CONSTITUTION AND BYLAWS OF

SOUTHMONT BAPTIST CHURCH, INC.

Adopted by the Congregation on September 16, 1979

Last Amended September 18, 2019

These Amended and Restated Constitution and Bylaws govern the affairs of Southmont Baptist
Church, Inc., a Texas nonprofit corporation (the "church" or "corporation"). The church is
organized under the Texas Business Organization Code, as amended (the "Code"). These
Bylaws amend and restate, in their entirety, the previous Bylaws of the church, as amended.

CONSTITUTION

ARTICLE I
STATEMENT OF FAITH AND MISSION AND PURPOSE

Southmont Baptist Church was organized in 1979, in Denton, Denton County, Texas, and was
formed as one church body serving Christ in our community and around the world.

Section 1. Statement of Faith. The Holy Bible is the inspired Word of God and is the basis for
our statement of faith. The church subscribes to the most recent doctrinal statement of the
Baptist Faith and Message as adopted by the Southern Baptist Convention. We band ourselves
together as a body of baptized believers in Jesus Christ personally committed to sharing the
good news of salvation to lost mankind. The ordinances of the church are believer's baptism
and the Lord's Supper.

Section 2. Mission and Purpose. The mission and purpose of this church is to know Christ, to
make Him known to all people and to seek the salvation of all souls everywhere. The church
will pursue this goal through the public worship of God, the preaching of the gospel of His Son
Jesus Christ, personal evangelism, and any other appropriate means. The church promotes
missionary endeavors, family unity, love, and the development of character centered in
Christian principles, and nurtures its members through a ministry of Christian education. (Matt.
28:16-20)
 ARTICLE II
ORDINANCES OF THE CHURCH

As Baptists, this congregation recognizes two ordinances of the church: believer's baptism and
the Lord's Supper. The ordinance of baptism will be administered by the Senior Pastor of
Southmont Baptist Church, or in his absence, a senior pastoral staff member or his designee.
The ordinance of the Lord's Supper may be conducted only by a pastor or deacon of the church
acting under the authority of the church.

Section 1. Believer's Baptism. Believer's baptism is the total immersion of a believer in water
in the name of the Father, the Son, and the Holy Spirit. It is an act of obedience symbolizing
the believer's faith in the crucified, buried, and risen Savior, the believer's death to sin, the
burial of the old life, and the resurrection to walk in the newness of life in Christ Jesus. It is a
testimony of one's faith in the resurrection of Christ, and is a prerequisite to the privileges of
church membership. (Matt 28:18-20)

Section 2. Lord's Supper. The Lord's Supper is a symbolic act of obedience whereby baptized
believers, through partaking of the bread and the fruit of the vine (symbols of the body and
blood of Jesus Christ), memorialize the death, burial and resurrection of the Redeemer and
anticipate His second coming. We invite all present who profess Jesus Christ as their Savior to
participate with us. (Luke 22:19)

ARTICLE III
CHURCH GOVERNMENT

Section 1. Policies. All church policies derive from the congregation. The Senior Pastor, as
first among equals, may lead by encouragement, personal example, teaching, and other
appropriate forms of expression.

Section 2. Church Affairs. The conduct of church affairs is to be authorized by the

congregation in all regularly scheduled Church Business Meetings as described in the Bylaws to
this Constitution. No fund raising activities, other than annual mission-related programs, may
be undertaken without previous approval by the Finance Committee and an executive staff
member (Senior Pastor, Executive Pastor).

Section 3. Church Advisory Council. The Church Advisory Council shall serve as the principal
advisory group to the church and to the Senior Pastor on planning issues. Although an ad hoc
committee shall develop long-range plans, the Church Advisory Council shall regularly monitor
the church's progress in meeting the goals of its long-range plans. The Moderator of the
church is the presiding officer of the Church Advisory Council. Its membership is fixed and is
comprised of the Senior Pastor, church officers (Moderator, Vice-Moderator, Church Clerk,
Treasurer, and Parliamentarian), Chair of the Deacon body, Chairs of all standing committees
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(Finance, Missions, Committee on Committees, Personnel, Properties and Grounds), and three
At-Large Members. Any committee chair can designate a substitute member of their
committee to fill in for him/her on the Church Advisory Council in a non-voting capacity in their
absence. Husbands and wives shall not serve on the Church Advisory Council at the same time.
The Church Advisory Council meets only as needed and is convened either by the Senior
Pastor, Moderator, Deacon Chair, or Chair of any standing committee. Any action brought
before the Church Advisory Council would require a two-thirds majority vote of the Church
Advisory Council membership to pass.

It is the responsibility of the Church Advisory Council to select six (6) people to serve on the
Committee on Committees (COC). A seventh member is to remain on the committee from the
prior year and serve as chair on the new committee. The chair is elected by the members of
the outgoing COC. This process must begin at the April Advisory Council meeting. The six COC
nominees will then be voted on at the June regularly scheduled Business Meeting. The term
of office for the COC is one year (July 1 through June 30). (ref. Section 8.13(C))

Section 4. Deacons. The Deacons of Southmont Baptist Church are chosen by the
congregation to serve the church, assist the Pastor and staff, and lead by example in reaching
the world for Christ. The duties, qualifications, and policies are those that will be formulated
by the Deacon body, approved by the congregation (Acts 6:3), and recorded in the Deacon
Handbook.

Section 5. Amendments and Revisions.

5.1 Amendments. Amendments to this Constitution may be initiated by the submission of a

written proposal from any church member to the Church Clerk.

(A) After the submission of the written proposal, it must be read aloud at the next regularly
scheduled Church Business Meeting. An explanation and clarification must be given as to the
purpose or reason for the amendment. Modification and debate of the proposed amendment
are not in order at this first reading.

(B) By the Sunday following the first reading, copies of the proposal will be available online
and/or by hard copy for all members of the congregation.

