BYLAWS OF CHIPPEWA VALLEY BIBLE CHURCH, INC.
(Adopted: May, 2007)
Article I. Identification
Section 1.01 Name.
The corporation’s name is Chippewa Valley Bible Church, Inc. (hereinafter referred to as “CVBC”). The corporation is also known as Chippewa Valley Bible Church and was previously known as Christian Gospel Chapel.
Section 1.02 Principal and Business Offices.
The principal and business offices of CVBC are 531 E. South Avenue, Chippewa Falls, WI 54729. The Board of Directors (hereinafter referred to as “Council of Elders”) may designate and change, as deemed necessary by the Council of Elders, the principal and business offices.
Section 1.03 Registered Agent and Office.
The registered agent of CVBC may be changed from time to time by or under the authority of the Council of Elders. The address of the CVBC’s registered office may be changed from time to time by or under the authority of the Council of Elders, or by the Registered Agent. The business office of the CVBC’s Registered Agent shall be identical to the registered office. The CVBC’s registered office may be, but need not be, identical with the corporation’s principal office in the state of Wisconsin.
Section 1.04 Place of Keeping Corporate Records.
a) The records and documents required by law to be kept by the CVBC permanently shall be kept at the principal office of CVBC. The required permanent records shall be any of the documents required by the current Wis. Stat. §180.1601 or any subsequent statutes.
Article II. Membership
Please refer to “Part Two (2) – Membership” of the Chippewa Valley Bible Church Constitution for information regarding Membership.
Article III. Governance.
Section 3.01 Board of Directors/Council of Elders.
a) Generally - The Board of Directors of the CVBC shall be known as the “Council of Elders”. The Council of Elders shall be both the spiritual and administrative head of the CVBC.
b) General Powers - The powers of the CVBC shall be exercised by or under the authority of, and it is business and affairs shall be managed under the direction of, its Council of Elders, subject to any limitations set forth in the articles of incorporation.
c) Membership - The Council of Elders shall be comprised of those Elders nominated by the body, confirmed by the Council of Elders, and approved by the Membership (see “Part Three (3) – Church Government” of the CVBC Constitution).
d) Organization and Procedures - Procedures for the conduct of Elder business shall be as determined by the Council of Elders. Each Elder shall have an equal power on the Council of Elders. The Council of Elders shall implement a process for the appointment of a chairman for the Council of Elders Meetings. Approval of any decision must be by unanimous approval of the Council of Elders.
e) Meetings - The Council of Elders shall meet as and when necessary to conduct its business. Meetings shall be called by the Council of Elders and each member of the Council of Elders shall be notified of such meeting individually and, when possible, such meetings may be announced on the Sunday morning prior to the meeting. A quorum for the transaction of business shall be a majority of the Council of Elders membership.
f) Authority - The Council of Elders shall have the authority to interpret the Constitution and these Bylaws and implement actions consistent with them.
Article IV. Officers
The CVBC’s principal officers shall be an administrator, a financial secretary, and a treasurer, each of whom shall be appointed by the Council of Elders. The Council of Elders may choose to add additional offices as it deems necessary.
Article V. Contracts, Loans, Checks, and Deposits
Section 5.01 Contracts.
The Council of Elders may authorize any officer or officers, or agent or agents, to enter into any contract or execute or deliver any instrument in the name of CVBC and on its behalf. The authorization may be general or confined to specific instruments. When an instrument is so executed, no other party to the instrument or third party shall be required to make any inquiry into the authority of the signing officer or officers or agents.
Section 5.02 Loans.
No indebtedness for borrowed money shall be contracted on behalf of CVBC and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Council of Elders. The authorization may be general or confined to specific instances.
Section 5.03 Checks, Drafts, etc.
All checks, drafts, or other orders for the payment of money, or notes or other evidences of indebtedness issued in the name of CVBC, shall be signed by such officer or officers, or agent or agents, of the CVBC and in such manner as shall from time to time be determined by or under the authority of a resolution of the Council of Elders.
Section 5.04 Deposits.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the CVBC in such banks, trust companies, or other depositories as may be selected by or under the authority of a resolution of the Council of Elders.
Article VI. Contracts Between CVBC and Related Persons
No contract or other transaction between the CVBC and an Elder, or any entity in which an Elder is a director or officer or has a material financial interest, is void or voidable because of the relationship or interest or because the Elder is present at the meeting of the Council of Elders or a committee that authorizes, approves, or ratifies the contract or transaction or because the Elder’s vote is counted for that purpose, if any of the following applies:
a) The relationship or interest is disclosed or known to the Council of Elders or committee that authorizes, approves, or ratifies the contract or transaction and the contract or transaction was authorized, approved, or ratified by a vote or consent sufficient for the purpose without counting the votes or consents of interested directors;
b) The fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve, or ratify that contract or transaction by vote or written consent;
c) The contract or transaction is fair and reasonable to the CVBC.
Section 6.02 Quorum Requirements.
Common and interested Elders may be counted in determining the presence of a quorum at a meeting of the Council of Elders that authorizes, approves, or ratifies a contract or transaction under Section 6.01. A unanimous approval must be made for any contract or transaction to be approved by the Council of Elders.
Article VII. Indemnification
The CVBC shall, to the fullest extent authorized by Wisconsin Statutes Chapter 181, indemnify any Elder or officer in a proceeding in which he or she was a party because he or she was a director or officer of the corporation. These indemnification rights shall not be deemed to exclude any other rights to which the director or officer may otherwise be entitled. The CVBC shall, to the fullest extent authorized by Wisconsin Statutes Chapter 181, indemnify any employee who is not a director or officer of the CVBC, to the extent the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the CVBC. The CVBC may, to the fullest extent authorized by Wisconsin Statutes Chapter 181, indemnify, reimburse, or advance expenses of Elders or officers.
Article VIII. Amendments
The Council of Elders of the CVBC may amend or repeal these Bylaws or adopt new Bylaws.
IN WITNESS WHEREOF, the Council of Elders of the Chippewa Valley Bible Church, Inc. have hereunto set their hands to evidence their adoption of these Bylaws as of this ____ day of May, 2007.
Thomas Arneberg Daniel Burns
James Haley Stuart Krause
Bryan Kriehn Keith Tompkins
Jim Woldhuis Dennis Wolf