CONSTITUTION AND BYLAWS OF

Calvary Chapel of Fayetteville

PREAMBLE

For the glory of God, the preservation and security of the principles of our faith, and to the end that this body may be governed in an orderly manner consistent with the Bible, and for the purpose of reserving the liberties inherent in each individual member of this church and the freedom of this body, with respect to its relation to other churches of the same faith, and as it relates to our liberties as an autonomous self-governing body with regard to church and state, including all officially adopted related ministries, we do declare and establish this constitution and bylaws of Calvary Chapel of Fayetteville.

ARTICLE I NAME AND OFFICES

SECTION 1. Name

This incorporated church body shall be known as Calvary Chapel of Fayetteville (hereinafter also referred to as the "Church").

SECTION 2. Principal Office and Other Offices.

The principal office of the Church shall be 9610 Cliffdale Rd Fayetteville, N.C. 28304, but the location may be changed from time to time by the Board of Directors. The Board of Directors may at any time establish branch or subordinate offices at any place or places where the church is qualified to do business.

ARTICLE II PURPOSE

The purpose of Calvary Chapel of Fayetteville is threefold:

To worship God the Father, Son and Holy Spirit;

To build up the Church of Jesus Christ through the teaching of the Word and the ministry of the Spirit;

3. To evangelize by presenting the Gospel message to persuade men and women to repent and confess Jesus Christ as Lord.

The Mission of Calvary Chapel of Fayetteville is to declare the truth, make disciples and to love our neighbor.

The general operational purposes for which this church corporation is organized is exclusively religious, charitable and educational within the meaning of Section 50l(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code including, but not limited to, for such purposes as outlined in the Articles of Incorporation.

ARTICLE III OBJECTIVES

The objectives of this Church shall be:

To proclaim the good news of salvation by faith in our Lord Jesus Christ through any suitable method or media, which includes, but is not limited to the following:

A. Establishing and operating a local church for the worship of Jesus Christ, including conducting bible studies, worshipping and sharing the message and good news of Jesus Christ, using personal evangelism, radio, television, web/internet, missions, conferences, preaching, comforting, and any other activity directed for Christian purpose;

B. Assisting and furthering the task of providing Biblical Scripture to the community and other groups through the Holy Scriptures and other printed material by speaking at Bible studies, church services, and by providing speakers and other instructional and educational programs which may be deemed necessary or convenient in effecting the above purposes;

C. Establishing new programs of outreach and ministry, and the strengthening of existing programs and organizations which have a similar purpose and dedication to presenting Christ as Savior.

D. To be obedient to our Lord Jesus Christ's command to "Go ye therefore, and teach all nations, baptizing them in the Name of the Father, and of the Son, and of the Holy Spirit"(Matthew 28:19- 20).

E. To serve as an instrument through which men may be witnesses unto our Lord Jesus Christ in Jerusalem, and unto all Judea, and in Samaria, and unto the uttermost parts of the earth (Acts 1:8).

F. To do only that which glorifies the Father, the Son, and the Holy Spirit.

G. To engage in spiritual work and services based upon the authority of the Holy Bible.

ARTICLE IV STATEMENT OF FAITH

• We Believe that there is one living and true GOD, eternally existing in three persons: The Father, the Son, and the Holy Spirit, equal in power and glory; that this triune God created all, upholds all, and governs all. (Genesis 1:1; Deuteronomy 6:4; Isaiah 44:8 and 48:16; Matthew 28:19-20; John 10:30; Hebrews 1:3).

• We Believe that the SCRIPTURES of the Old and New Testaments are the Word of God, fully inspired without error in the original manuscripts, and the infallible rule of faith and practice. (Isaiah 28:13; Nehemiah 8:8; John 17:17; 2 Timothy 3:16-17; Hebrews 4:12; 1 Peter 1 :23-25; 2 Peter 1:3-4 and 1:21).

• We Believe in GOD THE FATHER, an infinite, personal Spirit, perfect in holiness, wisdom, power and love; that He concerns Himself mercifully in the affairs of men; that He hears and answers prayer; and that He saves from sin and death all who come to Him through Jesus Christ. (Deuteronomy 33:27; Psalms 90:2; Psalms 102:27; John 3:16 and 4:24; 1 Timothy 1:17; Titus 1:3).

• We Believe in JESUS CHRIST, God's only begotten Son, conceived by the Holy Spirit. We believe in His virgin birth, sinless life, miracles and teachings, His penal substitutionary atoning death, bodily resurrection, ascension into heaven, perpetual intercession for His people and personal, visible return to earth. (Isaiah 7:14; Micah 5:2; Matthew 1:23; Mark 16:19; Luke 1:34-35; John 1:1-2, 8:58 and 11:25; 1 Corinthians 15:3-4; 1 Timothy 3:16; Hebrews 1:8; 1 John 1:2; Revelation 1:8).

• We Believe in the HOLY SPIRIT, who came forth from the Father and Son to convict the world of sin, righteousness, and judgment, and to regenerate, sanctify and empower for ministry all who believe in Christ; we believe the Holy Spirit indwells every believer in Jesus Christ and that He is an abiding Helper, Teacher, and Guide. We believe in the present ministry of the Holy Spirit and in the exercise of all Biblical gifts of the Spirit. (Acts 1:8; 2 Corinthians 3:18; John 16:8-11; Romans 8:26 and 15:13,16; Hebrews 9:14).

• We Believe that all PEOPLE are sinners by nature and choice and, therefore, are under condemnation; that God regenerates by the Holy Spirit, those who repent of their sins and confess Jesus Christ as Lord; that Jesus Christ baptizes the seeking believer with the Holy Spirit and power for service, often subsequent to regeneration. (Acts 8:15-17; Ephesians 2:1-3 and 8-9; Romans 3:23 and 5:8; Titus 3:5).

