The Bylaws

Carpenter's Way Fellowship, Inc.

A Texas Not-For-Profit Corporation Groves, Texas

The Church Elders officially accepted and unanimously approved this version of our Bylaws on March 29, 2021.

Version History

This version completely replaces the January 28, 2013 version accepted and unanimously approved by the Church Elders, including the Addendums and Amendments to that January 28, 2013 version.  

TABLE OF CONTENTS

ARTICLE I: NAME OF CORPORATION AND LOCATION OF OFFICES

ARTICLE II: PURPOSE OF THE CORPORATION

ARTICLE III: TEACHING AND PREACHING MINISTRY

ARTICLE IV: BOARD MEMBERSHIP

ARTICLE V: CHURCH MEMBERSHIP

ARTICLE VI: CHURCH ELDERS

ARTICLE VII: CORPORATE OFFICERS

ARTICLE VIII: SENIOR PASTOR

ARTICLE IX: OTHER PROVISIONS

ARTICLE XI: DISSOLUTION

ARTICLE I

NAME OF CORPORATION AND LOCATION OF OFFICES

The name of the Corporation is Carpenter’s Way Fellowship of Groves, Texas, Inc. (“CWF” or “Carpenter’s Way” or “CW”) It is a not-for-profit corporation with its principal offices in Groves, Texas.

ARTICLE II

PURPOSE OF THE CORPORATION

The Corporation is organized exclusively for a religious purpose. The purpose of the Corporation, as an autonomous local gathering of the church of Jesus Christ, is to influence our community with the truth and grace of Jesus Christ. This will be accomplished by encouraging our members to grow in their relationship with Jesus Christ by understanding the Word of God, the People of God, and the Work of God, all for the Glory of God. We will exult our Savior through corporate worship and through personal obedience to Him in the believers’ lives; edify fellow believers through discipleship and equipping for ministry; evangelize our families, friends and neighbors; and extend the kingdom of God through planting churches.

ARTICLE III

TEACHING AND PREACHING MINISTRY

All teaching and preaching at CWF shall be grounded in and supported by the Bible and shall be consistent with our Bylaws, Constitution and our Statement of Faith.

ARTICLE IV

BOARD MEMBERSHIP 

The members of the Church Elders of CWF shall constitute the Board of Directors of the Corporation. Since all Elders constitute the Board of Directors, any Elder is eligible to sign legal documents pertaining to CWF and is not limited to officers that may have been elected by the Board of Elders. Legal documents include the purchase, sale, or encumbrance of any real property, as long as such documents have been affirmed by an affirmative vote of a 75% majority of the entire Church Elders.

ARTICLE V

CHURCH MEMBERSHIP
Section 5.1 Membership Criteria

Membership in CWF shall be open to all persons who confess Jesus Christ as personal Savior and Lord, and who have been baptized by immersion with an understanding that baptism is not attached to their confession as Jesus Christ as personal Savior and Lord. Beyond these two Biblical mandates, CWF will also require members to attend the Cornerstone Class. Membership in CWF shall not vest in any Member any proprietary rights in the Corporation but shall only entitle the Member to vote at meetings of the Members on those matters submitted to the church Membership by the Church Elders (see Section 5.9).

Section 5.2 Membership Class

The Membership Class shall be called The Cornerstone Class and shall be offered on an as-needed basis. Attendance in the Cornerstone Class and successful completion of the work outlined in the class is a mandatory requirement for Membership. During attendance of the class each attendee shall be given a copy of the Statement of Faith and the Bylaws, in addition to other such materials as shall be deemed necessary by the Pastoral Staff. At the conclusion of the class, each applicant shall give his or her testimony of faith in Christ as Lord and Savior to a Member who has been designated by the Pastoral Staff. Each applicant shall complete a Membership Form.

