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CONSTITUTION

AND BYLAWS

PROPOSED NOVEMBER 2016

VRBC CONSTITUTION & BYLAWS PAGE 2

VALLEY RANCH BAPTIST CHURCH CONSTITUTION & BYLAWS

PREAMBLE

Whereas, the Almighty God, by His Holy Spirit, called certain servants to unite in 1987 in

Irving, Texas, under the name Valley Ranch Baptist Church, for the worship of God and the

spread of the gospel of Jesus Christ;

Whereas we, the Members of Valley Ranch Baptist Church (sometimes referred to herein as the

“Church Body,” “Church Members,” “Member” or the “Membership”), having prayerfully

studied the Holy Scriptures under the guidance of the Holy Spirit, have recognized the need to

enact this Constitution and Bylaws (collectively referred to herein as “Bylaws”) for the orderly

conduct of the affairs of this Church in accordance with God’s will;

Now, therefore, we, the Members of Valley Ranch Baptist Church, do hereby adopt these

Bylaws as our articles of governance, to be interpreted at all times to reflect the character of and

bring glory to Jesus Christ, as revealed in the Holy Bible and articulated in standards set forth

below in Article II and Article III.

Article I NAME

This church shall be known as Valley Ranch Baptist Church (sometimes referred to herein as

“Church” or “VRBC”).

Article II CHURCH MISSION AND VALUES

Section A. Mission.

The mission of Valley Ranch Baptist Church is: Inviting diverse and disconnected people to

passionately follow Jesus together.

Section B. Values.

VRBC has established the following values that guide our decisions and reveal our strengths:

By God’s grace we strive to be …

• Biblically Rooted

… shaped and directed by God’s word

• Story Tellers

… celebrating God’s work in our lives

• Under Construction

… more like Jesus every day

• Hilariously Generous

… serving and giving with joy

• Happily Third,

… God first, and others second

• Different Together,

… unique, yet one


Article III AUTHORITY, DOCTRINE AND COVENANT

Section A. Authority.

The authority of this Church is found in the Lordship of Jesus Christ, and is vested in its

Members. Every Member has a voice in affirming the Church’s mission and values and its

leaders.

This Church is subject to the control of no ecclesiastical body, but recognizes and sustains the

obligation of mutual counsel and cooperation with other churches and organizations, including

the Baptist General Convention of Texas, the Cooperative Baptist Fellowship, the Dallas Baptist

Association and the Southern Baptist Convention.

Section B. Doctrine.

The doctrine of this Church is defined by the Holy Bible under the guidance of the Holy Spirit.

In implementation of that doctrine and as a unifying statement of this Church’s common faith

and practice, this Church affirms, unless otherwise noted in an official church communication,

the Baptist Faith and Message statement, as adopted by the Southern Baptist Convention in 1963.

The 1963 Baptist Faith and Message statement shall be available for review in the offices of this

Church during the normal and customary business hours of this Church.

Section C. Covenant.

We, the Members of Valley Ranch Baptist Church, believe the Holy Spirit has led us to receive

Jesus Christ as our Lord and Savior. On the profession of our faith, having been baptized in the

name of the Father, and of the Son, and of the Holy Spirit, we most solemnly and joyfully enter

into covenant with one another as one Church Body in Christ. In the presence of God and by the

aid of the Holy Spirit, we pledge to maintain these four marks of our individual faithfulness to

God and to one another:

• Worship God corporately and individually.

• Grow to be more like Jesus.

• Serve others by giving of our time and resources.

• Invite others into our lives to share the grace and love of Jesus.

Article IV CHURCH ORGANIZATION

Section A. General.

The Church Body reserves the exclusive right to determine the specific organizational structure

that will best implement the Church's mission and values. The Church may change its

organizational pattern whenever a more efficient and effective structure is needed by revision to

these Bylaws in accordance with Article IX.

Section B. Senior Pastor.

The Senior Pastor, as Christ’s under-shepherd of the Church, is responsible to God for leading

and equipping the body to function as a New Testament church. The Senior Pastor will shepherd


the church through preaching, vision casting and strategic leadership. The Senior Pastor will

partner with the Church Council and work with the Executive Pastor to determine and implement

the overall strategy and direction of the Church. The Senior Pastor will mentor the ministerial

staff and lead the way in the area of pastoral care for the body. The Senior Pastor is to carry out

the call of God to shepherd the flock. The Bylaws contained herein are intended to create a

structure to assist the Senior Pastor and congregation in carrying out the mission of the Church.

The Church Council, with the exception of the Senior Pastor, shall be responsible for the Senior

Pastor’s annual performance evaluation and compensation approval, to be administered by the

Church Council Chairperson. Each year, the Finance/Human Resource Committee shall be

responsible for recommending to the Church Council the amount of compensation to be provided

to the Senior Pastor.

The Senior Pastor may be terminated based on unacceptable performance of duties or in response

to a confirmed act (based on the Church Council’s review of available facts) of moral turpitude.

A recommendation to terminate the Senior Pastor must be made based on no less than a

combined majority vote of Church Council members and the Deacon Chair. Such

recommendation shall be presented to the Church for a vote at a meeting of Church Members

called in accordance with Article V, Section B. The Church Council may place the Senior Pastor

on indefinite leave, pending a Church vote. The decision on termination will be made at a

meeting of Church Members called in accordance with Article V, Section B, and must be made

by an affirmative vote by written ballot of no less than two-thirds of those Church Members

present and voting at the meeting.

