CONSTITUTION AND BY-LAWS

OF

WESTBORO COMMUNITY CHURCH

MIDLAND, OHIO

                                                                                      ARTICLE I: NAME

The name of the Church shall be WESTBORO COMMUNITY CHURCH, a nonprofit corporation under the laws of the State of Ohio.

The place in Ohio where its principal office is to be located is 110 JONESBORO ROAD, MIDLAND, OHIO 45148, CLINTON COUNTY

ARTICLE II: PURPOSE/MISSION

The purpose(s) for which this corporation is formed is: To form and maintain a congregation to worship in accord with the tenets, disciplines, and rites of the Christian faith; to propagate the Gospel of Jesus Christ; to promote the spiritual welfare of all men and women; to encourage and engage in works of charity; to provide suitable facilities for worship services and Christian education and fellowship. Our purpose is:

To live Christ's passion for the lost; to empower through the Good News; to prepare for service; to practice a lifestyle of faith in an expression of praise.

The corporation is formed, and shall function, as a nonprofit corporation as defined in Ohio Revised Code 1702.01 (C). Said corporation is organized exclusively for charitable, religious, and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Revenue law) including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3).

ARTICLE III: STATEMENT OF FAITH

1. We believe the Bible to be the inspired, the only infallible, authoritative Word of God revealing the love of God to the world.

2. We believe that there is one God, eternally existent in three persons: Father, Son, and Holy Spirit.

3. We believe in the deity of the Lord Jesus Christ, in His virgin birth, in His sinless life, in His miracles, in His vicarious and atoning death through His shed blood on the cross, in His bodily resurrection, in His ascension to the right hand of the Father, and in His personal return in power and glory.

4. We believe that all men everywhere are lost and face the judgment of God, that Jesus Christ is the only way of salvation, and that for the salvation of lost and sinful man, repentance of sin and faith in Jesus Christ results in regeneration by the Holy Spirit. Furthermore, we believe that God will reward the righteous with eternal life in heaven, and that He will banish the unrighteous to everlasting punishment in hell.

5. We believe in the present ministry of the Holy Spirit, whose indwelling enables the Christian to live a godly life.

6. We believe in the spiritual unity of believers in the Lord Jesus Christ and that all true believers are members of His body, the Church.

7. We believe that the ministry of evangelism (sharing and proclaiming the message of salvation only possible by grace through faith in Jesus Christ) and discipleship (helping followers of Christ grow up into maturity in Christ) is a responsibility of all followers of Jesus Christ.

8. We believe God’s plan for human sexuality is to be expressed only within the context of marriage, that God created man and woman as unique biological persons made to complete each other. God instituted monogamous marriage between male and female as the foundation of the family and the basic structure of human society. For this reason, we believe that marriage is exclusively the union of one genetic male and one genetic female.

9. We believe that we must dedicate ourselves to prayer, to the service of our Lord, to His authority over our lives, and to the ministry of evangelism.

10. We believe that human life is sacred from conception to its natural end; and that we   must have concern for the physical and spiritual needs of our fellowmen.  

                                                                                    THE CHURCH

 We believe that the establishment and continuance of the church is clearly taught in the New Testament.  WESTBORO COMMUNITY CHURCH is an autonomous, non-denominational local church free of any external authority or control.

                                                                               CIVIL GOVERNMENT

 We believe that God has ordained realms of authority consisting of three basic institutions: 1.) the home, 2.) the church, and3.) the state. Every person is subject to these authorities, but all (including the authorities themselves) are answerable to God and governed by His Word. God has given each institution specific Biblical responsibilities and balanced those responsibilities with the understanding that no institution has the right to infringe upon the other. The home, the church, and the state are equal and sovereign in their respective Biblical spheres of authority under God. We believe we must obey the state unless it requires us to act contrary to our faith, at which time we must obey God rather than man.

                                                                                     LIFE

 The Bible presents God as the Creator and author of life. We believe that human life begins at conception and that the unborn child is a living human being. Life is a gift from God and should be respected from conception until natural death. 

 Marriage ceremonies outside the Scriptural context will not be performed by WESTBORO COMMUNITY CHURCH personnel or on WESTBORO COMMUNITY CHURCH's property, nor will the church's resources or services be used to promote unions that contradict our beliefs.

                                                      ADHERENCE TO THE STATEMENT OF FAITH

 We believe that in order to preserve the function and integrity of WESTBORO COMMUNITY CHURCH as a church of Jesus Christ, and to provide a biblical role model to the congregation and the community, it is imperative that all persons employed by the Church in any capacity or who serve as the church’s Administrative Board members, Staff, Directors, and Teachers shall agree with and abide by this Statement Of Faith and conduct themselves accordingly.

                                                              ARTICLE IV: GENERAL MANAGEMENT

                                                               CHURCH ADMINISTRATIVE BOARD

 The property and affairs of the corporation shall be managed and controlled by the church’s Administrative Board (hereafter referred to as the Board) and such staff and ministry leaders as they deem necessary.

 The Board shall initially consist of the current 2022 members who have signed their names to these By-Laws. Thereafter, members shall be nominated by the congregation and approved by majority vote. The Board chair shall be nominated and approved by the Administrative Board.