• We Believe in the universal CHURCH, the living spiritual body, of which Christ is the Head and all regenerated persons are members. (1 Corinthians 12:12-13; Ephesians 4:15-16).

• We Believe that the Lord Jesus Christ committed two ORDINANCES to the Church: 1) baptism, and 2) the Lord's Supper. We believe in baptism by immersion and communion open to all believers. (Matthew 28:19; Luke 22:19-20; Acts 2:38; 1 Corinthians 11:23-26) We also believe that the Lord Jesus Christ validated the ordinance of marriage. (Matthew 19:4-5 and John 2:l-11).

• We Believe in the personal, visible RETURN OF CHRIST to earth and the establishment of His Kingdom, in the resurrection of the body, the final judgment and eternal blessing of the righteous and endless suffering of the wicked. (Matthew 16:27; Acts 1:11; Revelation 19:11-16, 20:11-15).

• We Believe in what is termed "THE APOSTLES' CREED" as embodying fundamental facts of Christian faith.

• We Believe in the Biblical account of creation as God as the Creator. We believe that God created man and that He created them male and female. As such He created them different so as to complement and 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, homosexuality, and all other "sexual preferences" or "orientations" or “gender dysphoria” are unnatural, sinful, and unacceptable to God. Accordingly, this ministry will not perform any marriage ceremonies between two individuals of the same sex. It will not condone or recognize same-sex marriages, civil unions, or domestic partnerships even if the state or federal government passes laws that provide for recognition of such unions.

• We believe that marriage is exclusively the legal union of one genetic male and one genetic female and is evidenced by a marriage ceremony. We also believe that legitimate biblical sexual relations are exercised solely within the bounds of a biblical marriage. Hence, sexual activities such as, but not limited to, adultery, fornication, pre-marital sex, incest, polygamy, homosexuality, transgenderism, bisexuality, cross-dressing, pedophilia and bestiality are inconsistent with the teachings of the Bible and the Church. Furthermore, lascivious behavior, the creation, viewing and/or distribution of pornography and efforts to alter one's physical gender or gender related appearance are incompatible with a true biblical witness. (Genesis 2:24; Matthew 19:4-6; John 4:16-18; Romans 1:18-32; I Corinthians 5:11, 6:9-11, 6:18-20, 7:1-3 and 7:8-9; Galatians 5:19-21; Ephesians 5:3-7; I Timothy 1:9-11).

Every pastor, assistant pastor, board member, officer, deacon, employee, ministry leader, staff member or regular volunteer (collectively referred to as "Affiliates") shall be in submission to the spiritual authority of the Lead Pastor and Board of Elders and shall sign a Covenant adopted by the Board of Elders that reflects his or her unequivocal agreement with the Constitution, including the above Statement of Faith, and Bylaws of the Church. Each Affiliate whose confession of faith or behavior is in conflict with this Statement of Faith will be subject to removal and tennination by the Lead Pastor, Board of Elders, or their assignees, from his or her position or responsibility. Further, the Board of Elders, their assignees, or the Lead Pastor may prohibit the fellowship and attendance of any person from Calvary Chapel's services and meetings as discussed in the Bylaws.

ARTICLE V RITES OF ORDINATION

SECTION 1. Principles of Ordination.

A candidate for ordination recognizes that only our Sovereign, Holy God can truly call and ordain His children for service in the ministry of the Gospel of Jesus Christ. The calling of a minister is not the result of a title; rather the title is the result of His calling. This calling is recognized as from the true and living God. It is man's privilege and specifically the privilege of the overseers of the true church of Jesus Christ to ratify the ordination of God when such is obviously placed upon a man's life. The purpose of this Article is to provide for the ordination rites of ministers of the Gospel of Calvary Chapel of Fayetteville.

SECTION 2. Qualification for Ordination.

The qualifications for ordination are as follows:

A. BORN AGAIN,

A candidate for ordination must be a "born again" believer in Jesus Christ as described by our Lord in the third chapter of the Gospel of John.

B. ACCEPTANCE OF STATEMENT OF FAITH,

A candidate for ordination must subscribe to the Statement of Faith as described in this Constitution.

C. THEOLOGY/BIBLE TRAINING,

A candidate must have completed four (4) years of Bible study/Theology or the equivalent as designated by the Lead Pastor and Elders.

D. CALLING,

A candidate should have evidenced the obvious calling of God upon his life to the satisfaction of the Lead Pastor and Elders. He is qualified by the Scriptures in character and has the approval of Eldership from the Church.

SECTION 3. Procedures for Ordination.

A. Each person fulfilling the above qualifications, and upon their presentation to the Board of Elders (synonymous with Board of Directors & Board) of this body, shall receive full consideration for ordination into the ministry of the Gospel of Jesus Christ by Calvary Chapel of Fayetteville.

B. The Board of Elders may make exceptions to these qualifying standards where, in the unanimous opinion of the Board of Elders and under the strong compelling conviction of the Holy Spirit, such exception is according to the will of God and consistent with His Word.

C. Upon unanimous approval of the Board of Elders, the candidate will be ordained as a minister of the Gospel with the right to perform ministerial functions in accordance with the laws of the land and the ordinances of God's Holy Word, with all prerogatives of such a calling and office.

D. All candidates, successful or otherwise, shall be notified of the Board of Elders' decision in writing within one (1) week of the final Board action.

ARTICLE VI AFFILIATIONS

Calvary Chapel of Fayetteville is a part of the Calvary Chapel churches but operates as an independent Church with its own governance structure. The Church may affiliate with any like-minded churches, associations or denominations as it decides to further its purpose.