Section 5.3 Denial of Membership

If, upon review of a completed Membership Form or after meeting with a prospective Member, the delegated representatives of the Pastoral Staff determine that:

(1) The applicant does not confess Jesus Christ as Lord and Savior or 

(2) There is evidence of an ungodly lifestyle or 

(3) There is substantial disagreement with the Statement of Faith or Bylaws or 

(4) Any other reason deemed sufficient by the Pastoral Staff, or Elders, the application for Membership shall be denied.

Section 5.4 Acknowledgment of Members

Public acknowledgement as Members to CWF will not be mandatory.

Section 5.5 Discipline of Members

Members of CWF who shall err in doctrine or conduct shall be subject to discipline and/or dismissal according to Matthew 18:15-17, under the direction of the Church Elders.

Section 5.6 Removal from Register of Members

Pursuant to 7.4. B (3), the Secretary shall keep, or cause to be kept, a register of the Members of Carpenter’s Way. Every three years the church may conduct, by mail, a survey of the Membership to discover those who wish to continue participating as Members and to discover those who wish to be dropped from Membership. In addition to the mailing, reasonable effort shall be made to secure an accurate response. All Members will have a total of 30 days to respond to said letter by mail or email. A Member of CWF may be removed from the CWF’s register of Members under the following conditions:

(1) The Member’s death
(2) Discipline (See Section 5.5)
(3) A person’s own request to have himself or herself removed from the register.
(4) Transfer of affiliation
(5) A determination of non-participation according to practice or procedures established by the Pastoral Staff in conjunction with the Elders.

Section 5.7 Special Meetings

Special meetings of the Members of CWF may be called at any time by request of the Church Elders, or by written request, signed, dated, and delivered by at least fifty percent (50%) of the Members of CWF and delivered to the Secretary of the Elders.

Section 5.8 Annual Meetings

An Annual Meeting of the Members of CWF shall be held each year, in conjunction with the preparation of the annual budget for the following year.

Section 5.9 Voting Rights

Members of CWF whose names are recorded on the Church Membership register on the day of any meeting of Church Members shall be entitled to vote at each meeting on matters submitted to the Church Membership by the Church Elders. All voting shall be by ballot delivered to Church Members on the day voting will take place. 

Section 5.10 The calling of a Senior Pastor

The Senior Pastor candidate presented by the Church Elders shall be elected Senior Pastor in a two-step process.

(1) First, a majority of a 75% majority of the entire Church Elders must vote to affirm the calling of the Senior Pastor candidate.
(2) Second, if the Church Elders affirm this calling, then the Senior Pastor candidate shall be presented to the Members of CWF for their affirmation. Each Member of CWF shall cast one vote on a ballot to affirm the candidate as Senior Pastor. The Senior Pastor’s calling shall be affirmed by affirmative vote of a 75% majority of collected ballots from the voting Members.

ARTICLE VI

CHURCH ELDERS
 
Section 6.1 Rights and Responsibilities

Subject to limitations of the charter of the Corporation, these Bylaws and Constitution, spiritual and doctrinal oversight of the congregation, and all the activities and affairs of the Corporation shall be conducted by or under the direction of the Church Elders (Acts 20:28; I Peter 5:1-3). Without limitation of such general responsibilities, the Church Elders shall have the following responsibilities in addition to the other responsibilities provided in these Bylaws:

A. Conduct spiritual and doctrinal oversight of the congregation

This involves, but it is not limited to, teaching and caring for the congregation, refutation of error, and administration of discipline. They will oversee the entire ministry of the church including church administration.

B. Amend the Bylaws and Constitution of the Corporation 

The Church Elders have sole responsibility and authority to amend or adopt new Constitution or Bylaws, and may do so by affirmative vote of a 75% majority of the entire Church Elders. Whenever an amendment or new Bylaw is adopted, it shall be filed in the book of minutes with the original Bylaws. The congregation shall be informed of all changes to the Bylaws.

C. Amend the Statement of Faith 

The Church Elders have sole responsibility and authority to amend the Statement of Faith, and may do so by affirmative vote of a 75% majority of the entire Church Elders.

