concurrently serve as President or Chair.

SECTION II: Selection of Officers

The Lead Pastor of BayMarin shall be called by the Members at a membership meeting. All other officers of BayMarin shall be selected by the Lead Pastor and approved by the Elders (Article VII, Section IV.2.d) at any regular or special meeting of the Elders. Each shall serve at the pleasure of the Lead Pastor and Elders, subject to the rights, if any, of an officer under any contract of employment.

SECTION III: Removal of Officers

The Lead Pastor may only be removed, with or without cause, by the Members at any regular or special membership meeting. Subject to the rights, if any, of an officer under any contract of employment, all other officers may be removed, with or without cause, by the Lead Pastor with the approval of the Elders (Article VII, Section IV.2.d), at any regular or special meeting of the Elders.

SECTION IV: Vacancies in Offices

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled only in the manner prescribed in these Bylaws for regular appointments to that office. Such vacancies shall be filled as they occur.

In the absence of a Lead Pastor, the Elders shall identify and recommend to the church Members a new Lead Pastor. Should the recommended candidate not be confirmed by the membership, the Elders shall recommend subsequent candidates until a candidate is confirmed by the membership. During the process of identifying and confirming a Lead Pastor, the Elders shall appoint an interim Staff Team Leader who will serve as acting President and moderator until a new Lead Pastor is selected and approved by the church.

In the absence of any other officer, the President shall be responsible for seeing that the duties of the vacant office are fulfilled and shall take the necessary steps to fill the vacancy in a timely manner.

ARTICLE X Indemnification of Church Agents

SECTION I: Definitions

“Agents” are the staff, employees, directors, officers, pastors, Elders and volunteers of BayMarin and its programs, events and ministries.

SECTION II: Scope

BayMarin may, at the discretion of the Elders, indemnify, defend and hold harmless its Agents from all reasonable and incurred costs and expenses, including judgments and attorney’s fees, arising from or related to any potential, threatened or actual claim, theory, liability and/or judgment against said Agent provided said claim, theory, liability and/or judgment arises from said Agent’s participation in events, ministries, capacities, activities or programs sanctioned by BayMarin for furthering its interests and business.

This indemnity agreement is intended to cover those Agents who volunteer their time and effort to advance the programs, interests, events and ministries of BayMarin. This agreement is not intended to cover, and does not cover, those people who, while participating in BayMarin’s programs, events or ministries, engage in personal conduct that results in criminal prosecution, or act in such a way that it cannot be considered to be in furtherance of BayMarin’s interests or purpose, and would be considered to be out of self-interest. In such instance, the Agent is not entitled to be indemnified, defended or held harmless by BayMarin.

SECTION III: Notification

In the event an Agent of BayMarin faces a threatened or actual claim or lawsuit, said Agent is expected to promptly contact BayMarin staff and notify the staff of the threatened or actual claim or lawsuit, and to tender said claim or lawsuit to BayMarin for defense and indemnity. Failure to notify the church in a timely manner, or failure to tender said claim or lawsuit to the church for defense will be grounds for denying the Agent indemnity.

SECTION IV: Insurance Coverage

 

BayMarin agrees to carry sufficient insurance to indemnify, defend and protect its Agents from any and all costs, expenses, fees judgments and liens asserted against its Agents, arising from the Agents’ status and capacity as such, that they might otherwise face individually and personally.

ARTICLE XI Records and Reports

BayMarin shall maintain the following records and reports:

1. Adequateandcorrectbooksandrecordsofaccounts(financialrecords);and

2. WrittenminutesoftheproceedingsofitsMembersandElders;and

3. A record of the Members of BayMarin, setting forth the Member's names and addresses; and

4. Contributionstatementsforcontributors.
All such records shall be kept at BayMarin's principal office.

ARTICLE XII

Construction and Definitions

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws.

ARTICLE XIII

Amendments to the Articles and Bylaws

Subject to the provisions of the California Nonprofit Religious Corporation Law, including Section 9150 thereof with respect to these Bylaws, the Articles and these Bylaws or any provision of either or both of them may be altered, amended or repealed, and new Articles or Bylaws may be adopted by the vote of two-thirds of the Members present at any special or regular membership meeting at which a quorum is present.

 

CERTIFICATE OF SECRETARY

I, the undersigned, certify that I am the presently elected and acting Secretary of the BayMarin Community Church, a California Nonprofit Religious Corporation, and that the Bylaws are the Bylaws of BayMarin as adopted by a vote of the Members of BayMarin on ________________________.

Executed at San Rafael, California, this ____ day of ________________, 2018.