ARTICLE VII AMENDMENTS

The Board of Elders may propose changes to the Constitution that shall be submitted to the Board of Elders for consideration and comment. The Board of Elders shall debate the proposed changes, at a regular or special Board meeting. This Constitution may be amended by three-quarters (3/4) vote of the board present and voting, provided that the following procedure has been followed:

A. The proposed written amendment has been presented at a previous Board meeting.

B. The proposed amendment has been mailed or made available to the Board at least four (4) weeks before the meeting to act on the amendment.

BYLAWS of

Calvary Chapel of Fayetteville

ARTICLE I MEMBERSHIP

SECTION 1. No Corporate Membership other than the Board of Elders.

Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board of Elders. All rights which would otherwise vest in the members under the Act shall vest in the Board of Elders.

SECTION 2. Congregation.

Any person who is a believing and confessing Christian, acknowledges and accepts Jesus Christ as Lord and Savior, accepts the Bible as the inerrant Word of God, ascribes to the Church's Statement of Faith, who serves the church on a regular basis, and who tithes to the Church on a regular basis is considered a "Congregant". Any Congregant may request in writing to inspect any of the following:

The Articles of Incorporation of the Church;

The Constitution and Bylaws;

Other appropriate summary reports of the Church;

SECTION 3. Limits of Congregant Inspection Privileges.

Notwithstanding anything to the contrary in these Bylaws, the Board of Elders may refuse to allow any Congregant the privilege of inspecting any records or any portion of any records of the Church at any time in its sole discretion.

All requests for financial or Church related information must be submitted to the Lead Pastor, or his designee, in writing.

The Board of Elders may condition any inspection by a Congregant on the delivery to the Board of Elders of certain written assurances and a Confidentiality Statement being signed.

The Board of Elders may place any restrictions on a Congregant' s privilege of inspection as the Board of Elders may determine in its discretion, including, without being limited to, restrictions on copying of records and materials, restrictions on access of a Congregant' s agents and/or attorneys to any such records or materials, and confidentiality and non-disclosure obligations.

The privilege of inspecting any records of the Church shall only be allowed after the Congregant signs the Church Covenant, agreeing to the Constitution and Bylaws.

SECTION 4. Restoration/ Church Discipline.

We believe that Scripture requires the Lead Pastor, or his assignee(s), with the assistance and support of the Board of Elders or its assignee(s), to exercise authority, correction and discipline over all persons who participate in fellowship at Calvary Chapel of Fayetteville. This is necessary to ensure that, among other reasons: 1) Sound doctrine is consistently practiced within the various ministries of the Church and 2) The message conveyed as a by-product of the mere association and fellowship with particular persons does not adversely impact the message intended to be presented by the Lead Pastor and Board of Elders. In other words, the practices and conduct of some individuals may significantly interfere with the ministry purposes of the Church and those in fellowship with the Church. Scripture provides direction with regard to persons who should be disciplined because of their position, practices or conduct.

It shall be the practice of this Church to pursue every reasonable measure for peace and reconciliation. Should one congregant sin against another or the Body of congregants (the Church), the aggrieved individual shall follow in a tender spirit the rules given by our Lord and Savior in Matthew 18:15-17; 1 Corinthians 5:9-13; and 1 Thessalonians 5:12-14. If they sin against the Body either in sinful moral failure or biblical heresy, the Pastoral Staff, Elders, Deacons, and mature Members are available for counsel and guidance.

The Church shall look to the Lead Pastor and Elders for the effective functioning and discipline of the congregation. Only after good faith efforts by the Lead Pastor and Elders to bring about repentance and reconciliation have proven futile, the Elders or its designees shall give notice of the unrepentant sins, time and place to address the charges. Discipline can include but not be limited to dismissal, censure, suspension or any other measures that the Elders decide that shall bring about repentance. If the congregant is disciplined by the Elders, it shall be announced to the members to carry out the Biblical admonitions to bring about repentance and restoration of the disciplined member. The extent to which notice is given to the church is dependent upon the position of the individual and the level of disobedience to scripture.

ARTICLE II CHURCH GOVERNMENT

SECTION 1. The Headship of Christ.

The government of this Church shall be focused on seeking and maintaining the Lordship and direction of Jesus Christ over the ministry and other Christian activities in which the Church is engaged. All those in authority shall continually seek His mind and will, through His Spirit and the Word of God in all actions and decisions.

ARTICLE III BOARD OF ELDERS/ DIRECTORS (SERVING AS a BOARD MEMBER)

SECTION 1. General Powers.

The corporate powers of the Church shall be exercised by or under the authority of the Board of Elders (also referred to as Board of Directors or Board). The powers, business and property of the Church shall be exercised, conducted and controlled by the Board of Elders for the purposes of overseeing the legal, business, financial and administrative affairs of the Church with consensus agreement. The Board of Elders is composed of the Lead Pastor and properly selected and elected elders. The Board of Elders members serve as the Directors of the church. Their selection and election are described below. If, in the course of the decision-making processes, the Board of Elders cannot unanimously agree, then the decisions will be made by majority vote of the Board of Elders present and voting at that meeting. The Lead Pastor, who shall be recognized as the authority to oversee the spiritual affairs of the Church, shall be the tie breaking vote if that case ever arises. The "tie-breaker" vote is in addition to his vote as a member of the Board of Elders.

SECTION 2. Qualification, Number, Appointment and Term.

The Board of Elders shall consist of the Lead Pastor and the other Board Elders / Directors. Board Elders / Directors shall be Congregants who meet and maintain the Scriptural qualifications of an Elder identified in I Timothy 3:1-13 and Titus 1:5-9:

Personal qualifications: serious, not double-tongued and not a drunkard. He shall be a man of high moral character, a one-woman man, temperate, prudent, respectable, not self-willed, self-controlled, just, devout, and not covetous. He shall be a man of good reputation, full of the Holy Spirit and wisdom.