(C) At the next regularly scheduled Church Business Meeting following the first reading, a
second reading of the proposal must occur. Discussion of the proposal is now in order, as are
motions to amend the proposal. Following discussion, a secret ballot vote will be taken at the
discretion of the Moderator and/or the Senior Pastor to approve or disapprove the proposal as
amended. Two thirds of the members present and constituting a quorum, as defined in the
Bylaws Article 5.07(D), are required to adopt the proposal, as amended in discussion. If the
proposal fails, it will be sent back to its originator.

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5.2 Revisions. This Constitution may be revised by an ad hoc committee appointed for that
purpose by the Church Advisory Council.

(A) Upon completion, the revised document shall be announced as completed by the
responsible committee at a regularly scheduled Church Business Meeting. Printed copies will
be made available to church members at that time. Online copies should be made available on
the church website within forty-eight (48) hours of presentation to the church. Modification
and debate of the proposed revisions are not in order at the time of announcement and initial
presentation.

(B) At the next regularly scheduled Church Business Meeting, discussion of the revisions will
be in order, as are motions to amend the revised document. Voting will be made individually
on each amendment moved from the floor, if any. Once all floor amendments are approved or
rejected, the amended revision will be presented for vote. Two-thirds of the members present
are required to adopt the revised Constitution and Bylaws. If the proposal fails, the church will
continue operations under the current Constitution and Bylaws.

(C) If the revised document is not adopted, there shall be a vote taken on whether the current
ad hoc committee shall continue its efforts and re-present as in (A) above, or whether the
committee shall be dissolved. Dissolving the committee will in no way prevent the Church
Advisory Council from appointing other ad hoc committees for future revisions.

Article IV
MEMBERSHIP

The membership of Southmont Baptist Church shall consist of persons who confess faith in the
Lord Jesus Christ as their personal Savior, have been baptized by immersion, have given
evidence of that faith by living lives consistent with their profession of faith within the doctrine
and practice of the church, and have been received into membership in accordance with these
Bylaws.

Article V
MARRIAGE POLICY

Southmont Baptist Church believes that, according to the Bible, marriage is a sacred union
between one man and one woman. No pastor, staff member, or other person shall perform a
marriage ceremony between persons of the same sex, nor can the church facilities be used for
purposes of a marriage ceremony or other celebration of a marriage between persons of the
same sex.

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 AMENDED AND RESTATED BYLAWS

ARTICLE 1
NAME AND PRINCIPAL OFFICE

The name of this religious nonprofit organization is Southmont Baptist Church, Inc. The
principal office of the church in the State of Texas shall be located in Denton, Denton County,
Texas. The membership of the church shall have full power and authority to change any office
from one location to another, either in Texas or elsewhere. The church shall comply with the
requirements of the Code and maintain a registered office and registered agent in Texas. The
registered office may be, but need not be, identical with the church's principal office in Texas.
The membership may change the registered office and the registered agent as provided in the
Code.

ARTICLE 2
AUTONOMY

The church is autonomous and maintains the right to govern its own affairs, independent of
any denominational control; however, in recognizing the benefits of cooperation with other
churches in world missions and otherwise, this church may voluntarily affiliate with any church
(Christian churches and ministries) of like faith sharing Baptist goals and purposes. This
church, from time to time, voluntarily affiliates with the Southern Baptist Convention in its
national, state, and local expressions, as well as the Baptist General Convention of Texas, Inc.,
in its state and local expressions.

ARTICLE 3
PURPOSES

The corporation is formed for any lawful purpose or purposes not expressly prohibited under
Title 1, Chapter 2, or Title 2, Chapter 22 of the Code, including any purpose described by
Section 2.002 of the Texas Business Organization Code. The corporation is organized and shall
be operated exclusively for religious, charitable, and educational purposes within the meaning
of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Notwithstanding the
foregoing, the corporation's purposes also include the limited participation of the corporation
in any other activities, including taxable activities, but only to the extent the activities would be
permitted by a tax-exempt organization. More particularly, but without limitation, the
purposes of this corporation are:

(A) to promote the Christian religion by any appropriate form of expression, within any
available medium, and in any location, through the corporation’s combined or separate
formation of a church, ministry, charity school, or charitable institution, without limitation;

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 (B) to engage in religious worship and to promote the spiritual development and well-being of
individuals;

(C) to ordain, employ, and discharge ordained ministers of the gospel, and others, to conduct
and carry on divine services at the place of worship of the corporation and elsewhere;

(D) to collect and disburse any and all necessary funds for the maintenance of said corporation
and the accomplishment of its purpose within the State of Texas and elsewhere;

(E) to make distributions to organizations that qualify as exempt organizations under Section
501(c)(3) of the Internal Revenue Code of 1986, as it now exists or as it may hereafter be
amended; and,

(F) to promote, encourage, and foster any other similar religious, charitable, and educational
activities; to accept, hold, invest, reinvest and administer any gifts, legacies, bequests, devises,
funds, and property of any sort or nature; and to use, expend, or donate the income or
principal thereof for, and to devote the same to, the foregoing purposes of the corporation; and,
to do any and all lawful acts and things which may be necessary, useful, suitable, or proper for
the furtherance of accomplishment of the purposes of this corporation. No act may be
performed which would violate Section 501(c)(3) of the Internal Revenue Code of 1986, as it
now exists or as it may hereafter be amended.

ARTICLE 4
POWER AND RESTRICTIONS

Except as otherwise provided in the Certificate of Formation and these Bylaws, and in order to
carry out the above-stated purposes, the corporation shall have all those powers set forth in
the Code, as it now exists or as it may hereafter be amended. Moreover, the corporation shall
have all implied powers necessary and proper to carry out its expressed powers. The powers of
the corporation to promote the purposes set out above are limited and restricted in the
following manner:

(A) The corporation shall not pay dividends, and no part of the net earnings of the corporation
shall inure to the benefit of or be distributable to its organizers, officers or other private
persons, except that the corporation shall be authorized and empowered to make payments
and distributions (including reasonable compensation for services rendered to or for the
corporation) in furtherance of its purposes as set forth in the Certificate of Formation or these
Bylaws. No substantial part of the activities of the corporation shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and the corporation shall not
participate in, or intervene in (including the publication or distribution of statements) any
political campaign on behalf of any candidate for public office. Notwithstanding any other
provisions of the Certificate of Formation or these Bylaws, the corporation shall not carry on any
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 other activities not permitted to be carried on by (i) a corporation exempt from Federal Income
Tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or
corresponding provisions of any subsequent federal tax laws, or, (ii) a corporation,
contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code
of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.

