Fellowship Evangelical Free Church, Knoxville, TN

Revised November 11, 2003
The Elder Board officially approved this revision of our bylaws on November 11, 2003.

The Bylaws of FELLOWSHIP EVANGELICAL FREE CHURCH OF KNOXVILLE, TENNESSEE, INC.
A Tennessee Not-For-Profit Corporation
Knoxville, Tennessee

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: ELDERS
ARTICLE VII: CORPORATE OFFICERS
ARTICLE VIII: ADMINISTRATIVE BOARD
ARTICLE IX: SENIOR PASTOR
ARTICLE X: OTHER PROVISIONS
ARTICLE XI: DISSOLUTION

ARTICLE I: NAME OF CORPORATION AND LOCATION OF OFFICES
The name of the Corporation is Fellowship Evangelical Free Church of Knoxville, Tennessee, Inc. (or “FEFC” or “Fellowship Church”). It is a not-for-profit corporation with its principal offices in Knoxville, Tennessee.

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 affiliated with the Evangelical Free Church of America denomination, is to exalt 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 church through planting churches.

ARTICLE III: TEACHING AND PREACHING MINISTRY
All teaching and preaching at FEFC shall be grounded in and supported by the Bible and shall be consistent with our Doctrinal Statement.

ARTICLE IV: BOARD MEMBERSHIP The members of the Elder Board of FEFC shall constitute the Board of the Corporation.

ARTICLE V: CHURCH MEMBERSHIP
Section 1. Membership
Membership in FEFC shall be open to all persons who confess Jesus Christ as personal Savior and Lord. Membership in FEFC 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 Elder Board (see Section 9 of this article).
Section 2. Membership Class
The Membership Class shall be offered on an as-needed basis. Attendance in the Membership 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 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 application and sign it.
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, the application for Membership shall be denied.
Section 4. Acknowledgment of Members
Persons admitted to Membership shall be publicly acknowledged as Members.
Section 5. Discipline of Members
Members of FEFC 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 Elder Board.
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 Fellowship Church. Every other year 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. A Member of FEFC may be removed from the FEFC’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 Administrative Board.
Section 7. Special Meetings
Special meetings of the Members of FEFC may be called at any time by request of the Elder Board, or by written request, signed, dated, and delivered by at least ten percent (10%) of the Members of FEFC and delivered to the Secretary of the Elder Board.
Section 8. Annual Meetings
An Annual Meeting of the Members of FEFC shall be held each year, in conjunction with the preparation of the annual budget for the following year.
Section 9. Voting Rights
Members of FEFC 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 Elder Board. All voting shall be by ballot mailed to the last known address of each Member. The church Members shall be asked to vote on the following:
A. The calling of a Senior Pastor. The senior pastor candidate presented to the Elder Board shall be elected Senior Pastor in a two-step process.
(1) First, a majority of seventy-five percent (75%) of the entire Elder Board must vote to affirm the calling of the Senior Pastor candidate.
(2) Second, if the Elders affirm this calling, then the Senior Pastor candidate shall be presented to the Members of FEFC for their affirmation. Each Member of FEFC 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.
B. The purchase, sale, or encumbrance of any real property, which shall be affirmed by affirmative vote of a seventy-five percent (75%) majority of collected ballots from the voting Members.
C. The annual budget. A majority of seventy-five (75) percent of all the returned ballots shall be required for approval.