_______________________________ Secretary

 

EXHIBIT A BayMarin Faith Narrative

God inspired the authors of Scripture by God’s Spirit to speak to all generations of people, including us today. God invites us to immerse ourselves in this epic narrative communally and individually to faithfully interpret and live out that story today as we are led by God’s Spirit.

Out of love, God, in the beginning created all things good and beautiful. God was and always will be in a communal relationship of loving oneness within God’s self – Father, Son, and Holy Spirit. God created humanity to be relational as well marking us with an identity as image bearers of the divine with a calling to serve, care for, and cultivate the earth. God created humans in the divine image to live in loving union with God, others, self, and creation. The first humans chose autonomy from God allowing darkness and evil to enter the story through fear and brokenness. This brokenness shattered the peace, joy, love, wholeness, well-being and harmony (Shalom) God intended creation to experience, resulting in a fracture of our relationships with God, others, ourselves, and creation. Because of brokenness and sin, we are in desperate need of God’s redemption allowing us to once again become fully human.

God did not abandon creation to destruction and decay; rather in love, God promised to restore this broken world. As part of this purpose, God chose a people, Abraham and his descendants, to be the light of God in the world. God promised to bless them as a nation so that through them all nations would be blessed. In time they became enslaved in Egypt and cried out to God because of their oppression. God heard their cry, liberated them from their oppressor, and brought them to Sinai where they were given an identity, a sense of belonging and a mission as God’s treasured possession, a kingdom of priests, a holy people. Throughout the story of Israel, God refused to give up on the people of Israel despite their frequent acts of unfaithfulness.

Israel’s state of blessing from God was intimately bound to their calling to embody the living God to other nations. In a world of many gods, God’s oneness was declared. The people of Israel were called to love God with all their heart, soul and strength. God called them to love their neighbors as they loved themselves and to be a light among the nations. The people of Israel moved toward this calling, yet they disobeyed and allowed foreign gods into the land, overlooked the poor, and mistreated foreigners. The prophetic voices that emerge from the Scriptures held the calling of Israel to the mirror of how they served other gods and mistreated the oppressed and marginalized. Through the prophets, God’s heart for the poor was made known. We believe that God calls us to reject the gods of our age and to care deeply for the marginalized and oppressed among us today.

In Israel’s own brokenness, they became indifferent leading to an irrelevance to the purposes to which God had called them. For a time, they were sent into exile, yet a hopeful remnant was always looking ahead with longing and hope to a renewed reign of God, where God’s love, peace and justice would prevail.

These longings found their fulfillment in Jesus the Messiah, conceived by the Holy Spirit and born of the virgin Mary, mysteriously God as a flesh and blood human. Jesus came to preach good news to the poor, to bind up the brokenhearted and set captives free, proclaiming a new arrival of the kingdom of God, bringing about a new exodus and a new creation, restoring our fractured world. Many rejected Jesus and his message as he confronted the oppressive nature of the religious elite and those in power. Yet Christ’s path of suffering, crucifixion, death, burial, resurrection and ascension has brought hope to all creation. Jesus is our only hope to restore God’s peace to humans and all creation. Through Jesus we are forgiven and invited into right relationship with God. God is reconciling us to each other, ourselves, and creation. We are always being invited to wake up to ever deeper union with God and the oneness of all things. Because of Jesus, a new creation is bursting forth right in our midst.

The Spirit of God affirms as children of God all those who trust Jesus. The Spirit empowers us with gifts, and convicts, guides, comforts, counsels, and leads us into truth through a communal life of worship and an expression of our faith by serving God, others and creation with selfless love. The church is rooted and grounded in Christ, engaging in formational spiritual practices, celebrating baptism and the Lord’s Supper. The church is a global and local expression of living out the way of Jesus through love, peace, joy, justice, sacrifice, hope and healing to a broken world as we embody the resurrected Christ, who lives in and through us. The church is empowered by the Spirit to join Jesus in bringing new creation now.

The day is coming when Jesus will return, bringing an end to injustice and restoring all things to God’s original intent. God will reclaim this world, judging with mercy the living and the dead and God’s kingdom will never end. The earth’s groaning will cease, we will rise again and God will dwell with us in a restored creation. As the Scriptures poetically foretell, on that day we will beat swords into tools for cultivating the land, the wolf will lie down with the lamb, there will be no more death, and God will wipe away all our tears. Our relationships with God, others, ourselves, and creation will once again be whole. We will dwell with God and flourish as God has always intended. Shalom will be restored.

This is what we believe. This is what we long for. This is what we hope for. And we are giving our lives to living out that future reality today. May we all practice resurrection now.

10271.002 4839-7706-6846.4 (BayMarin Bylaws)