A Board member's term of office shall be considered 3 consecutive years. In the event a member wishes to remain, he/she will request a one-time renewal of an additional 3-year term from the Administrative Board. No board member may serve longer than 6 consecutive years.                   

The Board shall consist of, at a minimum, 5 members who have been appointed as defined under Church Administrative Board guidelines. Any member of the Board may resign by tendering his/her resignation to the remaining Board members. In the event of a vacancy, the Board may appoint a member to fill the position until such time as the term is completed.

With the exception of a spouse, members of the same family (siblings, parents, etc,) may serve together on the Board with all voting rights.

 Employees of the church may not serve on the board with voting rights to prevent any conflict of interest which may arise.

                                                              ADMINISTRATIVE BOARD MEETINGS

The regular meetings of the BOARD shall be held, at minimum, quarterly at such time and place as the Board chair may determine.

Special meetings may be called at the request of the Board Chair, or as requested by a Board member. Each member of the Board shall have one vote. A vote by those present at a duly called Board meeting, at which a quorum is present, shall decide all matters. If a quorum is not present, the meeting will be rescheduled.

A quorum shall consist of a majority of the Board at any duly called meeting, whether regular or special.

All business of the corporation shall be conducted following the general guidelines of Robert’s Rules of Order.

 The Treasurer shall receive and disburse funds as directed by the church’s ADMINISTRATIVE BOARD. The Treasurer may designate others to receive and disburse funds. The designees are subject to approval by the church’s ADMINISTRATIVE BOARD.

The Treasurer shall arrange for an internal audit of the corporation's finances at least once each year or as directed by the CHURCH’S ADMINISTRATIVE BOARD. The report is to be presented to the church’s ADMINISTRATIVE BOARD.

                                                                              MINISTRIES

When needed and practical, the church’s ADMINISTRATIVE BOARD may appoint ministries to expedite matters of the corporation.

Members of the ministries may be persons other than church’s ADMINISTRATIVE BOARD members.

All ministries, whether standing or temporary, will be subject to the authority of the church’s ADMINISTRATIVE BOARD.

                                                               ARTICLE V: CHURCH DISCIPLINE

In addition to the leaders and employees identified in the Statement of Faith section, all congregational members are to follow the ADHERANCE TO THE STATEMENT OF FAITH. Should the Pastor become aware of an issue, he is to seek out the member and seek to rectify the issue and restore him/her to a more perfect relationship.

If the matter remains unresolved, the member may be removed from any leadership or ministry role at the discretion of the church’s Administrative Board.

                                                                       ARTICLE VI: STAFF

The church’s ADMINISTRATIVE BOARD may employ such individuals as are necessary to carry out the purposes of the corporation.  

                                                                 ARTICLE VII: FISCAL YEAR

The fiscal year of the church shall be the calendar year. It shall be the duty of the church’s ADMINISTRATIVE BOARD to present an approved annual budget to the congregation of WESTBORO COMMUNITY CHURCH.

                                                           ARTICLE VIII: INDEMNIFICATION

                                                        ACTIONS SUBJECT TO INDEMINIFICATION

WESTBORO COMMUNITY CHURCH may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including all appeals· (other than an action by or in the right of the church) by reason of the fact that the person is or was a pastor, officer, employee, or agent of the church, against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him/her in connection with the action, suit, or proceeding; and if that person acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the church and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was lawful.

The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner that he/she reasonably believed to be in or not opposed to the best interests of the church and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his/her conduct was unlawful.

                                                           EXPENSES SUBJECT TO INDEMNIFICATION

To the extent that a pastor, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in this article, or in defense of any claim, issue, or matter in that action, suit, or proceeding, he/she may be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him/her in connection with the action, suit, or proceeding.

                                                                  LIMITATIONS OF INDEMNIFICATION

Any indemnification made under this Article, may be made by the church only as authorized in the specific case on a determination that indemnification of the pastor, officer, employee, or agent is proper under the circumstances. The determination shall be made (a)by a majority vote of a quorum of the church’s ADMINISTRATIVE BOARD who were not and are not parties to or threatened with the action, suit, or proceeding; (b) if the described quorum is not obtainable or if a majority vote of a quorum of the church’s ADMINISTRATIVE BOARD so directs, by independent legal counsel in a written opinion.

                                                                TIMING OF INDEMNIFICATION

Expenses of each person seeking indemnification under this Article may be paid by the church as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the church’s ADMINISTRATIVE BOARD in the specific case, so long as the pastor, officer, employee, or agent agrees to repay the amount if it is ultimately determined that he/she is not qualified to be indemnified by the church.

                                                                 EXTENT OF INDEMNIFICATION

The indemnification provided by this Article shall be deemed to be discretionary unless otherwise required as a matter of law, or under any agreement, or provided by insurance purchased by the church, both as to the action of each person seeking indemnification under this Article in his official capacity and as to action in another capacity while holding that office, and may continue as to a person who has ceased to be a pastor, officer, employee, or agent.