Family Relations: one-woman man. The Board Member shall be a man of good reputation regarding family whether married or single. He is to be a man who rules his home well, leading his family in the ways of God and His Word.

As to faith: obedience to the faith; mature, tested walk. The Board Member shall have a demonstrated obedience to the faith, be mature, and have a proven Christian walk.

Ministerial Skills: The Board Member must be committed to serve the Lord's purpose and calling on his life. He must be foremost set apart and committed to the Lord. He must be committed to supporting the calling and leadership of the Lead Pastor, along with the ministry and message of the Church. He must be actively involved in performing the duties of an Officer and be in good standing and reputation within the Church and community.

Each Board Member must be a regular attendee of and regularly tithe to Calvary Chapel of Fayetteville.

The authorized number of Board of Elders / Directors shall be such number as may be authorized from time to time by the Board of Elders; provided that such number shall not be less than three (3) and more than twelve (12). No less than fifty (50%) percent of the Board of Elders shall be laymen from the congregation and not related to paid staff.

Candidates for Board of Elder / Director shall be recommended to or selected by the Lead Pastor. The Lead Pastor shall interview potential candidates for determination of the above qualifications and a desire to serve. Qualified candidates shall be nominated to the Board of Elders for approval by a majority vote of the Board of Elders at a duly called meeting. Upon appointment, lay members of the Board of Elders shall serve for a term of three (3) years. There shall be three annual classes of Board of Elders so that approximately one third (1/3) are up for election every year to maintain continuity and malice for smooth transitions within the Board of Directors.

SECTION 3. Specific Duties and Responsibilities.

The Board of Elders shall annually appoint a Secretary and Treasurer. Without prejudice to the general powers outlined above, and subject to the same limitations, the Board of Elders shall have the following duties and responsibilities:

To establish governing principles, policies and determining practices for the Church, including the creation and maintenance of policies and procedure manuals, which shall contain all controlling policies and procedures governing any and all aspects of the Church's affairs, including, but not limited to, committee task descriptions and policies regarding the handling of funds, use of facilities, and employment policies and practices;

To review and coordinate program plans recommended by Church officers, organizations, teams and committees;

To approve the borrowing of money and incurring indebtedness on behalf of the Church and the cause to be executed and delivered for the Church's purpose and in the Church's name, promissory notes, and other evidence of debt and securities;

To evaluate program achievements in terms of Church goals and objectives;

To oversee legal, business, financial and administrative affairs of the Church;

Other powers and duties as needed for the orderly administration of the Church, such as but not limited to the following:

I. Lead the way in modeling evangelism to the members;

II. Guide the church forward in priorities, vision, and philosophy of ministry. This shall include policies for the church;

III. Assist with the observance of the Lord's Supper; and

IV. Assist the Lead Pastor in his duties to give spiritual leadership to the Church.

The Board of Elders may delegate some of its authorities and duties to individual Elders, Pastors, Deacons, staff members, ministry teams and others as long as the delegation does not breach its fiduciary duties to the Church. The Board of Elders may also invite the Chairpersons of the teams/committees of the Church to be non-voting invitees to Board of Elders meeting whenever projects or programs in which their team/committee may be involved are to be considered, for example, preparation of the annual Church calendar.

SECTION 4. Vacancies.

A vacancy occurring in the Board of Elders because of death, resignation, removal, disqualification or any other cause shall be filled and nominated by the Lead Pastor and appointed by a majority vote of the Board of Elders for the remainder of the term.

SECTION 5. Resignation and Removal.

Any Board of Elders member may at any time deliver a written notice of intent to resign to the Lead Pastor, which shall be effective upon acceptance by the Board of Elders. Other than the Lead Pastor whose removal is provided below, any Board of Elders member may be removed at any time with or without cause when, in the sole judgment and discretion of the Board of Elders, by a two-thirds (2/3) majority of the Board of Elders that such individual should no longer serve as Board of Elders member. In the event any Board of Elders member is so removed, a new Board of Elders member may be nominated of the Lead Pastor and approved by majority vote of the Board of elders for the remainder of the term.

SECTION 6. Transactions with Interested Parties.

A contract or other transaction between the Church and one or more of its Board of Elders, Pastors, Officers, or family members thereof (hereinafter "Interested Party"), or between the Church and any other entity, of which one or more of the Church or its Board of Elders, Pastors, or Officers are also Interested Parties, or in which the entity is an Interested Party which has a financial interest - shall be voidable at the sole election of the Church unless all of the following provisions are satisfied:

The Church entered into the transaction for its own benefit;

The transaction was fair and reasonable as to the Church, or was in furtherance of its exempt purposes at the time the Church entered into the transaction;

Prior to consummating the transaction, or any part, the Board of Elders must authorize or approve the transaction, in good faith, by a vote of a majority of the Board of Elders then in office, without counting the vote of the interested Board of Elders member(s), and with knowledge of the material facts concerning the transaction and the Interested Parties' interest in the transaction; and

Prior to authorizing or approving the transaction, the Board of Elders, in good faith, determined after reasonable investigation and consideration, that either the Church could not have obtained a more advantageous arrangement with reasonable effort under the circumstances, or the transaction was in furtherance of the Church's tax-exempt purposes.

Common or interested Board of Elder members may not be counted in determining the presence of a quorum at a meeting of the Board of Elders (or a committee thereof) which authorizes, approves, or ratifies such contract or transaction. The Board of Elders may adopt additional Conflicts of Interest Policies that shall provide for full disclosure of material conflicting interests by Board of Elders members, Officers, or employees. These policies shall permit the Board of Elders to determine whether the contemplated transaction may be authorized as just, fair, and reasonable to the Church. Notwithstanding the above, no loan shall be made by the Church to any of its Elders, Officers, Pastors, Deacons or Congregants.