In the case of a Senior Pastoral vacancy or impending vacancy, the Church Council shall direct

the Ministry Placement Team to administer the selection process of a Senior Pastor Search

Committee. The Senior Pastor Search Committee shall be composed of nine Members elected by

the Church Membership. Five of the members shall be nominated by the Ministry Placement

Team and four shall be nominated by the Church Council to ensure membership representative

of the Church Body. No two Immediate Family Members may serve on the same Senior Pastor

Search Committee.

The Senior Pastor Search Committee shall select a Chair and determine its own internal

responsibilities and assignments. The Committee's purpose is to seek and recommend a new

Senior Pastor to the Church Council—and subsequently to the Church—while coordinating with

the Church Council or, as designated by the Church Council, the Finance/Human Resource

Committee, about the parameters of any offer to such Senior Pastor candidates. Election of the

recommended Senior Pastor shall be by written ballot vote at a meeting of Church Members

called in accordance with Article V, Section B. An affirmative vote of no less than three-fourths

of those Members present at such meeting shall be necessary to issue a call to a new Senior

Pastor.

During the period between Senior Pastors, the Church Council shall be responsible for

designating preachers for regular worship services. The Church Council may, in its discretion,

utilize this interim period as an opportunity for recommending to the Church whether a period of

self-evaluation may be useful in updating beliefs, long-range plans, and the Church’s mission,

Constitution and Bylaws prior to the start of the Senior Pastor search process. Also during this

period, the Church Council shall be responsible for recommending to the Church an interim

Senior Pastor, if deemed appropriate or necessary. Any such recommendation shall be made at a


meeting of Church Members called in accordance with Article V, Section B. An affirmative

ballot vote of no less than three-fourths of those Members present at such meeting shall be

necessary to call an interim Senior Pastor.

Section C. Executive Pastor.

The Executive Pastor will report to the Church Council on matters related to the implementation

of the mission and values of the Church and appropriate staff oversight. The Executive Pastor

will report to the Senior Pastor on all other matters.

The Executive Pastor is responsible for leading, managing and caring for VRBC staff and for

overseeing the development and strategies of all VRBC ministries to fulfill the mission and

values of the Church. The Executive Pastor’s responsibilities include overseeing and managing

all of the business, financial, human resources, and day-to-day operations of VRBC. The

Executive Pastor also is responsible for analyzing the effectiveness of all functional areas of the

Church through a set of key objective/measurable performance benchmarks and for regularly

reporting the findings of the analysis to the Senior Pastor and the Church Council.

Section D. Church Staff.

The Church shall call and employ such ministerial and non-ministerial employees as the Church

shall need to fulfill its mission, values and ministries.

It is the job of the ministerial and non-ministerial employees, whether full- or part-time, to

support the Senior Pastor in fulfilling the mission and values of the Church. The Church Staff

accomplishes this goal through personal spiritual preparation and prayer; leading various

ministry, mission and worship initiatives; working with committees and lay leadership bodies to

fulfill defined objectives; providing stewardship of the available Church resources; and caring

for the needs of the Church Body. In addition, the Church Staff will build relationships within

the Church and community and collaborate as a team to fulfill the mission and values of the

Church.

1. Ministerial Staff.

Recommendation for the creation, modification or deletion of any full-time (more than 30 hours

a week) ministerial staff positions shall be made to the Church by the Church Council in

consultation with the Finance/Human Resource Committee and the Executive Pastor. All full-

time prospective ministerial employees shall be recommended to the Church by Church Council

directly or through the Finance/Human Resource Committee, as its designee. Ratification of any

proposed action of the Church Council for full-time ministerial staff shall be by ballot vote at a

meeting of Church Members called in accordance with Article V, Section B. An affirmative

ballot vote of no less than three-fourths of those Members present at such meeting shall be

necessary to adopt the Church Council’s full-time ministerial position recommendation(s) or to

issue a call to a new full-time ministerial employee.

The Executive Pastor, or other person so designated by Church Council if the Executive Pastor

position is vacant, in consultation with the Finance/Human Resource Committee, may create,

modify or delete any part-time or seasonal (up to 29 hours a week or less) ministerial employee

position as it deems such action to be consistent with the best interests of the Church. The


Church Council, either directly or through its designee the Finance/Human Resource Committee,

may employ persons to fill part-time or seasonal (up to 29 hours a week or less) ministerial

employee positions as it deems to be in the best interest of the Church.

The Church Council, in consultation with the Finance/Human Resource Committee, may

terminate the employment of any ministerial employee, other than the Senior Pastor, for

unacceptable performance of duties or upon the confirmed act (based on the Church Council’s

review of available facts) of moral turpitude. In the event an issue that requires immediate action

relating to one or more members of the ministerial staff occurs, the Senior Pastor, in consultation

with the Executive Pastor, the Chair of the Church Council, and the Chair of the Finance/Human

Resource Committee, shall take reasonable action necessary to resolve the matter and shall

promptly thereafter notify the other members of the Church Council and Finance/Human

Resource Committee of the decision made in order to address the urgent situation.

2. Non-Ministerial Staff.

The Executive Pastor, or other person so designated by the Church Council if the Executive

Pastor position is vacant, in consultation with the Finance/Human Resource Committee, may

create, modify or delete any non-ministerial employee position as it deems such action to be

consistent with the best interests of the Church. The Executive Pastor, in consultation with the

Finance/Human Resource Committee, may employ persons to fill non-ministerial employee

positions as it deems to be in the best interests of the Church.