D. Settle disputes

In any impasse arising between a Member of CWF, its pastors or staff pertaining to any matters of spiritual teaching or practices, the dispute shall be resolved by the Church Elders. Dispute resolution of any other kind should be conducted according to Scriptural principles (see Matthew 18:15-17), beginning with the individuals involved in the dispute.

E. Affirm and present a candidate for Senior Pastor to the Members of CWF

The Senior Pastor candidate presented by the Church Elders shall be elected Senior Pastor in a process described in 9.9, A. of these Bylaws.

F. Approve individuals for licensure as ministers of the gospel

The Church Elders have responsibility and authority to: 

(1) Determine the qualifications and procedures for obtaining licensure for Christian ministry, 

(2) Affirm God’s call upon a person’s life, 

(3) To verify that the person meets the qualifications and standards of Carpenter’s Way for ministry, 

(4) To approve the person for ministerial service. and 

(5) To provide legal status in the exercise of that person’s ministry.

G. Authorize purchase, sale, or encumbrance of property 

The purchase, sale, or encumbrance of any real property shall be affirmed by affirmative vote of a 75% majority of the entire Church Elders. Any Member(s) of CWF may ask to meet with Church Elders concerning their decisions. If the Member is still not satisfied with Elder’s Decision then said member(s) can call for a Special Meeting in accordance with Section 5.7.

H. Selection, affirm and remove Elders in accordance with Section 6.3

I. Select, affirm and remove Deacons in accordance with 1 Timothy 3:8-13

J. Select, affirm and remove ministerial staff

Section 6.2 Number of Elders

The authorized number of Church Elders of the Corporation shall not be less than six (6) Church Elders. There may be as many Church Elders as are needed to fulfill the Purpose of the Corporation as stated in Article II of the Bylaws.

Section 6.3 Selection and Term of Office

A. Selection

The Church Elders will regularly review all the men in the body as to their potential qualification as Church Elders. The Church Elders will carefully review each potential candidate according to the qualifications of I Timothy and Titus (see Section 6.4.) and make the final selection(s) by an affirmative vote of a 75% majority of the entire Church Elders.  The name(s) of these Elders will then be presented to the congregation. There shall be a minimum two-week waiting period after their presentation; during this waiting period, any Church Member who believes that a candidate(s) is not qualified should make that belief known to a member of the Church Elders for consideration. If there is no scriptural opposition to the candidate’s assumption of office, the candidate shall be installed as a member of the Church Elders.

B. Term of Office
(1) The term of office for each Church Elder shall be three (3) years, provided he continues to meet the qualifications as stated in Section 6.4. He shall take a one-year hiatus from the Church Elders, after which he becomes eligible to again enter the selection process for service on the Church Elders subject to the terms of Section 6.3.A. No Elder shall succeed himself twice consecutively, except the Senior Pastor (see Section 6.3.B(3)). Any portion of any term shall be considered a full term.
(2) Terms of office among the members of the Church Elders shall be staggered at one-year intervals so that no more than one-third of the members of the Church Elders rotate out of service each year.

(3) The Senior Pastor is the sole member of the Church Elders who shall have an indefinite term.
(4) Elders shall be installed during the month of January of each year.

(5) Any Elder who resigns from the Church Elders midterm may be considered for reinstallation on the Church Elders under the terms of Sections 6.2 and 6.3.

C. Conflict of Interest

The only Elder who may receive remuneration from CWF is the Senior Pastor. Every other Elder is excluded from receiving significant remuneration from CWF. This exclusion includes, but is not limited to suppliers of goods and services to CWF, and workers in ministries supported by CWF. No Elder employed by, or otherwise receiving remuneration from any other Elder may himself serve on the Church Elders. Cases of apparent conflict of interest not obviously excluded in this subsection shall be investigated carefully by the Church Elders, and adjudicated by a 75% majority of a quorum of the Church Elders.