ARTICLE VI: 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 Elder Board (Acts 20:28; I Peter 5:2-3). Without limitation of such general responsibilities, the Elder Board shall have the following responsibilities in addition to the other responsibilities provided in these Bylaws:
A. To select and remove all the officers of the Corporation and fix their terms of office; to appoint Elders to the Administrative Board, the number of which shall constitute a majority of the Administrative Board. All such decisions shall be by affirmative vote of a 75% majority of a quorum of the Board.
B. To amend the bylaws of the Corporation. The Elder Board has sole responsibility and authority to amend or adopt new bylaws, and may do so by affirmative vote of a 75% majority of the entire Elder Board. 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. To amend the doctrinal statement. The Elder Board has sole responsibility and authority to amend the doctrinal statement, and may do so by affirmative vote of a 90% majority of the entire Elder Board.
D. To settle disputes. In any impasse arising between a Member of FEFC, its pastors or staff pertaining to any matters of spiritual teaching or practices, the dispute shall be resolved by the Elder Board. Dispute resolution of any other kind should be conducted according to Scriptural principles (see Mt. 18), beginning with the individuals involved in the dispute.
E. To affirm and present a candidate for Senior Pastor to the Members of FEFC. The senior pastor candidate presented to the Elder Board 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?
F. To approve individuals for licensure as ministers of the gospel. The Elder Board has 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.
Section 2. Number of Elders
The authorized number of Elders of the Corporation shall not be less than ten (10). There may be as many 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 Elder Board will regularly review all the men in the body as to their potential qualification as Elders. The Board shall also provide for suggestions from the congregation for the position of Elders. The 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 90% of the entire Board. 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 Elder Board, which Member shall be responsible to bring the particular issue of disqualification to closure with the Board. There being no scriptural opposition to the candidate’s assumption of office, the candidate shall be installed as a member of the Elder Board.
B. Term of Office:
(1) The term of office for each Elder shall be three (3) years, provided he continues to meet the qualifications as stated in VI, 4. An Elder may serve two (2) successive terms, subject to VI, 3., B., (2) and (4) below. After his second term, he shall take a one year hiatus from the Elder Board, after which he becomes eligible to enter again the selection process for service on the Elder Board 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 Elder Board shall be staggered at one-year intervals so that one-third of the members of the Elder Board rotate out of service each year.
(3) The Senior Pastor is the sole member of the Elder Board 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. Upon satisfactory review, an Elder may succeed himself in office for one term. Elders shall be installed during the month of January of each year.
(5) Any Elder who resigns from the Board midterm, for whatever reason, may be considered for reinstallation on the Board under the terms of Sections 2 and 3 of this article.
C. Conflict of Interest.
The only Elder who may receive remuneration from FEFC is the Senior Pastor. Every other Elder is excluded from receiving significant remuneration from FEFC. This exclusion includes, but is not limited to, suppliers of goods and services to FEFC, and workers in ministries supported by FEFC. No Elder employed by or otherwise receiving remuneration from any other Elder may himself serve on the Elder Board. Cases of apparent conflict of interest not obviously excluded in this subsection shall be investigated carefully by the Elder Board, and adjudicated by a 75% majority of a quorum.
Section 4. Qualifications.
Each member of the Elder Board must be male, an active Member of Fellowship Church, 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; 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 Board. Such removal can only be affected by an affirmative vote of 90% of the entire Board, except the Elder(s) being considered for removal.
Section 6. Meetings
A. Definition of quorum: A quorum of the Elder Board shall consist of two-thirds of the standing members of the Board. No meeting of the Board 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 Elder Board, whether regular or special or any adjournment thereof, may be held at any place within or without the State of Tennessee specified by the Chairman of the Board.
C. Regular Meetings: Regular meetings of the Elder Board shall be held.
D. Special Meetings: Special meetings of the Elder Board may be called at any time by the Chairman of the Elder Board. Every reasonable effort shall be made to notify each Elder of a special meeting.
E. Attendance at Elder Meetings: Meetings of the Elder Board will be open to Members of FEFC at the discretion of the Elder Board.

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 Elder Board 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 Elder Board. The officers shall be elected by the Elder Board. 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 75% of a quorum of the Elder Board, and shall serve at the pleasure of the Elder Board.
C. Term of Office: Each officer shall hold his office for a term of one year. An officer may succeed himself once, after which he must take a one-year hiatus from all FEFC offices, specifically on the Elder Board, Administrative Board, or in any of the Offices of the Corporation as described in this article.
D. Removal and Resignation: Any officer may be removed with cause by affirmative vote of 90% of a quorum of the Board at any regular or special meeting of the Board. 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 Elder Board 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 Elder Board at its next meeting. Members of the Board shall submit nominees for consideration by the Board. 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 Board may from time to time delegate the powers or duties of such officer to any other officer or other person whom the Board may select.
Section 4. Officers of the Corporation
A. The Chairman:
(1) The Chairman, subject to the control of the Elder Board, 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 FEFC (see V, 7 and 8. ) and of the Elder Board (see VI, 6).
(3) He shall be an ex-officio member of all standing teams of the Elder Board, including the Administrative Board.
(4) 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 Elder Board 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 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 Elder Board 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 Board, the Administrative Board, 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 FEFC and their addresses.
(4) The Secretary shall cause to be given notice of all meetings of the Board 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 Board or the Administrative Board, and shall render to the Board, 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) The Treasurer shall be an ex-officio member of the Administrative Board.
(5) 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.
(6) 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 FEFC. He shall also have the absolute right at any reasonable time to inspect the physical properties of FEFC.