                                                                              INSURANCE

The church may purchase and maintain insurance on behalf of any person who is or was a pastor, officer, employee, or agent of the church against any liability asserted against him/her and incurred by him/her in that capacity, or arising out of his/her status in that capacity, whether or not the church would have the power to indemnify him/her against liability under the provisions of this Article.

                                                             ARTICLE IX: CONFLICT OF INTEREST

                                                                                 PURPOSE

The purpose of this conflict-of-interest policy is to protect the Church's interest when it is contemplating entering into a transaction or arrangement that might either benefit the private interest of a leader of the Church or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state or federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

                                                                                DEFINITIONS

Interested Person: Any leader who has a direct or indirect financial interest.

Financial interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

An ownership or investment interest in any entity with which the Church has a transaction or arrangement,

A compensation arrangement with the Church or with any entity or individual with which Church has a transaction or arrangement, or potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Church is negotiating a transaction or arrangement.

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the board decides that a conflict of interest exists.

Compensation: Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

                                                                          PROCEDURES

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the church’s ADMINISTRATIVE BOARD

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he shall leave the church’s ADMINISTRATIVE BOARD meeting while the determination of a conflict of interest is discussed and voted upon. The remaining team members shall decide if a conflict of interest exists.

An interested person may make a presentation at the church’s ADMINISTRATIVE BOARD meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The church’s ADMINISTRATIVE BOARD shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

 After exercising due diligence, the church’s ADMINISTRATIVE BOARD shall determine whether the Church can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board shall determine by a consensus of the disinterested members whether the transaction or arrangement is in the best interests of Church, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

If the board has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the board determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

                                                                   RECORDS OF PROCEEDINGS

The minutes of the board shall contain the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board's decision as to whether a conflict of interest in fact existed.

The minutes of the board also shall contain the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

                                                                           COMPENSATION

 A voting member of the church’s ADMINISTRATIVE BOARD who receives compensation, directly or indirectly, from the church for services rendered may not vote on matters pertaining to that member's compensation.

                                                         ARTICLE X:  DESIGNATED CONTRIBUTIONS

Contributions given to WESTBORO COMMUNITY CHURCH are subject to the exclusive control and discretion of the church’s ADMINISTRATIVE BOARD. No fiduciary obligation shall be created by any designated contribution other than to use it for the general furtherance of any of the Church's tax-exempt purpose. Thus, all designated contributions are deemed advisory rather than mandatory in nature except when the CHURCH’S ADMINISTRATIVE BOARD establishes a specific fund for the accomplishment of a specific objective.

                                                                       ARTICLE XI: AMENDMENTS

The Constitution and By-Laws of WESTBORO COMMUNITY CHURCH, Incorporated, may be amended by a consensus of the church’s ADMINISTRATIVE BOARD. However, Article II, which sets forth the statutory non-profit corporation purpose shall not be amended.

Amendments may be made at any regular or special meeting of the church’s ADMINISTRATIVE BOARD, provided that each member has received written notice of the proposed amendment and the specific language thereof at least ten (10) days in advance of the meeting.

                                                               ARTICLE XII: NONDISCRIMINATION

The corporation shall not discriminate on the basis of race, sex, age, or national origin in any matter regarding the employment or appointment of church’s ADMINISTRATIVE BOARD members, Staff, Directors, Trustees or Ministry Leaders.

                                                                ARTICLE XIII: PROHIBITED ACTIVITY

No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, its members, officers, or other private persons, except that the corporation shall be authorized and empowered to pay a reasonable compensation for services rendered and make payment and distributions in furtherance of the tax-exempt purpose of the church. No substantial 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 publication 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 Articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporationexemptfromfederalincometaxunderSection501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Revenue Law) or by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

                                                                     ARTICLE XIV: DISSOLUTION

Upon the dissolution of the corporation, the church’s ADMINISTRATIVE BOARD shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the remaining assets of the corporation exclusively for the purpose of the corporation in such manner, or to such organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes under Section 501of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Revenue Law) as the church’s ADMINISTRATIVE BOARD shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of such corporation is then located, exclusively for such purposes or to such organizations as said Court shall determine.

                                                          ARTICLE XV: REVIEW OF BY-LAWS

The By-Laws will be reviewed by the church’s ADMINISTRATIVE BOARD on an as needed basis as determined by the church’s ADMINISTRATIVE BOARD.

                                        ARTICLE XVI: ADOPTION OF CONSTITUTION AND BY-LAWS

We, the undersigned, church’s ADMINISTRATIVE BOARD of WESTBORO COMMUNITY CHURCH of Clinton County, Ohio, do hereby approve and adopt the foregoing Constitution and By-Laws of WESTBORO COMMUNITY CHURCH, INCORPORATED, this            ________day of         ___________________2022.

 _____Chair, Ad Board_________     _____________________________           (Position)                                                            (Signature)

_______Treasurer ___________  _______________________________

(Position)                                                         (Signature)

_______Chair, Trustees________________________________________

(Position)                                                         (Signature)

_______ Chair, PPRC___________  ______________________________

(Position)                                                         (Signature)

_______Chair, Nurture________________________________________

(Position)                                                         (Signature)