The Executive Pastor, in consultation with the Finance/Human Resource Committee Chair, may

terminate the employment of a non-ministerial employee for unacceptable performance of duties

or upon the confirmed commission (based on the Executive Pastor’s review of available facts) of

an act of moral turpitude. In the event an issue that requires immediate action relating to one or

more members of the non-ministerial staff occurs, the Senior Pastor, in consultation with the

Executive Pastor or an Associate Pastor to whom administrative duties have been delegated, and

the Chair of the Finance/Human Resource Committee, shall take reasonable action necessary to

resolve the matter and shall promptly thereafter notify the Church Council and the other

members of the Finance/Human Resource Committee of the decision made in order to address

the urgent situation.

In the event of a vacancy of a non-ministerial employee position then in existence, the Executive

Pastor, or the Senior Pastor in the absence of an Executive Pastor, or the Senior Pastor’s

designee, in consultation with the Finance/Human Resource Committee, shall have authority to

fill the vacant position.

Section E. Church Council.

1. Role of the Church Council.

The role of the Church Council is to assess and shape strategic and long-term direction of the

Church, evaluate Church doctrine, provide all necessary guidance to the Senior Pastor as to the

strategic direction of the Church, and to protect Church unity. The Church Council shall meet

regularly, with members expected to participate in no less than 75% of the meetings. Following

the annual reconstitution of the Church Council (which shall occur after the election of the at-

large members), the members present at the first meeting thereof shall elevate the person that


served as Vice Chair during the immediately preceding term to the role of Chair and shall

nominate and elect a Vice Chair from the remaining Church Council members. If the Vice Chair

is unable or unwilling to serve as Chair, the members will nominate and elect a Chair and Vice

Chair. The election of Chair and Vice Chair, as might be required from year to year, shall be

done by a majority vote of the Church Council.

2. Responsibilities of the Church Council.

The responsibilities of the Church Council shall include the following:

a. Pray over and protect Church unity, taking into consideration feedback

from the Members of the Church and Church staff.

1. Guide Church staff in dealing with issues of unity as they arise.

2. Take action when appropriate in discussing issues of unity with

Church Members.

b. Assess and shape the strategic and spiritual direction of the Church by

reviewing and determining ministry goals and objectives.

1. Provide the Senior Pastor and other Ministerial Staff with adequate

guidance as to the strategic direction determined by the Church

Council for the Church.

2. Consult regularly with the Senior Pastor, Ministerial Staff and all

relevant Standing Committees to ensure that adequate means exist

to achieve the strategic direction and overall goals as determined

by the Church Council.

3. Delegate responsibility for agreed-upon objectives to the Standing

Committees, Ministry Support Teams or any designated special-

purpose working group.

4. Perform an ongoing evaluation of the ministry goals and objectives

to assess whether the goals and objectives have been completed

satisfactorily or should be modified as might be deemed

appropriate.

c. Receive periodic reports from the Senior Pastor regarding his evaluation

and implementation of Church doctrine and consult with him as might be

deemed necessary.

d. Receive periodic reports from the Executive Pastor regarding the

implementation of the mission and values of the Church and appropriate

staff oversight.

e. Monitor ongoing administrative functions of the Church to ensure they

remain consistent with and supportive of the Church’s strategic direction.


1. Assess current and projected major administrative objectives.

2. Assess Church policies and the practices of Church employees

outside of those specifically enumerated in these Bylaws.

3. Nominate Church Members to the Ministry Placement Team as

needed.

4. Present an annual report to Church Members at the Annual

Meeting.

3. Composition of the Church Council.

The Church Council shall be composed of seven voting members: six at-large Church Members

who meet all eligibility requirements; and the Senior Pastor. The Executive Pastor will serve as a

recurring Ex-Officio (non-voting) member of Church Council. The Church Staff will attend

Church Council meetings on an ad hoc basis at the discretion of the Church Council Chair in

consultation with the Senior Pastor and Executive Pastor.

Church Council members chosen by the Church Body should be Christian servants and role

models with exhibited spiritual gifts that lend to, among others, leadership and wise stewardship.

Guidelines for the qualifications for Church Council are based primarily on Acts 6:1-6 and I

Timothy 3. The scriptures are interpreted in light of the total message of the Bible; accordingly,

Members are eligible for service regardless of gender or marital status. In addition to scriptural

guidance, at-large Church Council members should, among other appropriate qualifications:

a. Have been a VRBC Member for at least the two consecutive preceding years;

b. Be at least 21 years of age;

c. Possess the spiritual giftedness of leadership or proven servant leadership

experience;

d. Evidence spiritual maturity, wisdom, Christian character, and a moral and ethical

lifestyle;

e. Have a good reputation and be respected in the Church and community;

f. Be sound in doctrine, having genuine faith in Jesus Christ, which is nurtured by

Bible study, prayer and worship;

g. Demonstrate a history of willingness to serve in needed areas of the Church;

h. Be faithful to and responsible in family life, creating a home environment where

Jesus is Lord;

i. Be supportive of the Senior Pastor and the Church Staff as well as the strategic

areas of the Church evidenced by active involvement in its strategic initiatives –


Worship, Grow, Serve and Invite;

j. Affirm responsible stewardship of possessions, giving at least a tithe through

VRBC;

k. Be willing and able to commit to active membership on the Church Council and

to fully participate in all aspects of the role, including attendance of at least 75%

of Church Council meetings over the course of a calendar year.

