2.0 ARTICLE 2—MISSION STATEMENT
The United Church of God, Fort Wayne, is associated with the United Church of God, an International Association and together we preach the gospel of the Kingdom of God in all the world. Our local congregation is responsible for preaching the gospel in our communities, teaching the disciples God calls and setting an example of Christian living.

3.0 ARTICLE 3—GOVERNANCE
3.1 Pastor
Recognizing the biblical pattern of a church overseen by a minister of Jesus Christ the local church is spiritually pastored by a minister (pastor) credentialed and supervised by the home office of the United Church of God, an International Association. The congregation is guided and shepherded by the pastor, assisted by elders, deacons and deaconesses.
3.2 Board of directors
The board provides direction and oversight of the financial, physical and organizational concerns of the congregation. Its duties shall include but not be limited to:

1. Establishing and approving financial policies and guidelines to govern all expenditures from the congregation’s treasury.
2. Developing and approving a strategic plan that complements the mission statement of the congregation.
3. Establishing and approving the congregation’s annual budget.
4. Providing adequate insurance for the congregation’s property and activities.
5. Contracting with an independent auditing firm to provide an annual audit of the congregation’s financial records.
6. Establishing committees in accordance with article 7.0.
7. Intervening in the event that a significant breach has developed between the congregation and the pastor. In the event of a breach, the procedure to be followed will be:
a. Implement and follow the biblical procedure set forth in Matthew 18:15-17.
b. If the breach remains, after exhausting the biblical procedure, the board shall bring the breach to the attention of a representative or representatives of the home office of the United Church of God. Such an action would require a three-fourths (3/4), or five (5) of seven (7) vote of the UCG Fort Wayne board of directors. See article 9.0.

3.3 Qualifications—Must be a baptized member (as defined in article 4.1).
3.4 Elected terms—Board members will serve a two-year term. Expired terms will be filled at the annual meeting, held at the end of the calendar year.
3.5 Vacancies—In the event a director is unable to finish serving his or her term, the individual who received the next highest number of votes during the previous election will complete the term.

4.0 ARTICLE 4—CONGREGATIONAL MEMBERSHIP
4.1 Membership is limited to baptized members of the UCG Fort Wayne. While the UCG Fort Wayne considers children and teens important members of the congregation, for purposes of these bylaws “members” applies only to adult, baptized members of the congregation. A member must have completed a membership form and received the pastor’s approval.
4.2 Membership in the local congregation will be terminated in the event of but not limited to:

a. Notification by member of their intent to relocate and attend another congregation.
b. Notification by member of a change in their doctrinal beliefs and no longer attending with the United Church of God, an International Association.
c. Notification by pastor to the secretary of a member no longer attending with the congregation or no longer meeting membership requirements, as outlined in article 4.1.

4.3 Benefits of membership include:

a. Cast one vote in meetings presented to the general membership.
b. Be nominated for board of directors subject to article 6.0.
c. Chair committees or project teams.
d. Make presentations to the board for proposed projects or committees.
e. Request to be placed on the board agenda for a meeting to discuss specific business or actions of the board.

4.4 Right of Appeal—A member who is removed from membership in the congregation by the pastor, or otherwise seriously dealt with, has the right to invoke the approved appeal process of the UCG-AIA. As an adjunct to that process (not a substitute for it) the person may ask the local board, as the Biblically commanded "two or three witnesses," for their opinion in the matter. To do this the member must first waive his rights to traditional priest-penitent confidentiality. The same right of obtaining a board opinion in a dispute or accusation is available to the minister as well. After hearing the matter, the board will produce a written opinion (or opinions) and forward the information on to the next prescribed level or levels in the UCG-AIA appeal process, as the situation warrants. This will be considered privileged, confidential information available only to the immediate participants in the appeal process.
4.5 Associate membership—Persons may make application for associate membership in this congregation in accordance with article 4.1 and may fellowship with this congregation in all respects with the exception of holding elective office and voting.

5.0 ARTICLE 5—MEETINGS
5.1 The board shall meet at least every other month during the calendar year or more often as needed. The board secretary will distribute an agenda to board members one week before meeting. All board meetings are open to all members of the congregation.
5.2 The board will hold a general membership meeting each December to select board members. An agenda for the meeting will be posted and announced to the membership at least fourteen (l4) days in advance of the meeting date.
5.3 Special meetings may be called by the chairman of the board of directors at any time, upon three (3) days’ prior notice. Business transacted at all special meetings shall be confined to the subject stated in the call and other germane matters, unless all directors entitled to vote are present and consent.
5.4 Teleconference meetings of the board of directors may be conducted by utilizing teleconference technology as long as proper notice is given to all directors, and the technology utilized provides every director the opportunity to hear, respond and ballot.