(B) In the event this corporation is in any one year a "Private Foundation" as defined by
Section 509(a) of the Internal Revenue Code of 1986, as amended, or corresponding provisions
of any subsequent federal laws, it shall be required to distribute its income for such taxable
year at such time and in such manner as not to subject the foundation to taxation under
Section 4942 of the Internal Revenue Code of 1986, as amended, or corresponding provisions
of any subsequent federal tax laws; and further, shall be prohibited from: (i) any act of "self
dealing" as defined in Section 4941(D) of the Internal Revenue Code of 1986, as amended, or
corresponding provisions of any subsequent federal laws; (ii) retaining any "excess business
holdings" as defined by Section 4943(c) of the Internal Revenue Code of 1986, as amended, or
corresponding provisions of any subsequent federal tax laws; (iii) making any investments in
such manner as to subject the foundation to taxation under Section 4944 of the Internal
Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax
laws; or, (iv) making taxable expenditures as defined in Section 4945(d) of the Internal
Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax
laws.

(C) The corporation shall not accept any gift or grant if the gift or grant contains major
conditions which would restrict or violate any of the corporation's religious, charitable, or
educational purposes, or if the gift or grant would require serving a private as opposed to a
public interest.

ARTICLE 5
MEMBERSHIP AND MEETINGS

5.01 Management of the Church. Pursuant to Section 22.202 of the Texas Business Organizations
Code and as provided for in the church's Amended and Restated Certificate of Formation, the
power to manage and govern the affairs of the church is vested in the members of the
corporation, as herein defined.

5.02 Membership. Membership of Southmont Baptist Church shall consist of members who have
met the qualifications of membership as set forth below and are listed on the membership roll
(hereinafter referred to as "members" or "membership"). A person may offer himself or
herself as a candidate for membership in the church at its invitation or other official church
function, and shall be presented to the church body by a staff member or the Moderator.
These candidates will be received into membership by a majority vote of the church at the
time of presentation in a regularly scheduled Church Business Meeting.

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5.03 Qualifications for Membership. The minimum qualifications for Southmont Baptist Church
membership are as follows:

(A) a personal commitment of faith in Jesus Christ for salvation;

(B) either baptism following profession of faith as a testimony of salvation, letter of

recommendation from any Baptist church of like faith and order, or statement that the person
has been baptized by immersion following profession of faith; and,

(C) a commitment to abide by the church's Bylaws. It shall be the responsibility of each
member to study and obey the Holy Scriptures, to support the programs and affairs of this
church, and to love and prayerfully support the church staff and fellow members of this church
body.

5.04 Rights of Members. All members present who are 18 years of age and older are entitled to
vote at elections at all Church Business Meetings. Unless specified otherwise, the outcome of
all votes shall be decided by a majority of the members present.

5.05 Termination and Dismissal of Members. Members shall be removed from the church roll for
the following reasons: (a) by personal request of the member; (b) the transfer of membership
to another church; (c) death; or, (d) termination of membership. The church may terminate a
person's membership when, in the opinion of the membership, the member's life and conduct
is not in accordance with membership in such a way that the member hinders the influence of
the church in the community. Exclusion is a last resort for those members who refuse
reconciliation. Any member affected thereby shall have the right to be heard by the church
body before any action, discipline, or exclusion from the membership of the church may be
taken. Dismissal of church membership shall require the majority vote of the membership
present at a regularly scheduled Church Business Meeting. (Matt. 18:15-17)

5.06 Restoration of Membership. Dismissed members may be restored by the membership

according to the spirit of II Corinthians 2:7-8 and Galatians 6:1, when their lifestyles are judged
to be in accordance with Article IV of the Constitution. Restoration of church membership
shall require the vote of two thirds of the members present at a regularly scheduled Church
Business Meeting.

5.07 Church Business Meetings. Unless otherwise stated herein, meetings of the church members
shall be held in the main sanctuary of the church or such other place or places as may be
designated from time to time by the Senior Pastor and/or Moderator.

(A) Regular Church Business Meetings. Regularly scheduled Church Business Meetings shall
be held at least two times per quarter. The time and place of these meetings shall be
announced by written notification at least ten days prior to the meeting.

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 (B) Called Business Meetings. Called Business Meetings shall be called by the Senior Pastor,
the Chair of the Deacons, the Chair of any standing committee, or the Moderator. Called
Business Meetings may be called at any time provided written notification is given in a regular
church service ten days prior to the Called Business Meeting stating the purpose, time, and
location. No other business shall be discussed except for that which the meeting was called.

(C) Moderator. The Moderator shall conduct all Church Business Meetings as established in
these Bylaws. In the Moderator's absence, the Vice-Moderator shall serve as Moderator pro
tempore.

(D) Quorum. In regularly scheduled Church Business Meetings, the quorum shall consist of
the members present. Called Business Meetings shall require a minimum of 50 members
present to constitute a quorum.

(E) Voting. All members present who are 18 years of age and older may vote on the matters
of business that are properly presented at all Church Business Meetings. A vote of the
membership duly taken and recorded shall, by a majority vote, constitute the binding position
of the membership on any motion, resolution, or any transaction of business. A vote may be
taken in the appropriate manner decided on by the Moderator, except that votes related to
persons nominated for a position shall be by written secret ballot.

(F) Proxies. Voting by proxy is prohibited.

(G) Absentee Voting. Absentee voting is prohibited.

5.08 Notice of Religious Gatherings. All church meetings are private religious gatherings. The
church reserves the right to limit attendance to the membership and guests and may take any
and all necessary actions against disruptive persons.