Due to the time commitment necessary to fulfill a Church Council member’s responsibilities

faithfully, at-large Church Council members shall not serve on any Standing Committee or on

the Deacon Leadership Team. In addition, to avoid any conflicts of interest, no member of the

Church staff or an immediate family member of a full-time Ministerial Staff member (other than

the Senior Pastor, as a member, or the Executive Pastor, as an Ex-Officio member) or a spouse or

immediate family member of a Church Council member is eligible to be elected to serve on

Church Council. If a Church Council member is hired by the Church, the Church Council

member must resign from the Church Council at the time the member accepts the position of

employment with the Church. The term “immediate family member” is defined to include a

spouse, son, daughter, mother, father, sister or brother. If a member of Church Council,

nonetheless, has a familial relationship with a member of Church Staff outside of those included

within the definition of immediate family member, the affected Church Council member shall be

recused from any discussion or vote that has a direct effect on the interests of their family

member employed on Church Staff.

4. Selection and Administration.

Each Church Council member shall be elected to serve for a term of three consecutive years and

shall be required to re-commit to service each year of the term. The service year for a Church

Council member shall extend from January 1 of each year through December 31 of the same

year. The terms of the Church Council members shall be staggered so that the terms of two

members expire each calendar year. A Church Council member shall not be eligible for

nomination to the Church Council for at least one year after the member’s preceding term

expires. A replacement at-large Church Council member shall serve the remaining term of the at-

large Church Council member he/she replaced, but shall still not be eligible for nomination for a

full term for at least one year after that member’s partial term has concluded.

a. Creation of Leadership Candidates Group – In order for the Church Members to

be able to nominate and elect their fellow members to the Church Council, a

Leadership Candidates Group will be maintained reflecting those individuals who

have demonstrated a willingness and ability to participate at the highest level of

Church leadership. In addition to meeting the requirements for nomination and

election to the Church Council, inclusion in the Leadership Candidates Group

should reflect the following qualities and characteristics:

1. Demonstrate a genuine interest and involvement via regular attendance in

VRBC education and training events; and

2. Demonstrate a genuine interest and involvement in the strategic initiatives

of the Church as described in these Bylaws.


b. Process of Selecting Church Council Members — All persons ultimately ratified

to membership on the Church Council will participate in the following process:

1. All Church Council candidates, before being placed on the ballot for

ratification to same, must first be placed into the Leadership Candidates

Group by nomination by the Church Council, Deacons, Grow Group

leadership, ministerial staff or by self-nomination;

2. Annually the Church Council will develop a set of criteria, provided two

months in advance of the Church vote, to be used by the Ministry

Placement Team in reviewing the Leadership Candidates Group and

narrowing the pool of candidates. The Ministry Placement Team and the

Church Council will jointly review this pool to select two nominees to be

approved by the Church Council.

3. The Church Council will present the final two candidates to the Church

Body for approval;

4. A positive vote of at least 75% of the Members present at the meeting of

Church Members, called in accordance with Article V, Section B, will be

required to affirm each candidate’s ratification to the Church Council. If

the required number of votes is not received for any one or more of the

submitted candidates, the process will start over as to the requisite number

of additional candidate or candidates.

c. Removal of Church Council Members – A member of the Church Council can be

removed if a condition or disability renders the member incapable of fulfilling the

role in a meaningful way or if the member commits a confirmed act (based on the

Church Council’s review of available facts) of moral turpitude. The removal

request can be submitted to the Church Council Chair or Chair-Elect by any

concerned Church Member. The removal must be approved by no less than a

combined majority vote of the remaining Church Council members and the

Deacon Chair.

d. In the event of a vacancy created by removal or resignation, the process described

above shall be used to present a candidate to the Church for approval to fill the

remaining term.

Section F. Deacons.

Deacons are Christian servants who are commissioned by the Church to nurture and care for the

Church Body.

1. Role of Deacons.

Deacons shall serve in all humility to: pray, nurture, and care for Members and attenders of the

Church; provide guidance and direction to the prayer ministry of the Church; lead in the

ordinances of Baptism and Communion in support of Church Staff; administer the Benevolence


ministry of the Church; maintain the unity and integrity of the Church; and assist, in consultation

with Church Staff, with conflict resolution where appropriate as further described in Article VI,

Section G. The Deacons shall serve as a nominating committee for new Deacons as they seek to

be attentive to those members whom they believe would be a good fit for the Deacon role.

2. Qualifications for Deacons.

Deacons chosen by the Church Body should be Christian servants and role models who exhibit

spiritual gifts such as shepherding, care, and mercy. Guidelines for Deacons are based primarily

on Acts 6:1-6 and I Timothy 3:8-13. The scriptures are interpreted in light of the total message

of the Bible; accordingly, Members are eligible for service regardless of gender or marital status.

In addition to the scriptural guidance, Deacons, among other appropriate qualifications, should:

a. Have been a Member of VRBC for not less than one year;

b. Be an active participant in a VRBC Grow Group;

c. Show evidence of spiritual maturity, Christian character, and a moral and

ethical lifestyle;

d. Have a good reputation and be respected in the Church and community;

e. Be truthful and wise;

f. Be sound in doctrine, having genuine faith in Jesus Christ, which is

nurtured by Bible study, prayer and worship;

g. Demonstrate giftedness that would lend to the care and nurturing of the

Church Body;

h. Be faithful to and responsible in family life, creating a home environment

where Jesus is Lord;

i. Be supportive of the strategic areas of the Church evidenced by active

involvement in its spiritual initiatives as described in these Bylaws and by

active participation in each component of the Church’s strategy of

Worship, Grow, Serve, and Invite;

j. Affirm responsible stewardship of possessions, striving to give at least a

tithe through VRBC;

k. Be willing to attend Deacon meetings regularly;

l. Make a genuine commitment to being an active member of the Deacon

body and participating fully in all aspects of the role; and

m. Be at least 21 years of age.

