ARTICLE I: NAME OF CORPORATION AND LOCATION OF OFFICES
The name of the Corporation is Carpenter’s Way Fellowship of Port Neches, Texas, Inc. (“CWF” or “Carpenter’s Way”) It is a not-for-profit corporation with its principal offices in Port Neches, 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; to edify fellow believers through discipleship and equipping for ministry; to evangelize our families, friends and neighbors; and to 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 Doctrinal Statement (What We Believe).
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 seventy-five percent (75%) majority of the church Elders.
ARTICLE V: CHURCH MEMBERSHIP
Section 1. Membership
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 9 of this article).
Section 2. Membership
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 mandatory requirement for Membership. During attendance of the class each attendee shall be given a copy of the doctrinal statement 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 3. Denial of Membership
If, upon review of an application for Membership or after meeting with a prospective Member, the delegated representatives of the Pastoral Staff determine that (a) the applicant does not confess Jesus Christ as Lord and Savior or that (b) there is evidence of an ungodly lifestyle or that (c) there is substantial disagreement with the doctrinal statement or ministry philosophy or (d) any other reason deemed sufficient by the Pastoral Staff, or Elders, the application for Membership shall be denied.
Section 4. Acknowledgment of Members
Publicly acknowledgement as Members to CWF will not be mandatory.
Section 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 18:15-18, under the direction of the Church Elders..
Section 6. Removal from Register of Members
Pursuant to VII, 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 shall 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, every reasonable effort shall be made to secure an accurate response. All Cornerstone 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 V, 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 policy established by the Pastoral Staff in conjunction with the Elders.
Section 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 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 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. The church Members shall be asked to vote on the following:
A. The calling of a Senior Pastor. The senior pastor candidate presented by theChurch Elders shall be elected Senior Pastor in a two-step process.
(1) First, a majority of seventy-five percent (75%) of 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 seventy-five percent (75%) majority of collected ballots from the voting Members.
ARTICLE VI: CHURCH ELDERS
Section 1. Rights and Responsibilities
Subject to limitations of the charter of the Corporation and these Bylaws, 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 5:2-3). 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. To 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. (Acts 20:28; I Peter 5:2-3). They will oversee the entire ministry of the church including church administration.
B. To amend the bylaws of the Corporation. The Church Elders have sole responsibility and authority to amend or adopt new 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.
D. To amend the doctrinal statement. The Church Elders have sole responsibility and authority to amend the doctrinal statement, and may do so by affirmative vote of a 80% majority of the entire Church Elders.
E. To 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 Mt. 18), beginning with the individuals involved in the dispute.
F. To 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 V, 9, A. of these bylaws, and in Appendix 1, Matrix: Item 2: Senior Pastor: How is he hired?
G. To 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 Fellowship church for ministry; (4) to approve the person for ministerial service; and (5) to provide legal status in the exercise of that person’s ministry.
H. The purchase, sale, or encumbrance of any real property, which shall be affirmed by affirmative vote of a seventy-five percent (75%) majority of the church Elders. Any Cornerstone Member(s) of CWF may ask to meet with Church Elders concerning their decisions. If Cornerstone Member is still not satisfied with Elder’s Decision then said member(s) can put into action Article V, (Church Membership), Section 7; Special Meeting.
Section 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 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 shall also provide for suggestions from the congregation for the position of Church Elders. The Church Elders will carefully review each potential candidate according to the qualifications of I Timothy and Titus (see VI, 4. below) and make the final selection(s) by an affirmative vote of 80% 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, anyone who believes that a candidate(s) is not qualified should make that belief known to a member of the Church Elders, which Member shall be responsible to bring the particular issue of disqualification to closure with the Church Elders. There being 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 VI, 4. He shall take a one year hiatus from the Church Elders, after which he becomes eligible to enter again the selection process for service on the Church Elders subject to the terms of VI, 3., A. above. No Elder shall succeed himself twice, except the Senior Pastor (see VI, 3., B., (3) below). 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) Each Elder except the Senior Pastor (see IX, 4. below) shall undergo a review process, which shall include evaluation by the other Elders every three (3) years, prior to the completion of his present term. Elders shall be installed during the month of January of each year.
(5) Any Elder who resigns from the Church Elders midterm, for whatever reason, may be considered for reinstallation on the Church Elders under the terms of Sections 2 and 3 of this article.
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.
Section 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 (One wife being defined as being 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.
Section 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 4 of this article 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 80% of the entire Church Elders, except the Elder(s) being considered for removal.
Section 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 1 of this article 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 at Elder Meetings: Meetings of the Church Elders will be open to Members of CWF at the discretion of the Church Elders.