Section 6.4 Qualifications

Each member of the Church Elders must be male, an active Member of Carpenter’s Way Fellowship, and meet the qualifications described in I Timothy 3:1-7 and Titus 1:6-9. The qualifications described in Timothy and Titus include being above reproach; being the husband of one wife (married to one wife at a time); being temperate, self-controlled, respectable, and hospitable; being able to teach; being not given to drunkenness; being gentle and self-controlled; being teachable, or willing to learn; being free from the love of money; being a mature believer in Jesus Christ; being well-regarded outside the Church; being able to manage his household well; and having children who are themselves believers. New Elder candidates must serve for at least one year as a Deacon before being considered as Elders.

Section 6.5 Removal of Elders

Any Elder may be removed from office if he becomes physically incapacitated or otherwise disqualified in view of the criteria set forth in Section 6.4 or if his inability to serve is otherwise established in the judgment of the Church Elders. Such removal can only be affected by an affirmative vote of a 75% majority of the entire Church Elders, except the Elder(s) being considered for removal.

Section 6.6 Meetings

A. Definition of Quorum 

A quorum of the Church Elders shall consist of two-thirds of the standing members of the Church Elders. No meeting of the Church Elders shall transact official business as per Section 6.1 in the absence of a quorum.

B. Place of Meetings

Any meeting of the Church Elders, whether regular or special or any adjournment thereof, may be held at any place within or without the State of Texas specified by the Chairman of the Church Elders.

C. Regular Quarterly Meetings 

Regular meetings of the Church Elders shall be held.

D. Attendance

Meetings of the Church Elders will be open to Members of CWF at the discretion of the Church Elders.

ARTICLE VII

CORPORATE OFFICERS

Section 7.1 Officers

The officers of the Corporation shall be a Chairman, a Secretary and a Treasurer. The Corporation may also have such other officers as the Church Elders may deem necessary.

Section 7.2 Selection and Term of Office

A. Gifting

Each officer shall be gifted in accordance with the responsibilities pertinent to his office, as described in Section 7.4.

B. Qualifications 

The officers of the Corporation shall be chosen from among the standing members of the Church Elders. The officers shall be elected by the Church Elders. The Senior Pastor is not eligible to be an officer of the Corporation. Except such officers as may be appointed to fill vacancies in accordance with the provisions of Section 7.2.E, they shall be chosen annually by affirmative vote of a 75% majority of a quorum of the Church Elders, and shall serve at the pleasure of the Church Elders.

C. Term of Office

Each officer shall hold his office for a term of one year. An officer may succeed himself.

D. Removal and Resignation

Any officer may be removed with cause by affirmative vote of a 75% majority of a quorum of the Church Elders at any regular or special meeting of the Church Elders. Any officer may resign at any time without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party, by giving written notice to the Church Elders or to the Chairman or Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein.

E. Vacancies

Any vacancy in any office due to the death, disability, resignation, discontinuation of Church membership, expiration of term as an Elder, or removal of the officer shall be filled by appointment of the Church Elders at its next meeting. Members of the Church Elders shall submit nominees for consideration by the Church Elders. Any successor so appointed shall serve the remaining term for the officer he or she replaces, or in the case of the replacement for an officer whose term has expired, shall enter a one-year term.

Section 7.3 Inability to Act

In the case of absence or inability to act on the part of any officer(s), the Church Elders may from time to time delegate the powers or duties of such officer to any other officer or other person whom the Church Elders may select.

Section 7.4 Officers of the Corporation

A. Chairman
(1) The Chairman, subject to the control of the Church Elders, shall have ultimate responsibility to provide, or cause to be provided, general supervision, direction, and control of the activities and officers of the Corporation.  The Chairman shall be considered the President in the event a law or regulation requires the corporation include the officer position of “President.”

(2) The Chairman, or his designee shall preside at all regular and special meetings of the Members of CWF (see Section 5.7) and of the Church Elders (see Section 6.6).