3. Selection and Administration.


The Deacons, in consultation with VRBC ministerial staff, Ministry Placement Team, and Grow

Group leadership, shall determine prior to the first day of October of each year the number of

Deacons that are needed to provide adequate service to every Member and attenders of the

Church.

At such time that the Deacons deem it necessary, the following process will be used to choose

new Deacons.

Step 1 The existing Deacons, in consultation with VRBC ministerial staff, Ministry

Placement Team, and Grow Group leadership, will nominate a sufficient number of

Deacon candidates to support the needs of VRBC after discussions about the role,

qualifications, and individual’s interest in serving. In addition, if an individual wishes to

serve as a Deacon, he or she may elect to have his or her name placed into balloting.

Step 2 Nominations will be provided to the Ministry Placement Team no later than two

weeks after Step 1.

Step 3 The Ministry Placement Team will provide names to the Deacon Leadership

Team for an initial contact to determine interest level for further consideration.

Step 4 As interest is confirmed for each candidate so contacted, proceed to step 5.

Step 5 The Deacon Chair (or Deacon(s) designated by the Deacon Chair) and the

Associate Pastor responsible for Grow Groups shall interview each candidate. If a

candidate is not qualified or willing to serve after this step, the process will resume at

Step 3, and the next candidate on the list of nominated candidates will be contacted until

the exact number required is achieved.

Step 6 After qualifications and interest have been confirmed in the interview, the

candidates will be presented to the Church for affirmation. A positive vote of no less

than 75% of the Church membership will be required to affirm the candidate to the new

position.

Upon election, each Deacon shall be asked for at least a one-year (not to exceed three

consecutive years) commitment, subject to re-commitment and re-affirmation by the Church

each subsequent year. Such one-year commitment shall be deemed to end on December 31

following the first year of service. An individual’s service as a Deacon may be discontinued by

his or her own decision or by the unanimous decision of the Deacon Leadership Team.

Deacons choosing to discontinue service or those who have served for three consecutive years

will be inactive for at least one year. An inactive Deacon whose service was discontinued by the

unanimous decision of the Deacon Leadership Team for a confirmed act (based on the Deacon

Leadership Team’s review of available facts) of moral turpitude or for his or her failure to fulfill

the duties of a Deacon shall not be eligible for the position of Deacon for a period of three years

following the Deacon Leadership Team’s decision. Any person previously serving as a Deacon

in another church must go through the initial selection process in order to serve as a Deacon in

this Church. Ministerial Staff may not serve as Deacons. The spouse of a Deacon is not eligible


to serve concurrently as a Deacon.

4. Responsibilities of the Deacon Leadership Team.

The Deacons shall, each year, choose their own Deacon Leadership Team by majority vote of all

Deacons. Nominations for Deacon Chair will come as recommendations from VRBC Staff in

consultation with the Deacon Leadership Team. The members of the Deacon Leadership Team

shall consist of the Deacon Chair, Deacon Vice Chair, and the leaders of each Deacon Ministry

Team (collectively, the “Deacon Leadership Team”). The Deacon Leadership Team may modify

its roles and responsibilities at its discretion and as otherwise consistent with these

Bylaws. Members of the Deacon Leadership Team can be terminated from service on the

Deacon Leadership Team by a majority vote of the Deacons. The service year for Deacons shall

extend from January 1 of each year through December 31 of the same year. In addition, to avoid

any conflicts of interest, no Immediate Family Member of Church Ministerial Staff is eligible to

be elected to serve as the Deacon Chair.

The Deacon Leadership Team shall carry out the responsibilities of their area of service (prayer,

benevolence, ordinances, etc.) as follows:

a. In consultation with VRBC Staff, present nominations for Chair and Vice

Chair of the Deacons for election by a majority of same;

b. Contact new Deacon candidates identified by the Ministry Placement

Team regarding interest in service; and

c. Facilitate the discontinuation of an individual’s service as a Deacon,

whether initiated by his or her own decision, or by the unanimous decision

of the Deacon Leadership Team.

Section G. Church Officers.

1. Moderator.

The responsibility of the Moderator is to moderate all meetings of Church Members called in

accordance with Article V, Section B. The Moderator shall be appointed by the Church Council

on an as-needed basis.

2. Clerk.

The Church Clerk shall record and preserve all actions taken by the Church in a meeting of

Church Members called in accordance with Article V, Section B. The Church Clerk shall be

appointed by the Church Council on an as-needed basis.

3. Treasurer and Treasurer-Elect.

The Treasurer shall review and approve an itemized account of all disbursements. The

Treasurer-Elect shall assist the Treasurer in the performance of the Treasurer’s duties. The

Treasurer and Treasurer-Elect shall serve as Ex-Officio members of the Finance/Human

Resource Committee. The Treasurer and Treasurer-Elect shall serve simultaneous one-year


terms. Upon the expiration of the Elect term, the Treasurer-Elect will become the new Treasurer

and a new Treasurer-Elect shall be appointed by the Finance/Human Resource Committee. In the

event that the Treasurer-Elect cannot serve as Treasurer the year following Elect status, the

Finance/Human Resource Committee shall appoint both a Treasurer and Treasurer-Elect for the

same year. The service year for the Treasurer and Treasurer-Elect shall extend from January 1 of

each year through December 31 of the same year.