SECTION 7. No Compensation for Board of Elders Members.

No salary or compensation shall be paid to any Board of Elders member in his capacity as a member of the Board of Elders, but nothing herein shall be construed to preclude any Board of Elder member from serving the Church in any other capacity and receiving reasonable compensation. Moreover, a Board of Elders member may receive reasonable reimbursement for travel and other approved expenses upon request and written documentation.

SECTION 8. Place and Time of Regular Meetings.

Regular meetings of the Board of Elders shall be held at least every other month and at any place and at any time designated by the Board of Elders, with one meeting being designated as the Annual meeting for the appointment of Elders, Officers, approval of the Annual Budget, and any other matter to be brought before the Board of Elders.

SECTION 9. Special Meetings.

Special Meetings of the Board of Elders may be called at any time by the Lead Pastor or any two (2) other Board of Elders members for any purpose or purposes. The transactions of any meetings of the Board of Elders however called and noticed and wherever held, shall be valid as though at a regular meeting.

SECTION 10. Notice.

Notice of the time and place and in the case of a special meeting the purpose of every meeting of the Board of Elders shall be in writing and shall be duly sent, mailed, or otherwise delivered to each Board Member not less than five (5) days before the meeting; providing that no notice of any regularly scheduled or adjourned meeting need be given.

SECTION 11. Quorum.

The presence of a majority of Board of Elders members present at the beginning of a meeting shall constitute a quorum for the transaction of business. If the Lead Pastor or his designee is not present, there shall not be a quorum. However, the Lead Pastor cannot refuse to attend a meeting that he is able to attend. Unless otherwise stated, every action taken, or decision made by a majority of the Board of Elders shall be deemed to be the act of the Board of Elders.

SECTION 12. Action Without Meeting.

Any action required or permitted to be taken by the Board of Elders may be taken without a meeting, if all the Board of Elders, individually or collectively, consent in writing to the action. Such action by written consent shall have the same force and effect as the unanimous vote of the Board of Elders.

Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Elders.

SECTION 13. Participation by Conference Telephone or Similar Electronic Equipment.

Members of the Board of Elders or any committee thereof may participate in a meeting of such Board of Elders or committee by means of a conference telephone or similar communication equipment whereby all persons participating in the meeting can hear each other. Participation by such means shall constitute presence at such meetings. When such a meeting is conducted by means of a conference telephone or similar· communications equipment, a written record shall be made of the action taken at such a meeting, noting participation of those who were present by means of such communications equipment.

SECTION 14. Advisory Teams.

The Board of Elders, by a majority vote of all Board of Elders Members in office, may appoint two or more persons from among its number to serve as an advisory team, such as the Board of Elders may determine are necessary, which shall have such powers and duties as shall from time to time be prescribed by the Board of Elders. Except as otherwise provided by law, the Articles of Incorporation, these Bylaws, or by a Resolution of the Board of Elders, each advisory team may not exercise the authority of the Board of Elders.

SECTION 15. Minutes.

Minutes of the meetings of the Board of Elders shall be recorded and taken by the Secretary, or a suitable substitute in his absence, who shall have custody thereof and be responsible for circulating copies to the Board of Elders members in a timely manner.

SECTION 16. Rights of inspection.

Every Board of Elders Member has the absolute right at any reasonable time to inspect all books, records, and documents of every kind and to inspect the physical properties of the Church.

ARTICLE VII OFFICERS OF THE CHURCH

SECTION 1. Officers, In General.

The Officers of the Church shall be the Lead Pastor/President, Secretary, Treasurer and such other officers as the Board of Elders may from time to time deem necessary.

SECTION 2. Election and Term.

Except for the President, officers shall be appointed by a majority vote of the Board of Elders for a one-year term. Officers may be reelected without limitation or until their successor is appointed and qualified.

SECTION 3. Lead Pastor/President.

His Qualifications.

The Lead Pastor and all pastoral staff shall be generally qualified, according to the qualifications for a ruling elder as found in 1 Timothy 3:1-7 and Titus 1:5-9. The Lead Pastor shall be a Spirit-gifted teacher of the Word, an ordained pastor of good reputation with a Biblically conservative theology, Christ-centered, Spirit filled, and willing to serve a non-denominational ministry without promoting denominational interest.

His Ministry and Duties.

The Lead Pastor shall minister unto the Lord in regular personal worship and praise. He shall give himself to the ministry of the Word and prayer (Acts 6:4) and seek to walk uprightly before the Lord in his personal life. He shall seek the mind of God. The Pastor shall be the teaching shepherd of the ministry. He shall give considerable time to the study of the Word and shall teach the Scriptures to others by precept and example. His aim shall be to feed the flock, equip the saints for ministry, guard the church against the attack of the enemy, conduct Bible studies, worship and share the message and good news of Jesus Christ, using evangelism, preaching, comforting, and any other activity directed for Christian purpose; and shall evangelize and assist others in seeking and finding the Lord and any other ministry associated with such purpose. He will give himself to a life of learning, reading and study. The primary function(s) of his office is to the ministry of the Word and prayer. He will also be qualified to biblically counsel and spiritually tend to the flock of God, the Church.

The Lead Pastor shall simultaneously serve as President of the church corporation and facilitate all meetings as Chairman of the Board of Elders. As chief executive officer he shall oversee the day-to day operations of the Church and have general supervision of the entire ministry and all its dealings, whether spiritual or business-related and shall be in charge of or responsible for all gatherings and meetings, distribution of materials, bible studies, evangelistic activities and support activities relating to assistance of other ministries or churches and their respective pastors. He shall be an ex-officio member of all ministries, teams, and committees of the Church, unless he delegates to another pastor, Elder, or staff member.