ARTICLE 6
PASTOR/OFFICERS/AT-LARGE MEMBERS

6.01 Senior Pastor. The Senior Pastor of the church is responsible for leading the church in
accordance with Biblical principles as set forth in the New Testament. The Baptist Faith and
Message shall be a general guide for understanding the interpretation of the New Testament.
As such, the Senior Pastor shall be the leader of the church congregation, the church staff, all
church organizations and all church ministries to accomplish the New Testament purposes of
the church. The Senior Pastor is expressly authorized to do all things necessary and proper to
fulfill the above-described leadership position and to fulfill all duties incidental to the role of
Senior Pastor. The Senior Pastor or his designee shall complete necessary background checks
on church staff and volunteers.

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6.02 Removal of Senior Pastor. The Senior Pastor is considered an "at will" employee. There will
be no contract entered into that changes the status of an "at will" employee. The
congregation, at a Called Business Meeting, can remove the Pastor by a two-thirds secret
ballot vote of the members present.

6.03 Officer Positions.

(A) The officers of the Southmont Baptist Church corporation are: President, Corporate
Secretary, and Treasurer.

(B) The officers of the church are: Moderator, Vice-Moderator, Church Clerk, Treasurer,
Parliamentarian, and any other officers chosen at the discretion of the membership.

6.04 Election and Term of Office. All officers of the church shall be elected to office by the
membership at a regularly scheduled Church Business Meeting or a Called Business Meeting
called for the purpose of electing that officer. Any candidate for an officer position must have
been a member of Southmont Baptist Church for a minimum of two years by the time the
member takes office. The term of office of all officers shall be one year; however, such officers
may serve consecutive terms not exceeding three years. A full term constitutes any term
started before July 1 of any calendar year.

6.05 Removal of Officers. Officers may be removed, with or without cause, by a majority vote of
the members present at a regularly scheduled Church Business Meeting or a Called Business
Meeting.

6.06 Resignation of Officers. Any officer may resign at any time, preferably by giving written notice
to the corporation. Any such resignation shall take effect on the date of the receipt of such
notice, or at any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

6.07 President/Vice-Moderator. The President/Vice-Moderator shall serve at the wishes of the

corporation and serve as Moderator in the absence of the Moderator. One person will serve
simultaneously in these two positions. In the absence of the Moderator and Vice-Moderator,
the Parliamentarian shall serve as Moderator.

6.08 Corporate Secretary/Church Clerk. The Corporate Secretary shall serve at the wishes of the
corporation. The Church Clerk takes the minutes of all church meetings and other
organizations as requested, verifies a quorum at church meetings, and performs other duties
appropriate to the office or as requested by the Senior Pastor and/or Moderator. One person
will serve simultaneously in these two positions.

6.09 Treasurer. The Treasurer shall serve at the wishes of the corporation. The Treasurer
represents the church in its financial management. The Treasurer will assist the Finance
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 Committee and the church staff in preparing an annual budget proposal. The church shall have
its financial statements reviewed at least every 5 years by a Certified Public Accounting firm
selected by the Finance Committee and the Treasurer.

6.10 Moderator. The Moderator of the church is the presiding officer of the Church Advisory
Council and all Church Business Meetings. The Moderator shall establish the agenda,
protocol, and meeting place for each meeting according to these Bylaws and Robert's Rules of
Order. The Moderator is an officer of the church, but not an officer of the corporation.

6.11 Parliamentarian. The Parliamentarian ensures that Church Business Meetings are conducted
orderly, referencing Robert's Rules of Order, and according to the Constitution and Bylaws of
the church. At any church Business Meeting, in the absence of the Moderator and Vice-
Moderator, the Parliamentarian shall serve as Moderator. The Parliamentarian is an officer of
the church, but not an officer of the corporation.

6.12 At-Large Members. Three At-Large Members shall be nominated by the Committee on
Committees and elected by the congregation to represent the whole membership of the
church on the Church Advisory Council (ARTICLE III, Section 3 of the Constitution). An At-Large
Member shall be elected for a term of one year with an option for one consecutive (second)
year if nominated and re-elected to this position by the congregation. An At-Large Member
who serves two years is not eligible for election again until after the lapse of one year. A full
term constitutes any term started before July 1 of any calendar year. An At-Large Member
candidate shall have been a member of the church for at least one year immediately prior to
the start of their term. They may not hold another position on the Church Advisory Council at
the same time they are an At-Large Member, but they may hold a non-Church Advisory Council
membership simultaneously (e.g., as a member of a standing committee or an ad hoc
committee). The termination provisions of ARTICLE 8, Section 8.05 of these Bylaws apply to
At-Large Members as well.

6.13 Vacancies. A vacancy in any office shall be filled by nomination from the Committee on
Committees and voted on in a regularly scheduled Church Business Meeting. At that time,
church members shall have the opportunity of nominations from the floor. The vote will be
buy written secret ballot.

ARTICLE 7
DEACONS

The Deacons of Southmont Baptist Church are ordained individuals and chosen by the
congregation to serve the church in ministry and lead by example in reaching the world for
Christ. The selection, duties, qualifications, and policies are those stated in the current Deacon
Handbook approved by the congregation. (Acts 6:3)

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 ARTICLE 8
COMMITTEES

8.01 Number of Committees. For administrative purposes, the church shall organize itself by
committees to accomplish its mission and tasks. By vote of the congregation, the church shall
establish, alter or discontinue such committees as deemed necessary to efficiently carry on the
work and progress of the church. The church shall have the following standing committees:
Finance, Missions, Committee on Committees, Personnel, and Properties and Grounds. Each
standing committee will determine its own meeting schedule; the only requirement is that
each committee must meet at least once each quarter in order to present a report at a
regularly scheduled Church Business Meeting. All committee members shall be at least 18
years of age.

8.02 Delegation of Authority. If the church members establish or delegate any of their authority to
a committee, it shall not relieve the members of any responsibility imposed by these Bylaws or
otherwise imposed by law by virtue of their role as the governing authority of the church.