4. Removal of Officers.

Any elected or appointed officer may be removed by the Church Council or Finance/Human

Resource Committee that elected or appointed the officer if the Church Council or

Finance/Human Resource Committee determines that the best interests of the Church would be

served by such removal. An officer may resign at any time by delivering written notice to the

Church to either the Senior Pastor or the Executive Pastor.

5. Vacancies.

Any vacancy in any office may be filled by the Church Council or Finance/Human Resource

Committee as appropriate for the unexpired portion of the term, if applicable.

Section H. Committees and Ministry Support Teams.

1. Committees.

The purpose of committees is to facilitate certain actions and ministries of the Church.

Committee members, except for the Ministry Placement Team, shall be nominated by the

Ministry Placement Team in consultation with appropriate Church Staff and in accordance with

the Member’s spiritual gifts and natural abilities.

The Ministry Placement Team shall be nominated by the Church Council in consultation with

appropriate Church Staff and in accordance with the Member’s spiritual gifts and natural

abilities. The Church Council shall strive to ensure that members of the Ministry Placement

Team reflect the diversity of VRBC’s congregation.

The Church Council shall provide the broader goals and objectives for the work of any

committee, and Church Staff shall guide the overall work and implementation of all such goals

and objectives by the committees. Committee members shall be elected by majority vote of all

Members present at any meeting of Church Members wherein the nominations are presented to

the Church. The Senior Pastor, Executive Pastor or a Church Staff member so designated by the

Executive Pastor may serve as an ex-officio member of any committee. The service year for all

church committees shall extend from January 1 of each year through December 31 of the same

year.

There shall be two types of committees:

A. Standing Committees.

Standing Committees have ongoing tasks, and their members are elected to serve

annually. These committee members shall serve a three-year term with one-third of each


Standing Committee to be elected each year, but no committee member may serve more

than two consecutive terms. No two Immediate Family Members shall serve

simultaneously on any of the Standing Committees. Any changes to the number of

committee members for a Standing Committee will be proposed by the current committee

chair and any Church Staff Ex-Officio member of such committee for approval by the

Church Council prior to annual election at the Church’s Annual Meeting. The following

Standing Committees shall serve the Church according to their stated purpose:

1. Ministry Placement Team – It shall recommend to the Church Council

qualified Church Members to serve as standing committee members

(except for Ministry Placement Team members), special committee

members and committee chairpersons. As a normal course of business,

the Ministry Placement Team shall propose the annual prospective

committee members after the election of any Deacons. The Ministry

Placement Team shall also, as provided for in Article IV. Sections D. and

E. of these Bylaws, conduct the Church Council and Deacon selection

process.

2. Finance/Human Resource Committee – The committee will meet at least

four times per year and will be responsible for:

a. Approving staff recommendations for major changes in accounting

or personnel policies, including the employee handbook;

b. Approval of compensation and benefit recommendations;

c. Oversight of the performance management system;

d. Approval of new positions and terminations for cause;

e. Support of employee searches as needed and requested by the

Executive Pastor;

f. Review and recommendation to the Church Council of the annual

budget and approval of revisions as outlined in these bylaws; and

g. Approve engagement of an independent accounting firm as

outlined in these Bylaws and review of resulting report.

B. Special Committees.

Special Committees may be formed by the Church Council for a specific purpose and are

disbanded when that purpose is accomplished. The Church Council may utilize Church

Staff or the Ministry Placement Team to assist in staffing these committees. Examples of

such committees include a building steering committee, strategic planning committee or

Bylaws revision committee.

2. Ministry Support Teams.

Ministry Support Teams for the purpose of facilitating ongoing ministries in areas of missions

leadership, stewardship, weekday pre-school operations, family ministries, scholarship, and

others may be utilized at the discretion of the Church Council and Church Staff. The size of

such teams will be variable based on the need of the team. The team will be led by Church Staff,

or, as needed, a lay leader. Team members are selected by the Ministry Placement Team in

consultation with Church Staff. The duration of membership on a team is not limited by term;


however, team leaders cannot serve in the same leadership role for more than two consecutive

years.

Article V CHURCH MEETINGS

Section A. General Church Services.

The Church shall conduct services on Sundays and at other times as deemed necessary or

appropriate by the Senior Pastor and the Church Council.

Section B. Church Meetings.

Each year, the Church Body shall meet (referred to as “Annual Meeting”) to consider matters

required by these Bylaws and to receive the annual report of the Church Council. If an additional

specially called meeting is deemed necessary by a majority vote of the Church Council, by a

majority vote of the Deacon Leadership Team, or by majority vote of the Church Members

present at an Annual Meeting, notice of the specially called meeting must be provided in a

manner consistent with Section C below.

Section C. Notice.

Notice of an Annual Meeting or a specially called meeting must be provided to the Church prior

to the meeting date and such notice may be provided either by oral or written announcement at a

regularly scheduled worship service. In the case of a specially called meeting, the notice must

include the nature and subject matter of the specially called meeting and must be given no less

than seven (7) days before the meeting, with the exception of a meeting to consider an

amendment of these Bylaws for which the minimum notice period shall be twenty-eight (28)

days. Similarly, if an amendment to these Bylaws is to be considered at an Annual Meeting, no

less than twenty-eight (28) days’ notice of the amendment to be considered and voted upon must

be given in advance of the Annual Meeting. The matter(s) addressed in any specially called

meeting shall be limited to the matter(s) identified as the subject of such specially called meeting

and made the subject of the requisite notice.

Section D. Quorum.

Members present at an Annual Meeting or a specially called meeting for which notice has been

given in the manner described in Section C above shall constitute a quorum.

Section E. Moderator.