6.0 ARTICLE 6—ELECTION AND NOMINATING PROCESS OF THE BOARD
6.1 Qualifications—Any baptized member of the UCG Fort Wayne, congregation, is eligible to nominate and elect board members.
6.2 At least 51 percent of the baptized members of the congregation must be present to begin the process of nominating and electing board members.
6.3 Absentee balloting—For those baptized members not able to attend, absentee balloting will be made available. All information will be sent to the member along with a return envelope to be faxed or mailed back within the time frame specified on the ballot.
6.4 The candidates for offices will be declared elected when they have received the highest number of votes cast for each opening. In case of a tie, a subsequent ballot shall be cast to choose between the parties having received equal votes.

7.0 ARTICLE 7—COMMITTEES
Committees shall be established by the board as needed. Committees may consist of at least one board member, if needed or deemed necessary by the board, and any other numbers of local congregation members.

8.0 ARTICLE 8—OFFICERS
8.1 Officers of the board—Officers established by the board, on an annual basis, will be a chairman, secretary, treasurer and vice chairman. The offices of chairman and vice-chairman shall be filled by the board. The offices of secretary and treasurer may be appointed from the congregation.
8.2 Duties of officers
Chairman—Shall preside at meetings, organize agendas and maintain an environment conducive for the proper functioning of the board.
Secretary—Will be responsible for maintaining a record of proceedings of board meetings, notifying board members and the congregation, of meetings and making any other informational disbursement regarding board activities. The duties will also include keeping the membership roster.
Vice Chairman—The vice chairman shall preside over meetings in the event the chairman is unable to do so.
Treasurer—At the direction of the board, the treasurer will maintain the local church checking account, issue receipts for donations received from the local membership and report on the financial condition of the local church either personally or through an agent.

9.0 ARTICLE 9—QUORUM
Five of seven (5/7) of the authorized number of board members shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by four or more of the directors present at a duly held meeting at which a quorum is present shall be the act of the board. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of a member, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
Such an action would require a five-sevenths (5/7) vote of the UCG Fort Wayne board of directors.

10.0 ARTICLE 10—SUBORDINATION TO CONSTITUTION
No bylaw or action of the board will be contrary to, or be at variance with, the bylaws, the rules of association, or constitution of the United Church of God, an International Association, without a vote of five-sevenths (5/7) of the board and a ratification by the congregation’s membership, also by a three-fourths (3/4) majority.

11.0 ARTICLE 11—RULES OF ORDER
All board meetings shall be conducted under the general principles of “Robert’s Rules of Order.”

12.0 ARTICLE 12—INDEMNIFICATION
12.1 The UCG Fort Wayne shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a Director, Officer, employee, or agent of the Corporation against expenses (including attorneys’ fees), judgements fines and amounts paid in settlement actually and reasonably incurred by him in connection with such claim, action suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct unlawful. The termination of any claim, action, suit, or proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
12.2 The UCG Fort Wayne shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed claim, action, or suit by or in the right of the Corporation to procure a judgement in its favor by reason of the fact that he is or was a Director, Officer, employee, or agent of the Corporation against expenses (including attorneys’ fees) actually and reasonable incurred by him in connection with the defense or settlement of such claim, action, or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Equity or the court in which such claim, action, or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonable entitled to indemnity for such expenses which the Court of Equity or such other court shall deem proper.
12.3 Any indemnification under Sections one (l) and (2) or this Article (unless ordered by a court) shall be made by The UCG Fort Wayne only as authorized in the specific case upon a determination that indemnification of the Director, Officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections one (1) and two (2). Such determination shall be made:

a. by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit, or proceeding, or
b. if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or
c. by the Members.

12.4 The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute, rule of law, provision of certificate of incorporation, Bylaw, agreement, vote, or disinterested director, or otherwise, both as to action in his official capacity and as to action in another capacity, while holding such office and shall continue as to a person who has ceased to be a Director, Officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. Where such other provision provides broader rights of indemnification than these Bylaws, said other provision shall control.
12.5 The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent of the Corporation against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against liability under the provisions of this Article.

13.0 ARTICLE 13—INVALIDITY
The invalidity or unenforceability of any provision hereof shall not in any way affect the remaining portions hereof, which shall continue in full force and effect.

14.0 ARTICLE 14—AMENDMENTS
To amend the Bylaws a majority of the general membership must vote to amend by a three quarters (3/4) majority vote.