No committee (except as identified in Sec. 8.13 (A) (iii) below) will have the authority to: (a)
amend the Certificate of Formation; (b) adopt a plan of merger or a plan of consolidation with
another church; (c) authorize the purchase, sale, mortgage, lease, or transfer of any real
property of the church and any other property having a value in excess of five-thousand dollars
($5,000); (d) authorize the voluntary dissolution of the church; (e) revoke proceedings for the
voluntary dissolution of the church; (f) adopt a plan for the distribution of the assets of the
church; (g) amend, alter, or repeal these Bylaws; (h) elect, appoint, or remove a member of a
committee or an officer of the church; (i) approve any transaction to which the church is a
party and which involves a potential conflict of interest as defined in paragraph 10.02 below;
or, (j) take any action outside the scope of authority delegated to it by the members or in
contravention of the Code.

8.03 Committees. Committees shall only perform those functions as authorized by the church
members. The membership of the church shall define, by resolution, the scope of activities
and the qualifications for membership on all committees.

8.04 Election of Committees. To encourage participation of the church membership, the

Committee on Committees (COC) shall make an effort to keep all committees balanced by age,
race, and gender. Also, the COC shall take into account the appropriate skills and experiences
that a person will bring to a committee.

(A) Committee members will serve on a rotating basis with approximately one third being
elected each year. The terms of each standing committee (except the Committee on
Committees) will be from January 1 through December 31 of each year. The term of the COC is
from July 1 through June 30 of each consecutive year.

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 (B) A slate of nominees for all church standing committees, except for the Committee on
Committees (COC), shall be prepared by the COC and presented at a regularly scheduled
Church Business Meeting for approval. At this time, nominations from the floor may be added
to the slate; after this, the church vote will determine committee membership. The officers of
the new committee will need to be elected by the new committee prior to the January
Advisory Council meeting.

(C) No member may serve on the same committee for more than three consecutive years
unless the church specifically decides otherwise, though each may be eligible for re-election
after the lapse of at least one year. A full term constitutes any term started before July 1 of
any calendar year.

(D) All committee members shall be members of the church for a minimum of six months
immediately prior to serving on a committee.

(E) The size of each committee shall be recommended to the church by the Committee on
Committees; however, each committee shall consist of 7 or more persons.

(F) No person shall serve on more than one standing committee at a time except as may be
established elsewhere in these Bylaws.

(G) Husbands and wives shall not serve on the same committee at the same time.

(H) Recommendations made to the church in the name of a committee shall first have been
approved by a majority of the committee members present at a committee meeting during
which such recommendations were voted upon, as long as a quorum was present.

8.05 Termination. The term of any committee member may terminate early if the committee is
terminated, if the member dies, resigns, or is removed as a member of the church. If an
occasion occurs when a member needs to be removed from a committee and none of the
aforementioned reasons apply, the following shall take place:

(A) The committee chair or vice-chair and another member of the committee shall try to
resolve the issue with the committee member;

(B) Failing (A) above, the committee chair or vice-chair and the Senior Pastor shall again try to
resolve the issue with the committee member;

(C) Should both of the above fail, the Senior Pastor and another member of the ministerial
staff shall speak with the committee member one further time to try and resolve the matter,
pointing out to the committee member that if it is still not resolved, it will be taken before the
church in a regularly scheduled Church Business Meeting;

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 (D) If, after all previously stated efforts are concluded and the matter is still unresolved, the
issue shall be presented to the church as a recommendation from the involved committee for
church resolution; and,

(E) If any person remains dissatisfied, they may seek arbitration (see Article 13.07 of this
document).

A vacancy on a committee may be filled by a recommendation made in the same manner as

the original member. A person filling a vacancy on a committee shall serve for the unexpired
portion of the terminated committee member's term.

8.06 Chair and Vice-Chair. Unless otherwise expressly stated herein, one member of each
committee shall be elected as the chair, and another member shall be elected as vice-chair by
the newly-seated committee members at the first scheduled committee meeting. The chair
shall call and preside at all meetings. When the chair is absent, is unable to act, or refuses to
act, the vice-chair shall perform the duties of the chair. When a vice-chair acts in place of the
chair, the vice-chair shall have the same powers and restrictions as the chair.

8.07 Quorum. A majority of members of a committee must be present to constitute a quorum for
the transaction of business at any committee meeting. No action may be approved without
the vote of at least a majority of the number of members required to constitute a quorum.

8.08 Committee Voting. Standing committees shall meet at a designated time and place to vote on
matters of business. In urgent matters, the chair will have the authority to conduct electronic
voting. All voting issues and results must be reflected in the committee meeting minutes.

8.09 Actions. Committees shall try to take action by consensus. The vote of a majority of members
present and voting at committee meetings at which a quorum is present shall be sufficient to
constitute the act of the committee unless the act of a greater number is required by these
Bylaws.

8.10 Committee Minutes. All standing committees shall keep accurate minutes of meetings,
following Robert's Rules of Order in order that proper transmission of information can be made
to the church as called upon during all Church Business Meetings. A summary of such minutes
shall be available at the church on a timely basis.

8.11 Ad Hoc Committees. The church may establish ad hoc committees as required to accomplish a
specific project or task. Such committees shall continue until such project or task is completed
or the congregation determines that the committee is no longer required. The Committee on
Committees shall nominate individuals, including a chair, to serve on such committees except
for the members of the Pastor Search Committee. Each individual must have been a church
member for a minimum of six months immediately prior to serving, and there shall be no
husbands and wives on the same ad hoc committee. If any other committee members serving
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 as advisors or consultants attend an ad hoc committee meeting, they do not have voting
privileges within that ad hoc committee meeting.

8.12 Pastor Search Committee. In the event of a vacancy, for any reason, in the office of the Senior
Pastor, the members shall adopt a resolution establishing a Pastor Search Committee (PSC).
The election of the PSC will begin upon the recommendation of the Church Advisory Council
with at least a two-thirds majority vote of those present in favor of beginning the process of
creating a PSC. The church will seek assistance in preparing the church to select a PSC from the
Interim Pastor or another outside source such as the Denton Baptist Association. Once the
church is prepared, the members will prayerfully nominate members of the church to serve on
the PSC.