ARTICLE VIII: ADMINISTRATIVE BOARD
Section 1. Responsibilities
A. To provide support and advice, and sometimes authorization to act regarding administrative policy, to the Senior Pastor regarding his executive and administrative duties as he leads the staff to conduct operations that accomplish the goals, objectives and overall strategies of the organization.
B. Various functions of the Administrative Board are described in Appendix 1: Matrix.
Section 2. Number of Members
The number of members on the Administrative Board shall be no more than ten (10) and no less than six (6).
Section 3. Composition, Selection, and Term of Office
A. Composition: The Administrative Board will be composed of the Senior Pastor, the Treasurer, additional Elders and non-Elder laypersons. The Elder members of the Administrative Board, including the Senior Pastor and the Treasurer, shall constitute the majority of the Administrative Board; non-Elder laypersons shall constitute the remainder of the Administrative Board.
B. Selection: At least two (2) but no more than four (4) Elders, excluding the Senior Pastor and Treasurer, shall be elected by the Elder Board to serve on the Administrative Board. The Elder Board shall nominate candidates from among its members to serve on the Administrative Board, and candidates shall be affirmed by an affirmative vote of a 75% quorum of the Elder Board. The Elders so selected shall select a minimum of two, and a maximum of four (4) lay persons to serve on the Administrative Board, so that the Elder majority on the Administrative Board is always a simple majority.
C. Term of Office
(1) The term of office for each member of the Administrative Board shall be no more than three (3) years provided they meet the qualifications outlined in Section 5 of this article. Any portion of any term shall be considered one full term.
(2) In no case shall the term of office for an Administrative Board member extend beyond his term of office as an Elder.
(3) Each term of office on the Administrative Board shall be followed by a one-year hiatus, after which members may return to service via the procedure described in subsection B of this Section.
(4) Terms of office among the members of the Administrative Board shall be staggered at one-year intervals so that one-third of the members of the Board rotate out of service each year. Members of the Administrative Board shall be installed during the month of January of each year, immediately subsequent the annual installation of Elders to the Elder Board.
(5) Any member who resigns from the Administrative Board midterm, for whatever reason, may be considered for reinstallation to the Administrative Board under the terms of this Article.
Section 4. Officers
The Administrative Board will have one officer called Chairman, to be held by the Senior Pastor. The Chairman will be responsible for calling and leading meetings, as well as designating a member to record minutes of each meeting.
Section 5. Qualifications
Each member of the Administrative Board must fully affirm FEFC’s doctrinal statement and be a Member of the church. Recommended members for the Administrative Board must exhibit strong governmental, leadership, and administrative gifts.
Section 6. Removal of Members
Any Administrative Board member may be removed from office, by a vote of 75% of the entire Administrative Board, if he or she becomes physically incapacitated or otherwise unqualified in the view of the criteria set forth in Section 5 of this article, or if his or her inability to serve is otherwise established in the judgment of the Administrative Board.
Section 7. Meetings
A. Place of Meetings: Any meeting of the Administrative Board, whether regular or special or any adjournment thereof, may be held within or without the State of Tennessee as specified by the Chairman of the Administrative Board.
B. Regular Meetings: Regular meetings of the Administrative Board shall be held without call or approximately once a month, unless otherwise modified by the Board. Any issue submitted for vote must be discussed and approved by a quorum, which shall be composed of over half the members of the Administrative Board. All decisions shall be approved by a 75% majority of a quorum.
C. Special Meetings: Special meetings may be called at any time by the Chairman of the Administrative Board.
D. Notice of Special Meetings Notice of special meetings will be given to each member of the Administrative Board in writing or through a phone call. Every reasonable effort should be made to notify each member of a special meeting.
Section 8: Conflict of Interest
The only member of the Administrative Board who may receive remuneration from FEFC is the Senior Pastor. Every other member of the Administrative Board is excluded from receiving significant remuneration from FEFC. This exclusion includes, but is not limited to, suppliers of goods and services to FEFC, and workers in ministries supported by FEFC. No member of the Administrative Board employed by or otherwise receiving remuneration, as described in the language of this section, from any other member of the Administrative Board may himself or herself serve on the Administrative Board. Cases of apparent conflict of interest shall be investigated carefully by the Administrative Board, and adjudicated by a 75% majority of a quorum of the Administrative Board.

ARTICLE IX: SENIOR PASTOR
Section 1. Qualifications
The Senior Pastor shall be a man, and a gifted leader, teacher and shepherd. He shall be in agreement with FEFC’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 to the Elder Board 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 Elder Board and the Administrative Board. The duties of the Senior Pastor shall be prescribed by the Administrative Board.
Section 4. Evaluation
The Senior Pastor shall be evaluated annually, at year-end, by the Elder members of the Administrative Board, which evaluation shall be submitted to the Elders.

ARTICLE X: OTHER PROVISIONS
Section 1. Contracts
The Administrative Board, 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. Unless so authorized in policy approved by the Administrative Board, 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 Elder Board 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. However, nothing contained herein shall require the Administrative Board to accept or receive any money or property of any kind, if it shall determine that receipt of such money or property is contrary to such purposes of the Corporation; 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.
Section 4. Corporate Records; Inspection Rights
The Corporation shall maintain adequate and correct accounts, books and records of its business and properties.

ARTICLE XI: DISSOLUTION
Upon dissolution of this Corporation, the Elder Board 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.