In leading an Annual Meeting or a specially called meeting, the Moderator should consider the

biblical model of consensus building in Ephesians 4 and 5 along with 1 Corinthians 12:12-20.

Article VI CHURCH MEMBERSHIP

Section A. General.

This is an autonomous and democratic Baptist church under the Lordship of Jesus Christ. The

Membership reserves the exclusive right to determine who shall be Members of this Church and


the conditions of such Membership.

Section B. Member.

A Member of the Church is a person who has been accepted for membership in one of the ways

set out in Section C below and who has not terminated membership in a manner set forth in

Section F below.

Section C. Candidacy for Membership.

A person who desires to join this Church may be presented as a candidate for Membership in any

of the following ways:

1. By profession of faith in Jesus Christ and for believer's baptism by immersion;

2. By transfer of membership from another Baptist Church, already having professed

faith in Jesus Christ and having been baptized by immersion;

3. By statement of prior conversion and baptism by immersion and membership in a

Church of like faith which practices believer's baptism; or

4. By proxy, when the one desiring Membership, according to the conditions stated

above, cannot be presented for valid reasons.

5. In the event of a special medical condition that would prohibit baptism by

immersion, the Church Council may approve a candidate for membership.

Upon completion of one of the actions described in this Section, a candidate for Membership

becomes a Member, joyfully and solemnly entering into a covenant to fulfill the mission and

core purposes of the Church.

Section D. Non-Resident Membership.

One's Church membership should be in a local congregation where one may serve the Lord and

His people faithfully and regularly. For this reason, Church Members who shall move away

from the area, preventing the Member from performing the responsibilities set forth in Article

III. Section C. above, shall be encouraged to transfer their Membership to another local Church if

possible, providing that a return to the Church is viewed at the time as being unlikely.

Section E. Voting Rights of Members.

Every Member in attendance is entitled to vote at all Church meetings. Voting by proxy is not

allowed.

Section F. Termination of Membership.

VRBC Membership shall be terminated in one of the following ways:

1. Death;


2. Transfer to another Baptist church;

3. Erasure upon request of the Member;

4. Erasure upon proof of Membership in another church;

5. Erasure upon inability of the Church to ascertain the address of a Member; or

6. Erasure by action of the Church Council in accordance with Section G. below.

Section G. Conflict Resolution, Church Discipline and Restoration.

1. Conflict Resolution.

This Church is committed to resolving in a Biblical manner all disputes that may arise within our

body. This commitment is based on God’s command that Christians should strive earnestly to

live at peace with one another (see Matt. 5:9; John 17:20-23; Rom. 12:18; and Eph. 4:1-3) and

that when disputes arise, Christians should resolve them according to the principles set forth in

Holy Scripture (see Prov. 19:11; Matt. 5:23-25; 18:15-20; 1 Cor. 6:1-8; Gal. 6:1). We believe

that these commands and principles are obligatory on all Christians and absolutely essential for

the well-being and work of the Church.

2. Procedure.

When a Member of this Church has a conflict with, or is concerned about the behavior of another

Member, he or she shall attempt to resolve the matter as follows:

a. Examination and Reflection. The offended or concerned person shall

prayerfully examine himself or herself and take responsibility for his or

her contribution to the problem (Matt. 7:3-5), and he or she shall

prayerfully seek to discern whether the offense is so serious that it cannot

be overlooked (Prov. 19:11; see also Prov. 12:16; 15:18;17:14; 20:3; Eph.

4:2; Col. 3:13; 1 Pet. 4:8);

b. Discussion with the Offender. If the offense is too serious to overlook, the

offended or concerned person shall go, repeatedly if necessary, and talk to

the offender in an effort to resolve the matter personally and privately,

having first confessed his or her own wrongdoing (Matt. 18:15);

c. Assistance of the Deacons. If the offender will not listen and if the

problem is too serious to overlook, the offended or concerned person shall

return with one or two of the Deacons, as selected by the Deacon

Leadership Team, who will attempt to help the parties resolve their

differences (Matt. 18:16); and

d. Church Council Notification. If reconciliation has not occurred through

the foregoing steps, then the parties shall inform a member of the Church

Council for purposes of attempting reconciliation and discipline, if


necessary, as provided in Subsection 3 below.

3. Church Discipline.

If there is a conflict or dispute that has not been resolved under Subsection 1 and a member of

the Church Council has been notified as contemplated in Subsection 2 above, the Church

Council will determine whether the problem is too serious to overlook and whether

reconciliation is reasonably possible. If deemed to be appropriate, the Church Council may then

implement appropriate scriptural and church discipline upon the specific Member(s) as

determined by the Church Council.

In addition, if the Church Council becomes concerned about the behavior of a Member, and after

following the steps of Subsection 2, the Church Council believes it is necessary to do so, it may

implement appropriate scriptural and church discipline upon the specific Member(s) as

determined by the Church Council. If the Church Council believes there is an imminent threat to

the safety and well-being of the Church or its Members, the Church Council can proceed

immediately to a determination and administration of appropriate disciplinary action.

In the event an issue requiring immediate action relating to one or more Members occurs, the

Senior Pastor, in consultation with an Executive Pastor and the Chair of the Church Council,

shall take reasonable action necessary to resolve the matter and shall promptly thereafter notify

the other members of the Church Council of the decision made.

4. Restoration.

If the scriptural and church discipline that is imposed on a Member under Subsection 3 above is

termination of the person’s Membership, then restoration of Membership may occur upon the

evidence that the person in question has repented and reformed. A motion for restoration should

be brought to Church Council and approval by Church Council of such motion shall reinstate the

Membership of the excluded person.