The Chair of the Deacons will create a three-deacon committee to vet the nominations based
on the biblical principles found in 1 Timothy 3:1-7, 11, which include, but are not limited to,
being above reproach, faithful in marriage, self-controlled, respectable, not given to
drunkenness, not a recent convert, has a good reputation, and is trustworthy. The Deacons,
along with assistance from the Church Clerk, will ensure that the nominees have been a
member of the church for at least one year immediately prior, are at least 18 years old, and
have a willingness to serve on the committee.

After the list of nominees is complete, the Church Advisory Council will call a Called Business
Meeting to vote on the available nominees. The church will elect 5 members to serve on the
PSC and two alternates. The committee shall consist of a minimum of 2 women and. 2 men.
The alternates shall be one of each gender. No husbands and wives may serve on the PSC.

Once the committee has been selected, the PSC will undergo an appropriate amount of
training to fulfill the role of selecting a Senior Pastor. The recommendation of the PSC shall
constitute a nomination for a Senior Pastor. After a formal presentation to the church, the
church will vote by secret ballot to confirm the calling of a Senior Pastor. A three-fourths
majority vote of the members present at a Called Business Meeting is necessary to issue a call
to a pastoral nominee.

8.13 Responsibilities of Standing Committees. Each standing committee must prepare and submit
for church approval its policies and procedures document(s). These documents shall be
submitted to the Advisory Council annually for review.

(A) Finance Committee. The Finance Committee shall:

(i) meet prior to each regularly scheduled Church Business Meeting to consider the
financial condition of the church;

(ii) prepare annually a proposed budget including local expenses, education, missions,
salaries, and benevolences, and shall submit same to the church at a regularly
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 scheduled Church Business Meeting at least thirty (30) days prior to the beginning of
the calendar year;

(iii) approve all bids and expenditures up to fifteen thousand dollars ($15,000) that are
not specifically listed in the annual budget;

(iv) work with the Treasurer and staff personnel responsible for financial administration
in the preparation and presentation to the church of required reports regarding the
financial affairs and financial management of the church;

(v) adhere to the policy of there being no fund raising activities undertaken, other than
annual mission-related programs, without prior approval by the Finance Committee
and an executive staff member (Senior Pastor, Executive Pastor);

(vi) consult and coordinate with any and all other committees in preparation of the
annual budget;

(vii) have the church's financial statements reviewed at least every 5 years by a
Certified Public Accounting firm selected by the Finance Committee and the Treasurer.
A monthly review of the general ledger and bank reconciliation will be completed by a
CPA firm, and a more extensive review will be completed by a CPA firm at a minimum
of every 5 years; and,

(viii) keep the church properties and its contents insured.

(B) Missions Committee. The Missions Committee is to have the oversight of mission work
undertaken and conducted by the church, and shall:

(i) provide ways and means of instructing and enlisting the missionary interests of the
church body in building up the Kingdom of God (Matt. 28:19-20);

(ii) work with the Senior Pastor in lifting the missions awareness of the congregation
through action projects and educational programs/speakers;

(iii) coordinate all special denominational emphases (Mary Hill Davis, Annie Armstrong,
Lottie Moon and similar offerings). All mission projects carried out in the name of
Southmont Baptist Church will be subject to the Missions Committee review and
church approval; and,

(iv) provide a monthly report regarding committee disbursements by amounts and

recipients.

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(C) Committee on Committees. The report of the Committee on Committees (COC) is subject
to the approval of the church and shall be in the form of a recommendation to the church. At
that time, church members shall have the opportunity of nominations from the floor. This
committee shall:

(i) be composed of seven members and will be selected by the Church Advisory Council
and presented to the church for approval before July 1 of each year;

(ii) have one person from the preceding year be elected by that committee to move
forward to the new COC and serve as chair, if possible;

(iii) inform a person appointed to fill a vacancy on a committee that they shall serve for
the unexpired portion of the vacating member's term;

(iv) seek interested persons according to the appropriate skills and experiences they
will bring to a committee. The COC shall make an effort to keep all committees
balanced by age, race, and gender; and,

(v) nominate corporate officers, church officers, and committee personnel as needed,
including: President/Vice-Moderator, Corporate Secretary/Church Clerk, Treasurer,
Moderator, Parliamentarian, Finance Committee members, Missions Committee
members, Personnel Committee members, Properties and Grounds Committee
members, and ad hoc committee members. The COC will also nominate Advisory
Council At-Large Members as needed. At that time, church members shall have the
opportunity of nominations from the floor.

(D) Personnel Committee. The Personnel Committee shall:

(i) cooperate with the Senior Pastor and the Executive Pastor, in the selection and
hiring of all staff employees;

(ii) be responsible for all matters related to job performance, employee benefits,
and/or changes to the job responsibilities of church employees;

(iii) make annual recommendations to the proper bodies regarding salaries and
benefits;

(iv) make recommendations to the church regarding the creation or deletion of staff
positions;

(v) develop and keep current job descriptions for all church staff;

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 (vi) act as a liaison among all members of the church staff and between the staff and
the congregation when there are grievances, develop a grievance policy approved by
the church, and seek amicable mediation for such procedures;

(vii) initiate any disciplinary or termination actions necessary using the procedural
guidelines developed by the Personnel Committee and approved by the church;

(viii) mediate employee grievances; and,

(ix) periodically assess the adequacy of the church's liability issues relating to
personnel.

(E) Properties and Grounds Committee. This committee shall:

(i) be responsible for the care and maintenance of all real and movable assets owned or
leased by the church;

(ii) be responsible for keeping the property in good repair, and make arrangements for
such alterations as may be voted on by the church;

(iii) identify and qualify contractors, as may be needed, for orderly maintenance of
church property. Confirm, via the Finance Committee, that the required funds are
available, and recommend a contractor and bid price. Upon completion of the work,
verify that the work has been done in a satisfactory manner, and recommend that the
allocated funds be disbursed; and,

(iv) refer to the Finance Committee for joint recommendations to the church, all matters
of major repair or improvement and the purchase of major items of equipment.