B. Secretary
(1) The Secretary shall cause to be kept a book of minutes at the principal office of the Corporation, of all meetings of the Church Elders and all regular and special meetings of the Members. Such minutes shall contain, but shall not be limited to, the time and place of the meeting, whether the meeting was regular or special, the names of those Church Elders present at and absent from the meeting, a complete and accurate numerical voting record pertaining to the meeting, whether the meeting is of the Church Elders or of Members, and a detailed record of the proceedings thereof.

(2) The Secretary shall also cause to be kept at the principal office of the Corporation a current record of the names of the members of the Church Elders, and the Officers of the Corporation, and their terms of office.

(3) The Secretary shall also cause to be kept at the principal office of the Corporation a copy of the Corporation’s Constitution, Statement of Faith and Bylaws, as amended to date, and a Church Membership register, or a duplicate thereof, showing the names of the Members of CWF and their addresses.

(4) The Secretary shall cause to be given notice of all meetings of the Church Elders and any teams thereof, and all meetings of the Members, required by these Bylaws or by law to be given.

C. Treasurer
(1) The Treasurer shall cause to be kept and maintained adequate and correct accounts of the financial transactions of the Corporation.

(2) The Treasurer shall cause to be deposited all money and other valuables in the name and to the credit of the Corporation with such depositories as ordered by the Church Elders, and shall render to the Church Elders, whenever they request it, an account of all records pertaining to the financial condition of the Corporation.

(3) The Treasurer shall cause to be implemented internal fiduciary controls sufficient to protect the assets of the Corporation.

D. Inspection Rights

Any officer or his designee shall have the absolute right at any reasonable time to inspect all books and records pertinent to the administration and operations of CWF. He shall also have the absolute right at any reasonable time to inspect the physical properties of CWF.

ARTICLE VIII

SENIOR PASTOR (Lead Pastor)

Section 8.1 Qualifications

The Senior Pastor shall be a male, and a gifted leader, teacher and shepherd. He shall be in agreement with CWF’s philosophy of ministry and Statement of Faith and shall meet the qualifications of an Elder as stated in Section 6.4.

Section 8.2 Election

The Senior Pastor candidate presented by the Church Elders shall be elected Senior Pastor in a process described in 5.9, A., 2.

Section 8.3 Duties

The Senior Pastor shall be a member of the Church Elders. The duties of the Senior Pastor shall be prescribed by the Church Elders.

Section 8.4 Evaluation

The Senior Pastor shall be evaluated once every two (2) years, by the Church Elders.

ARTICLE IX

OTHER PROVISIONS

Section 9.1 Contracts

The Church Elders except as otherwise provided in these Bylaws, approves policy governing how its officer, agent, or agents enters into any contract or executes any instrument in the name of and on behalf of the Corporation. No officer, agent or employee shall have any power or authority to bind the Corporation by any contract, or to pledge its credit, or to render it liable for any purpose or to any amount.

Section 9.2 Share of Other Corporations

The Chairman or any other officer or officers authorized by the Church Elders are each authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer.

Section 9.3 Receipt, Investment and Disbursement of Funds

The Corporation shall receive all money and other property transferred to it for the purposes for which the Corporation was formed as set forth in Article II of these Bylaws. The Corporation shall hold, manage, and disburse any funds or properties received by it from any source in a manner that is consistent with such purposes. All such gifts shall be acknowledged in writing. The disposition and/or use of real property and personal property with an estimated value over $10,000 gifted to the corporation shall be determined by majority vote of the Church Elders.

Section 9.4 Corporate Records 

The Corporation shall maintain adequate and correct accounts, books and records of its business and properties.

ARTICLE X

DISSOLUTION

Upon dissolution of this Corporation, the Church Elders shall cause the assets herein to be distributed to another corporation(s) with purposes similar to that identified in Article II of these Bylaws and consistent with the Articles of Incorporation.