His Appointment.

In the event of a vacancy in the office of the Lead Pastor, for whatever reason, the Board of Elders shall constitute a nominating committee. This committee shall seek, find, and nominate a candidate who conforms to the Scriptural qualifications outlined in these Bylaws. They shall seek first among the associate or assistant pastors from within the Church. Only one candidate shall be nominated at a time and he must be voted upon by the Board of Elders before any other candidate may be considered. Voting shall take place at a duly called meeting with proper notice given. Election shall be by secret ballot; an affirmative vote of three-fourths (3/4) of the Board of Elders present and voting shall constitute a call. The Board of Elders shall inform the candidate of the voting results as soon as possible. If elected, the Lead Pastor shall serve for an indefinite time or until the earlier of his death, resignation or removal. The resigning or retiring Lead Pastor may nominate in conjunction with the Elders a successor and/or Participate in the selection of a successor.

His Compensation.

The Lead Pastor's initial compensation, if any, shall be specified by the Board of Elders, in connection with the necessary committees, at the time of his calling. The Lead Pastor shall recuse himself from any discussions or vote regarding his compensation. The Church may provide, as possible, an adequate salary, and such employee benefits as requested and approved by the Board of Elders in accordance with the Annual Budget. Employee benefits may include, but are not limited to, health insurance, housing allowance, expense allowance, conference funds, vacation time, continued education, pension, and other special funds as needed for the ministry and to achieve the purposes of this Church. The Church may also defray the costs of sending the Lead Pastor to out-of-town conferences or conventions attended for this Church, as approved by the Board of Elders. The above defined expenses included by the Lead Pastor on behalf of the Church are not intended to be exclusive.

Resignation and Termination.

A pastor may at any time submit a written intent to resign to the Board of Elders, which shall be effective upon acceptance by the Board of Elders unless a different time is agreed to by the parties. If any two (2) or more individuals (with preference to unrelated persons) have a grievance against a pastor, those individuals must present their grievances to the Board of Elders. If the conduct of the pastor is immoral or egregiously improper, the Board of Elders shall by unanimous decision, vote to terminate the pastor. If it is the Lead Pastor, the Elder's vote to terminate shall be forwarded to a Special Hearing of three to five (3-5) Calvary Chapel Senior (Lead) Pastors. The members of the Special Hearing shall be nominated by the Lead Pastor and approved by a majority vote of the Board of Elders; president included.

The members of the Special Hearing shall hear from the Board of Elders and the Lead Pastor and make a ruling, which shall be binding on the parties. A two-thirds (2/3) affirmative vote of the Special Hearing shall be necessary to terminate a Lead Pastor. The members of the Special Hearing shall be fully compensated for their travel expenses upon request and written documentation.

SECTION 4. Secretary.

The Secretary shall be a member of the Board of Elders. The Secretary shall keep a full and complete record of all the proceedings of the Board and shall give proper notice to the Board members of all Board meetings. The Secretary shall supervise the keeping of records of the Church and shall discharge such other duties of the office as prescribed by the Board.

SECTION 5. Treasurer.

The Treasurer shall be a member of the Board of Elders. The Treasurer shall be responsible for all monies collected and distributed by the Church and shall make financial replacements to the Board of Elders. Proper records and books concerning incoming and outgoing funds shall be kept and such records and books will be made available for auditing or inspection.

ARTICLE VIII Associate and (OR) Assistant Pastors

SECTION 1. Their Ministries and Responsibilities.

The Associate or Assistant Pastors shall minister unto the Lord in regular personal worship and praise. They shall give themselves to the ministry of the Word and prayer (Acts 6:4) and seek to walk uprightly before the Lord in each of their personal lives. They shall seek the mind of God.

The Lead Pastor shall define an Associate or Assistant Pastor's ministry upon his appointment. He shall serve under the Lead Pastor's direction and with the Lead Pastor in the teaching of the Word.

SECTION 2. Their Qualifications.

The Associate or Assistant Pastors shall meet the same qualifications as the Lead Pastor outlined in Art VII, Sect. 3(A).

SECTION 3. Their Appointment, Number.

The Lead Pastor shall appoint, and the Board of Elders shall approve and ordain an Associate or Assistant Pastor to share in the ministry. The number of Associate or Assistant Pastors shall be determined and fixed by the Lead Pastor as he perceives the need or lack of need for them in the ministry of the Church.

SECTION 4. Their Compensation.

The Associate or Assistant Pastor's compensation shall be specified by the Pastor/ President in consultation with the necessary committees, at the time of their calling. For a full-time Associate or Assistant Pastor, the Church may provide, as possible, an adequate salary, and such employee benefits as requested and approved by the Elders in accordance with the Annual Budget. Employee benefits may include, but are not limited to, health insurance, housing allowance, expense allowance, vacation time, continued education, and pension. For a part-time Associate or part-time Assistant Pastor, the Church may provide compensation, if any, and such employee benefits as requested and approved as deemed appropriate to the Elders, in accordance with the Annual Budget.

SECTION 5. Termination.

It shall be the prerogative of the pastor, after counseling with the Board of Elders, to ask for the resignation of any Associate or Assistant Pastor(s) if he is not in harmony with the ministry of this Church as directed by the Lead Pastor.

ARTICLE IX ELDERS

SECTION 1. Their Ministry and Responsibilities.

The Elders shall carry on various duties and ministries within the corporation to meet the needs of the Church under the direction of the Lead Pastor and Board of Elders.