8.14 Ministry Groups. Ministry groups are ultimately responsible to the will of the congregation of
Southmont Baptist Church. The teams consist of volunteers who aid various ministries to meet
their goals in practical ways and who are not elected by the congregation. Their purpose is:

(i) to provide opportunities for members to be encouraged to grow spiritually; and,

(ii) to develop Godly friendships through Bible study, prayer groups, missions
education, outreach ministry, and various other special events.

ARTICLE 9
TRANSACTIONS OF THE CHURCH

9.01 Contracts and Legal Instruments. Subject to Article 10, the members will authorize an
individual officer of the corporation to enter into a contract or execute and deliver any
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 instrument in the name of and on behalf of the church. This authority may be limited to a
specific contract or instrument, or it may extend to any number and type of possible contracts
and instruments.

Only the officers of the corporation, acting jointly, may purchase, sale, mortgage, lease or
transfer any real property of the church, and only with the explicit authorization of the
congregation in a Called Business Meeting. The action will require a two-thirds majority vote
of the members present to pass. Written signed ballots are required to prevent duplicate
votes. The record of the congregational vote on such issues must be affirmed by the Church
Clerk in a statement authorizing the officers to carry out the transaction.

9.02 Deposits. All funds of the church shall be deposited to the credit of the church in banks, trust
companies, or other depositories that the Finance Committee and/or Treasurer select.

9.03 Gifts. The Finance Committee and/or Treasurer may accept or decline on behalf of the church
any contribution, gift, bequest, or devise for the general purposes or any special purpose of
the church including, but not limited to, gifts of money, annuity arrangements, securities, or
other tangible and intangible personal property, real property, and interests therein. The
members may make gifts and give charitable contributions that are not prohibited by these
Bylaws, the Certificate of Formation, state law, or any requirements for maintaining the
church's federal and state tax status.

9.04 Ownership and Distribution of Property.

(A) The church shall hold, own, and enjoy its own personal and real property, without any
right of reversion to another entity, except as provided in these Bylaws.

(B) "Dissolution" means the complete disbanding of the church so that it no longer functions
as a congregation or as a corporate entity. Upon the dissolution of the church, its property
shall be applied and distributed as follows: (1) all liabilities and obligations of the church shall
be paid and discharged, or adequate provision shall be made therefore; (2) assets held by the
church upon condition requiring return, transfer, or conveyance, which condition occurs by
reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such
requirements; and, (3) assets received and not held upon a condition requiring return,
transfer, or conveyance by reason of the dissolution, shall be transferred to the Denton Baptist
Association, Inc., of Corinth, Texas that qualifies as an exempt organization under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of
any future United States Internal Revenue Law), and is engaged in activities substantially
similar to those of the corporation; this distribution shall be done pursuant to a plan adopted
by the members.

9.05 Approval of Purchases. The Finance Committee will approve all bids and expenditures up to
fifteen thousand dollars ($15,000) that are not specifically listed in the annual budget. No
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 other committee will have the authority to authorize the purchase, sale, mortgage, lease, or
transfer of any real property of the church or any other property having a value in excess of
five thousand dollars ($5,000). The executive staff (Senior Pastor, Executive Pastor) will have
the authority to spend up to five thousand dollars ($5,000) for non-budgeted items. Purchases
of assets in excess of fifteen thousand dollars ($15,000) shall be subject to prior approval of
the church members.

ARTICLE 10
CONFLICT OF INTEREST POLICY

10.01 Purpose. The purpose of the Conflict of Interest Policy is to protect the church's interest when
it is contemplating entering into a transaction or arrangement that might benefit the private
interest of a member of the church, or might result in a possible excess benefit transaction.
This policy is intended to supplement, but not replace, any applicable state and federal laws
governing conflicts of interest applicable to nonprofit and charitable organizations.

10.02 Definitions.

(A) Interested Persons. Any principal officer or member, who has a direct or indirect financial
interest, as defined below, is an interested person.

(B) Financial Interest. A person has a financial interest if the person has directly or indirectly,
through business, investment, or family:

(i) an ownership or investment interest in any entity with which the church has a
transaction or arrangement;

(ii) a compensation arrangement with the church or with any entity or individual with
which the church has a transaction or arrangement; or,

(iii) a potential ownership or investment in, or compensation arrangement with, any

entity or individual with which the church is negotiating a transaction or arrangement.

Compensation includes direct or indirect remuneration, as well as gifts or favors that are not
insubstantial. A financial interest is not necessarily a conflict of interest.

10.03 Procedures.

(A) Duty to Disclose. In connection with any actual or possible conflict of interest, an
interested person must disclose the existence of the financial interest and be given
opportunity to disclose all material facts to the members.

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 (B) Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest
and all material facts, and after discussion with the interested person, he or she shall leave the
regularly scheduled Church Business Meeting, while the determination of a conflict of interest
is discussed and voted upon. The remaining members shall decide if a conflict of interest
exists.

(C) Procedures for Addressing a Conflict of Interest.

(i) An interested person may make a conflict of interest presentation at a regularly

scheduled Church Business Meeting. After the presentation, he or she shall leave the
meeting during the discussion, and then the transaction involving the possible conflict
of interest will be voted on.

(ii) The Church Advisory Council may, when necessary, appoint a disinterested person
or committee to investigate alternatives to the proposed transaction or arrangement.

(iii) After exercising due diligence, the members shall determine whether the church
can obtain, with reasonable efforts, a more advantageous transaction or arrangement
from a person or entity that would not give rise to a conflict of interest.

(iv) If a more advantageous transaction or arrangement is not reasonably possible

under circumstances not producing a conflict of interest, the members shall determine
by a majority vote of the disinterested members whether the transaction or
arrangement is in the church's best interests, for its own benefit, and whether it is fair
and reasonable. In conformity with the above determination, it shall make its decision
whether to enter into the transaction or arrangement.

(D) Violations of the Conflicts of Interest Policy:

(i) If the members have reasonable cause to believe an individual member has failed to
disclose actual or possible conflicts of interest, they shall inform the member of the
basis for such belief and afford the individual member an opportunity to explain the
alleged failure to disclose.

(ii) If, after hearing the individual member's response and after making further
investigation as warranted by the circumstances, the membership determines the
individual member has failed to disclose an actual or possible conflict of interest, it
shall take appropriate disciplinary and corrective action.

