FOR MARCH 7, 2019 MEETING APPROVAL
Christ’s Church of Jacksonville, Inc.
Article I – Name
The name of this corporation, as incorporated under the laws of the State of Florida, and in the county of Duval, shall be: Christ’s Church of Jacksonville, Inc. as indicated in the papers of incorporation filed with the Florida Secretary of State’s Office on or about September 4, 1984.
Article II – Purpose
The purpose and general nature of this corporation as an organization of Christians shall be the maintenance, promotion, teaching and generally furthering the church, religion and Gospel of Jesus Christ and the advancing of His kingdom throughout the world as set forth in that portion of Holy Scripture known as the New Testament, and to own and maintain facilities for public worship and to provide for worship and religious instruction and other Christian activities. To this end, it shall have and exercise any and all of the rights, powers and privileges of a corporation not for profit organized and existing under the laws of the State of Florida.
Article III – General Offices
The general offices of the corporation shall be located in the city of Jacksonville, county of Duval, and in the state of Florida.
Article IV – Members
The corporation shall have no voting members.
Article V – Board of Directors
The corporation shall fulfill its mission under the sole direction of a Board of Directors (hereinafter referred to as Elders). There shall be no less than seven and no more than ten Elders.
A simple majority (half plus one) of the Elders shall constitute a quorum for all meetings of the Elders.
It shall be the duty of the Elders to oversee the affairs of the corporation as set forth in the Elders’ Governance Policies as the same may be changed, amended or supplemented from time to time in accordance with their terms (hereinafter, the “Elders’ Governance Policies”).
All new Elders shall be selected by the then existing Elders using the process and procedure set forth in the Elders’ Governance Policies. Every member selected by the Elders to serve as an Elder must be committed to the mission and vision of the corporation. Each Elder shall serve a term of three years after which one year off the Eldership is required before he is eligible to serve another term. An Elder year runs from August 1 to July 31.
In the event an Elder violates the qualifications of an Elder as set forth in the Elders’ Governance Policies, consistently operates outside the context of Elder policy, suffers a moral failure or demonstrates a significant lack of judgment, he may be removed from the Elder board by consensus of the remaining Elder board members.
Article VI – Administration
Under the supervision of the Elders, it shall be the duty of the Lead Pastor to give executive direction to the corporation.
In addition to any qualifications established by the Elders in the Elders’ Governance Policies, the Lead Pastor must also be committed to the mission and vision of the corporation.
Article VII – Organization
A Chair, Vice Chair and Secretary to be selected by the Elders in accordance with the Elders’ Governance Policies will serve the Elders.
Article VIII – Staff
The corporation shall endeavor to call and retain appropriately credentialed staff to fulfill its mission. In accordance with the Elders’ Governance Policies, the Lead Pastor will make all staff hiring and retention decisions.
Article IX – Fiscal Year
The fiscal year of the corporation shall be from August 1 of the calendar year until July 31 of the calendar year.
Article X – Lobbying and Private Inurement
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the
corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the corporation’s Articles of Incorporation and these By-Laws.
No part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision of these By-Laws, the corporation shall not participate in activities that constitute violations of the laws and regulations governing entities exempt from payment of federal income taxes under § 501(c)(3) of the Internal Revenue Code as from time to time revised. This prohibition shall include corporate contributions governed by § 170(c)(2) of the Internal Revenue Code as from time to time amended.
Article XI – Indemnification
Except as otherwise limited by law, the corporation shall indemnify any and all of its directors or officers, former directors or officers, employees, agents or any other persons who may have served at its request or by election as a director, officer or Elder of this corporation including the heirs, executors, and/or administrators of any such person. This indemnification shall include attorneys’ fees, judgments, fines, and amounts paid in settlement actually incurred by such persons in connection with the defense or settlement of any action, suit, or proceeding in which such persons, individually or corporately, are made a party by reason of having occupied a position within the corporation; provided, however, that this indemnification shall not be effective for any person, officer, director or Elder who shall be adjudged in any action, suit or proceeding to be liable for willful misconduct in the performance of duties, or for actions that are deemed to violate the criminal statutes of the State of Florida. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person engaged in such willful misconduct. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer or Elder may be entitled.
Article XII - Amendments
These By-Laws may be altered, added to, or amended by the Elders in accordance with the Elders’ Governance Policies.
Article XIII – Severability
The provisions of these By-Laws are severable. If any of the provision herein is deemed to contravene the laws of the State of Florida or otherwise is invalidated under the laws of the State of Florida by any Florida court possessing competent jurisdiction thereof, such contradiction or invalidity shall be elided from the By-Laws and the remaining portions shall be construed and enforced accordingly.
Article XIV – Dissolution
Upon the dissolution of the corporation, the Elders shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purpose of the corporation in such a manner or to such organization or organizations operated for religious purposes as approved under Section 501 c (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or other tax-exempt organization or organizations. The Circuit Court in and for Duval County, Florida, or any successor court of the State of Florida having jurisdiction shall dispose of any such assets not disposed of.
Article XV – Superseding Document
Upon adoption by the Elders of Christ’s Church, these By-Laws shall supersede and repeal all other documents heretofore relied upon for the establishment and governance of the corporation.