The Elders shall counsel with the Lead Pastor and pastoral staff regarding the spiritual needs which arise in the body; they shall pray for the furtherance of God's will being established in the body as well as any people associated with or subject to the goals of this Church, including service to the beneficiaries of this ministry by exercising hospitality, spirit-lead and scripturally-based teaching, love, care, and good counsel.

SECTION 2. Their Qualifications.

Elders shall be Congregants who meet and maintain the Scriptural qualifications of an Elder identified 1 Timothy 3:1-7 and Titus:5-9.

SECTION 3. Number, Appointment, and Term.

The authorized number of Elders shall be such number as determined from time to time by the Lead Pastor and Board of Elders. Congregants may recommend candidates for Elders to the Lead Pastor. The Board of Elders, or its designee, shall interview potential candidates to determine if they meet the above qualifications and have a desire to serve. No candidates shall be nominated without their consent. Qualified candidates shall be appointed by a majority vote of the Board of Elders at a duly called meeting. Upon election, an Elder will serve for a term of three (3) years. There shall be three annual classes of Elders so that approximately one third (1/3) are up for election every year to maintain continuity and make for smooth transitions within the Elders. Elders may be reelected without limitation or until their successor is appointed and qualified.

SECTION 4. Resignation and Removal.

Any Elder may at any time deliver a written notice to the Lead Pastor of intent to resign which shall be effective upon acceptance by the Board of Elders. Any Elder may be removed at any time with or without cause when, in the sole judgment and discretion of the Board of Elders, it is determined by two-thirds (2/3) vote of the Board of Elders that such individual should no longer serve as an Elder. In the event any Elder is so removed, a new Elder may be elected by the Board of Elders for the remainder of that tenure.

SECTION 5. Meetings.

The Elders shall meet as often as necessary to cany out their duties and responsibilities. A Chairperson shall be elected annually from among their members to facilitate meetings and regularly report to the Elders on the ministries of the Church.

ARTICLE X DEACONS

SECTION 1. Their Ministry and Responsibilities.

The Deacons shall carry on various duties and ministries within the corporation to meet the needs of the Church under the direction of the Lead Pastor and Elders.

The Deacons shall counsel with the Lead Pastor and pastoral staff regarding the physical needs which arise in the body; they shall pray for the furtherance of God's will being established in the body as well as any people associated with or subject to the goals of this Church, including service to the beneficiaries of this ministry by exercising hospitality, spirit-lead and scripturally-based teaching, love, care, and good counsel.

SECTION 2. Their Qualifications.

Deacons shall be Congregants who meet and maintain the Scriptural qualifications of a Deacon identified in I Timothy 3:8-13 and Acts 6:2-4.

SECTION 3. Number, Appointment, and Term.

The authorized number of Deacons shall be such a number as determined from time to time by the Lead Pastor and Board of Elders Congregants may recommend candidates for Deacon to the Lead Pastor. The Board of Elders, or its designee, shall interview potential candidates to determine if they meet the above qualifications and have a desire to serve. No candidates shall be nominated without their consent. Qualified candidates shall be appointed by majority vote of the Board of Elders at a duly called meeting. Upon election, a Deacon will serve for a term of three (3) years. There shall be three annual classes of Deacons so that approximately one third (1/3) are up for election every year to maintain continuity and make for smooth transitions within the Deacons. Deacons may be reelected without limitation or until their successor is appointed and qualified.

SECTION 4. Resignation and Removal.

Any Deacon may at any time deliver a written notice to the Lead Pastor of intent to resign which shall be effective upon acceptance by the Board of Elders. Any Deacon may be removed at any time with or without cause when, in the sole judgment and discretion of the Board of Elders, it is determined by

two-thirds (2/3) vote of the Board of Elders that such individual should no longer serve as a Deacon. In the event any Deacon is so removed, a new Deacon may be elected by the Directors for the remainder of that term.

SECTION 5. Meetings.

The Deacons shall meet as often as necessary to carry out their duties and responsibilities. A Chairperson shall be elected annually from among their members to facilitate meetings and regularly report to the Directors on the ministries of the Church.

ARTICLE XI MINISTRY TEAMS AND COMMITTEES

SECTION 1. Standing and Special Teams and Committees.

The Board of Elders may establish such other ministry teams and committees (Standing and Special) as needed to assist in the performance of its responsibilities. These ministries shall function under the oversight of the Board of Elders but shall continue to pursue their delegated responsibilities as defined by the Church and those additional tasks specifically delegated to them. A Special team or committee may not exist beyond the duration of one year without reauthorization by the Board of Elders.

SECTION 2. Organization and Responsibilities.

The organization, authorities and responsibilities of each Standing and Special Ministry Team or Committee shall be described more fully in the Church Policy and Operations Manual.

SECTION 3. Ministry Team Members and Chairpersons.

Candidates for ministries may be recommended to the Board of Elders for consideration and appointment. Unless otherwise stated, the Board of Elders shall appoint capable people for Chairperson or Leader to oversee and run such ministries.

ARTICLE XII NON-PASTORAL STAFF

SECTION 1. Non-pastoral Staff.

Non-pastoral staff, including office staff, functions as servants in coming alongside the pastoral staff to support them in ministry. It is the Lead Pastor's responsibility to lead staff in the direction that helps the Church accomplish its goals.

SECTION 2. Duties and Responsibilities.

The duties and responsibilities for all staff positions shall be formulated and approved by the Lead Pastor and the Board of Elders, or its designee.

SECTION 3. Selection.

Selection and approval of non-pastoral staff shall be the responsibility of the Lead Pastor, the consent of the Board of Elders, is only for financial approval of the position.

SECTION 4. Resignation and Termination.