10.04 Records of Proceedings. The minutes of the Church Business Meetings relating to a conflict of
interest shall contain:

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 (A) the names of the persons who were discussed or otherwise were found to have a financial
interest in connection with an actual or possible conflict of interest, the nature of the financial
interest, any action taken to determine whether a conflict of interest was present, and the
members' decision to whether a conflict of interest existed; and,

(B) the content of the discussion, including any alternatives to the proposed transaction or
arrangement, and a record of any votes taken in connection with the proceedings.

10.05 Compensation.

(A) A voting member of the congregation who receives compensation, directly or indirectly,
from the church for services is precluded from voting on matters pertaining to that individual
member's compensation.

(B) A voting member of any committee whose jurisdiction includes compensation matters and
who receives compensation, directly or indirectly, from the church for services is precluded
from voting on matters pertaining to that member's compensation.

(C) A voting member of the membership or any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly, from the church,
either individually or collectively, is prohibited from providing information to any committee
regarding compensation.

ARTICLE 11
BOOKS AND RECORDS

11.01 Required Books and Records. The church shall keep correct and complete books and records
of account: personnel records kept 7 years after an employee leaves; financial records kept for
10 years; and, historically significant records kept indefinitely.

11.02 Fiscal Year. The fiscal year of the church shall begin on the first day of January and end on the
last day of December in each year.

ARTICLE 12
INDEMNIFICATION

The corporation shall indemnify a person who was, or is threatened to be made a named
defendant or respondent in litigation or other proceedings because the person is, or was, an
officer or other person related to the corporation, and provided that person acted in good
faith and with due diligence in regard to church matters. The corporation may provide a trust
fund, insurance, or other arrangement to effectuate this article.

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 ARTICLE 13
MISCELLANEOUS PROVISIONS

13.01 Official Bible Use. Southmont Baptist Church accepts for official use any Bible translated into
English from the original languages by an interdenominational committee or team, so long as
the translation in question includes only (and all) of the sixty-six books of the Old Testament
and New Testament.

13.02 Amendments and Revisions to Bylaws.

A. Amendments to Bylaws. Amendments to these Bylaws may be initiated by the submission

of a written proposal from any church member to the Church Clerk.

Procedures
(1) After the submission of the written proposed amendment, it will then be read aloud at the
next regularly scheduled Church Business Meeting. An explanation and clarification must be
given as to the purpose or reason for the amendment. Modifications and debate of the
proposed amendment are not in order at the first reading.

(2) By the Sunday following the first reading, copies of the proposal will be available online or
by hard copy for all members of the congregation.

(3) At the regularly scheduled Church Business Meeting following the first reading, a second
reading of the proposed amendment must occur. Discussion and modifications of the proposal
are in order. The main motion, as amended, may then be voted on. Assuming the attendance
of a quorum, a two-thirds majority of those present and voting is required to amend these
Bylaws.

Implementation
Amendments to these Bylaws shall be in full force and in effect immediately upon their
approval and shall repeal, nullify and set aside any other articles, sections or language that are
contrary thereto.

B. Revisions to Bylaws. These Bylaws may be revised by an ad hoc committee appointed by

the Church Advisory Council.

Procedures
(1) Upon completion, the revised document shall be announced as completed by the
responsible committee at a regularly scheduled Church Business Meeting. Printed copies will
be made available to church members at that time. Online copies should be made available on
the church website within forty-eight (48) hours of presentation to the church. Modification
and debate of the proposed revisions are not in order at the time of announcement and initial
presentation.
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 (2) At the next regularly scheduled Church Business Meeting, discussion of the revisions will be
in order, as are motions to amend the revised document. Voting will be made individually on
each amendment moved from the floor, if any. Once all floor amendments are approved or
rejected, the amended revision will be presented for vote. Two-thirds of the members present
are required to adopt the revised Constitution and Bylaws. If the proposal fails, the church will
continue operations under the current Constitution and Bylaws.

(3) If the revised document is not adopted, there shall be a vote taken on whether the current
ad hoc committee shall continue its efforts and re-present as in (1) above, or whether the
committee shall be dissolved. Dissolving the committee will in no way present the Church
Advisory Council from appointing other ad hoc committees for future revisions.

Implementation
Revisions to these Bylaws shall be in full force and in effect immediately upon their approval
and shall repeal, nullify and set aside any other articles, sections or language that are contrary
thereto.

13.03 Construction of Bylaws. These Bylaws shall be interpreted in accordance with the laws of the
State of Texas. All references in the Bylaws to statutes, regulations, or other sources of legal
authority shall refer to the authorities cited, or their successors, as they may be amended from
time to time. If any Bylaws provision is held to be invalid, illegal, or unenforceable in any
respect, the invalidity, illegality, or unenforceability shall not affect any other provision, and
the Bylaws shall be interpreted as if the invalid, illegal, or unenforceable provision had not been
included in the Bylaws. The headings used in the Bylaws are used for convenience and shall not
be considered in interpreting the terms of the Bylaws.
13.04 Seal. The church may adopt a corporate seal.

13.05 Power of Attorney. A person may execute any instrument related to the church by means of a
Power of Attorney if an original executed copy of the Power of Attorney is provided to the
Church Clerk, and will be kept with the church records.
13.06 Parties Bound. These Bylaws shall be binding upon and inure to the benefit of the church
members, officers, employees, and agents of the church and their respective heirs, executors,
administrators, legal representatives, successors, and assigns except as otherwise provided in
these Bylaws.
13.07 Christian Alternative Dispute Resolution. In keeping with 1 Corinthians 6:1-8, all disputes
which may arise between any member of the church and the church itself, or between any
member of the church and any pastor, officer, employee, volunteer, agent, or other member
of this church, shall be resolved by mediation, and if not resolved by mediation, then by binding
arbitration under the procedures and supervision of the Rules of Procedure for Christian
Conciliation, Institute for Christian Conciliation, or similar faith-based mediation and arbitration
groups. In the event that the Institute for Christian Conciliation ceases to exist during the
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