Article VII CHURCH FINANCES

Section A. Ministry Investment Plan.

The Finance/Human Resource Committee shall prepare and submit to the Church Council for

approval a Ministry Investment Plan (budget) for each fiscal year. A majority vote of the Church

Council is required for approval of the Ministry Investment Plan submitted by the

Finance/Human Resource Committee. The Finance/Human Resource Committee shall then

submit the Church Council-approved Ministry Investment Plan to the Church Body for approval.

Such submittal shall occur at least twenty-eight (28) days in advance of the meeting of Church

Members where such approval is scheduled for a vote. A majority vote of the Church Body is

required for approval of the Ministry Investment Plan.

The approved Ministry Investment Plan shall guide the Church's expenditures for the fiscal year.

During the fiscal year, any aggregate reallocation or adjustment of the Ministry Investment Plan,

in whole or in various parts, of five percent or less of the annual Ministry Investment Plan may

be approved by the Finance/Human Resource Committee. Any Ministry Investment Plan

reallocation or adjustment in excess of five percent but less than ten percent of the annual

Ministry Investment Plan must be approved in advance of such reallocation or adjustment by the


Church Council. Any Ministry Investment Plan reallocation or adjustment in excess of ten

percent of the annual Ministry Investment Plan must be approved in advance of such reallocation

or adjustment by no less than a three-fourths majority vote of the Church Members present at a

meeting.

Section B. Accounting.

The Finance/Human Resource Committee and the Treasurer shall oversee the Church Staff in

developing an adequate system of accounting to handle all funds that are received and disbursed

by the Church. At least every three years, the Finance/Human Resource Committee shall engage

an independent Certified Public Accountant, who is neither a member nor an immediate family

member of any member of the Finance/Human Resource Committee, to review the accounting

procedures then utilized for receipts and disbursements and to review the Church’s compliance

with those procedures.

Article VIII CHURCH ASSETS AND INDEMNIFICATION

Section A. Receipts.

The Church may accept any contribution, gift or bequest for any purpose of the Church as stated

in Article II, subject to the approval of the Finance/Human Resource Committee.

Section B. Use and Distribution of Church Assets.

No part of the funds of the Church, and no part of any contribution, gift, bequest or will received

by the Church shall inure to the benefit of or be distributed to its Members, officers, or other

private persons, except that the Church shall be authorized to pay reasonable compensation for

services rendered and to make payments and distributions in furtherance of the purposes stated in

Article II.

Section C. Checks, Notes, Contracts and Business of the Church.

The Treasurer, Treasurer-Elect, Executive Pastor, and other Church Staff as approved by the

Finance/Human Resource Committee shall be authorized from time to time on the Church’s

behalf to sign checks, drafts, or other orders of payment of money; to sign acceptances, notes, or

other evidences of indebtedness; to enter into contracts; to execute and deliver other documents

and instruments; and to otherwise conduct business on behalf of the Church, as long as such

business is consistent with the Church’s Ministry Investment Plan. The Finance/Human

Resource Committee shall determine the number of persons under this subsection that shall be

authorized to sign such documents.

Section D. Church Dissolution.

In the event of the dissolution of the Church, the Church Council shall, after paying or making

provision for the payment of all the liabilities of the Church, dispose of all of its assets to such

Baptist organization or organizations organized and operated exclusively for charitable,

educational, or Christian purposes as shall at the time qualify as an exempt organization or

organizations under Sec. 501 (c) (3) of the Internal Revenue Code of 1986 (or any successor

statute or regulation as may hereafter be adopted).


Section E. Indemnification.

The Church may indemnify any person who was, is, or is threatened to be made a named

defendant or respondent in a proceeding because the person is or was a member of the Church

Council, officer of the Church, Church Staff or a volunteer acting on behalf of the Church, if the

Church Council makes an Indemnification Determination. An Indemnification Determination is

an affirmative determination by the Church Council that the person: (i) conducted himself or

herself in good faith; (ii) reasonably believed, in the case of conduct in his or her official

capacity as a member of the Church Council, officer of the Church Council, Church Staff, or

volunteer acting on behalf of the Church, that his or her conduct was in the Church’s best

interest; and, in all other cases, that his or her conduct was at least not opposed to the Church’s

best interest.

Article IX AMENDMENTS

Proposed changes in these Bylaws, which have been approved by the Church Council, may be

presented to the Church at any Annual Meeting or specially called meeting for which proper

notice has been given in accordance with Article V, Section C. The proposed amendment(s)

shall be made available for review in the Church Office for fourteen (14) days prior to the

meeting of Church Members. Amendments shall require an affirmative vote of no less than

three-fourths of those Members present at the meeting, and unless otherwise stated, the

amendments shall take effect immediately.

Article X MISCELLANEOUS

Section A. Fiscal Year.

The fiscal year of the Church shall begin on the first day of October and end on the last day of

September in each year.

Section B. Waiver of Notice.

Whenever any notice is required to be given under the provisions of the Texas Non-Profit

Corporation Act or pursuant to these Bylaws, a waiver thereof in writing signed by the person or

persons entitled to such notice, whether before or after the time stated therein, shall be deemed

equivalent to the giving of such notice.

Section C. Headings.

The paragraph headings are for convenience only and shall not be used in interpreting these

Bylaws.

Section D. Severability.

If any part of these Bylaws shall be found in any action, suit, or proceeding to be invalid or

ineffective, the validity and the effectiveness of the remaining parts shall not be affected.

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