Any staff member may at any time resign by submitting written notice to the Lead Pastor. Any non-pastoral staff member may be terminated upon recommendation by a supervising staff member and approval by the Lead Pastor. Such terminations of staff may be reported to the Board of Elders, but do not need Board of Elders approval.

ARTICLE XIII CHURCH POLICY AND OPERATIONS MANUAL

SECTION 1. Development of Church Policy and Operations Manual.

The development of a Church policy and operation manual shall be overseen by the Board of Directors or its designee with professional consultation and review. This manual shall include all Church policies, procedures, job descriptions, and organization and is depicting lines of responsibility in the administration of the Church. The manual shall be kept in the Church office and made available for review by any Congregant of the Church. The Church Secretary shall maintain the Manual. The Board of Elders or its designee shall review the manual at least annually, with the authority to recommend changes for the Board of Elders to consider and vote on.

SECTION 2. Compilation and Maintenance of the Manual.

The Board of Elders or its designee shall be responsible for compiling and maintaining a policy and operations manual for the day-to-day administrative functions of the Church not covered in the Constitution and Bylaws.

ARTICLE XIV FINANCIAL POLICIES

SECTION 1. Budget and Audit.

The Board of Elders, or its designee, shall prepare and submit an annual budget to the Board of Elders for approval at a duly called meeting each year. The inclusive budget shall indicate the amounts needed and sought for all local, national, and international (if any) expenses and purposes. The Board of Elders or its designee, shall conduct or arrange for an annual review or audit of a type and nature they deem appropriate; however, every five (5) years, the Church shall conduct either a review or audit by an outside auditor.

SECTION 2. Accounting Procedure.

The Treasurer shall account for all funds, for any and all purposes, and shall properly record such funds and their expenditure on the books of the Church. The expenses of all organizations, as approved by the Board of Elders, shall be paid from the general fund as heretofore provided. A system of accounting for handling of all funds shall be the responsibility of the Board of Elders, or its designee.

SECTION 3. Deposits.

The Board of Elders shall select banks, trust companies, or other depositories in which all funds of the Church not otherwise employed shall, from time to time, be deposited to the credit of the Church.

SECTION 4. Checks.

All checks or demands for money and notes of the Church shall be signed by such officer or officers or such other persons as the Board of Elders may from time to time designate. Any check over the amount of three hundred dollars ($300.00) shall require two authorized signatures from two disinterested Board of Elders members or Officers.

SECTION 5. Fiscal Year.

The Board, in consultation with the necessary ministries, shall have the power to fix, and from time to time to change, the fiscal year of the Church. Unless otherwise determined by the Board, the fiscal year of the Church shall be the calendar year. Accurate records shall be kept by all organizations of the Church and reports made on the fiscal year basis. All funds handled by any and all organizations shall be reported to the Board of Elders.

SECTION 6. Contracts.

The President can sign contracts to bind the Church once approved by the Board of Elders or according to its procedures. However, the Board of Elders may authorize any officer or officers, agent or agents of the Church, in addition to those officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Church, including real estate transactions once proper approval has been sought and obtained. Such authority may be general or confined to specific instances. All contracts for major services or expenditures should be reviewed by a competent attorney.

SECTION 7. Endowments.

The Board of Elders may establish on behalf of the Church any endowments for the general purposes or for any special purposes of the Church.

SECTION 8. Designated Contributions.

The Church may accept any designated contributions (based on a case by case and Board approval ⅔ vote), grant, bequest, or devise consistent with its general tax exemption purposes, as set forth in the Articles of Incorporation. As so limited, donor designated contributions will be accepted for special funds, purposes, or uses as approved by the Board of Elders, and such designations generally will be honored. However, the Church reserves all rights, title, and interest in and to control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any funds (including designated contributions) to assure that such funds will be used to carry out the Church's tax-exempt purposes.

SECTION 9. Benevolence Fund.

The Elders shall establish procedures to receive and disburse by check all funds allocated to them in the Benevolence Fund. It shall be the duty of the Board of Directors, or its designee, as a Benevolence Team to determine the needs of the congregants or others in the community as they arise. The Board or its designee shall examine the need of the recipients of these designated funds.

SECTION 10. Partnerships, Joint Ventures, LLC's and Auxiliary Corporations.

The Board of Directors may authorize in writing any officer(s) or agent(s) of the Church to enter into any partnerships or joint ventures or create auxiliary corporations or limited liability companies that the Elders determine shall advance the religious purposes and goals of the Members as described herein and not violate the Church's tax-exempt status.

SECTION 11. Purchase or Sale of Property and of Transfer.

Neither officers nor agents of the Church may transfer, purchase, or sell real or personal property on behalf of the Church unless authorized by the Board. Any borrowing of money must be approved by the Board according to these Bylaws.

ARTICLE XV INDEMNIFICATION

Any person made or threatened to be made a party to any action or proceeding, whether civil or criminal by reason of the fact that he or his testator is or was a Board of Elders member, Director, Officer, employee or agent of the Church, may be indemnified by the Church, and the Church may advance his/her related expenses, to the full extent permitted by law. The Church may purchase and maintain insurance to indemnify: (a) itself for any obligation which it incurs as a result of the indemnification specified above; and (b) its Board of Elders members/ Directors and Officers.

ARTICLE XVI AMENDMENTS

Board of Elders may propose changes to the Bylaws that shall be submitted to the Board of Elders for consideration and comment. The Board of Elders shall present the proposed changes and their comments at a duly called Board of Elders meeting. These Bylaws may be amended by two-thirds (2/3) vote of the Board of Elders present and voting, provided that the following procedure has been followed:

The proposed written amendment has been presented at a previous Board of Elders meeting; and

The proposed amendment has been mailed or made available to the Board of Elders at least two (2) weeks before the meeting to act on the amendment.