ARTICLE VII: CORPORATE OFFICERS
Section 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 The Church Elders may deem necessary.
Section 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 4 of this article.
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 Subsection E of this section, they shall be chosen annually by affirmative vote of 80% 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 80% 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, expiration of term, 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 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 4. Officers of the Corporation
A. The 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.
(2)He shall preside at all regular and special meetings of the Members of CWF (see V, 7 & and of the Church Elders(see VI, 6).
(3) He or his designee shall have the absolute right at any reasonable time to inspect all books and records of every kind and the physical properties of the Corporation.
B. The 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 charter 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.
(5) In the absence or disability of the Chairman, the Treasurer shall perform the duties of the Chairman (see VII, 4, C, (5)), In the absence or disability of the Treasurer to perform the duties of the absent or disabled Chairman, the Secretary shall perform the duties of the Chairman, and when so acting shall have the powers of, and be subject to, all the restrictions upon, the Chairman.
C. The 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.
(4) In the absence or disability of the Chairman, the Treasurer shall perform the duties of the Chairman, and when so acting shall have the powers of, and be subject to all the restrictions upon, the Chairman.
(5) The Treasurer shall have the absolute right at any reasonable time to inspect all books and records of any kind 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 1. Qualifications
The Senior Pastor shall be a man, and a gifted leader, teacher and shepherd. He shall be in agreement with CWF’S philosophy of ministry and doctrinal statement and shall meet the qualifications of an Elder as stated in Article VI, Section 4.
Section 2. Election
The senior pastor candidate presented by the Church Elders shall be elected Senior Pastor in a process described in V, 9, A., and Appendix 1, Matrix: Item 2: Senior Pastor: How is he hired?
Section 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 4. Evaluation
The Senior Pastor shall be evaluated once every two (2) years, by the Church Elders.
ARTICLE IX: OTHER PROVISIONS
Section 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 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 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 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. 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.
Section 4. Corporate Records; Inspection Rights
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.
A Biblical Model of Church Leadership
Throughout the New Testament, principles of church leadership point to a central theme: plurality. The church is to be led by a plurality of godly leaders. By relying on consensual agreement of godly Elders selected from the congregation, the church creates a healthy checks-and-balances of leadership direction, financial accountability, spiritual guidance, and ministry implementation.
Carpenter’s Way implements these biblical principles in its leadership structure. A strategy of biblically based policies and guidelines within its Church Elders and ministry leaders guides ministry decisions and ensure that a healthy, God-honoring implementation of leadership and pastoral care is carried out. We look to the future with confidence, thanks to the servant leadership this team of seasoned Christ followers provides.
Policy Governance: Optimizing Elder Direction and Staff Leadership
Carpenter’s Way Elders provide spiritual oversight, direction, and leadership for the overall church, entrusting the implementation of that direction to ministry leaders and staff, under the leadership of Lead Pastor, Pat Cammarata. Senior staff leadership is held accountable for fulfilling the Church Elders direction. This system of organizational leadership, known as Policy Governance, allows the Church Elders to focus their gifts and time on their biblical mandate to lead and shepherd the church, while allowing ministry leaders (staff) the opportunity to maximize their gifts and talents as they lead their ministries and make practical decisions on how to implement and carry out the direction provided by the Elders.
How are Elders selected?
The Church Elders, who serve as representatives of the church, are suggested by the congregation to the Church Elders, Each candidate undergos a prayerful screening, interview, and approval process by those serving as Church Elders. Approved candidates are then presented to Carpenter’s Way participating members, who have a 30-day opportunity to express any concerns directly to a nominated Elder candidate, utilizing the principles for conflict resolution that Jesus taught in Matthew 18. Once approved by the Church Elders, Elders serve a three-year term. Elders are not paid staff; they serve as volunteers. The completed Church Elders consists of no less than 6 Elders which includes the Lead Pastor (Pat Cammarata) who provides a key link between the Church Elders and the staff. Each member of the Church Elders has equal voice to the system of consensual agreement on the team.
What do the Church Elders do?
The tasks and responsibilities of the Church Elders vary greatly and require discernment as the strives to keep the church on its biblical course. The Church Elders tackle key issues facing the church. These include:
- Determining the overall vision and future direction of the church.
- Creating policies to define clearly church values and biblical operating procedures.
- Ensuring the church’s teachings and practices reflect accurate biblical theology.
- Providing avenues for pastoral care, conflict resolution, discipline, and restoration.
- Providing direction on financial or risk-management issues.
- Providing accountability to the Lead Pastor, to ensure the vision and values determined by the Church Elders are being carried out.