FIRST AMENDED AND RESTATED BY-LAWS

of

HUISACHE AVENUE BAPTIST CHURCH OF SAN ANTONIO

These First Amended and Restated Bylaws (“Bylaws”) constitute the code of rules adopted by the members of Huisache Avenue Baptist Church of San Antonio and amend and restate in their entirety the bylaws of Huisache Avenue Baptist Church of San Antonio, a Texas non-profit corporation (the “corporation”), for the regulation and management of its affairs, in accordance with the provisions of Chapter 22 of the Texas Business Organizations Code, as amended from time to time (the “TBOC”).

ARTICLE I

NAME AND PURPOSE

SECTION 1.01. NAME. This congregation of believers shall be known as Huisache Avenue Baptist Church. It is incorporated as a non-profit corporation under the laws of the state of Texas. Texas charter/certificate of authority on file as number 059256-1.

SECTION 1.02. PURPOSE AND POWERS.

(A) This corporation is organized as a church exclusively for charitable, religious and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as it now exists or may be amended, for such purposes including, but not limited to, the proclaiming of the Gospel of the Lord Jesus Christ; the establishing and maintaining of religious worship; the educating of believers in a manner consistent with the requirements of the Holy Scripture; and the maintaining of missionary activities in the United States and any foreign country. Subject to the foregoing, the corporation is formed for any and all lawful purposes for which a nonprofit corporation may be formed under the TBOC.

(B) The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.

(C) Notwithstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes

set forth in this Article. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (i) by an organization exempt from federal income tax under Section 501(c)(3) of the Code, or (ii) by an organization, contributions to which are deductible under Section 170(c)(2) of the Code.

(D) As provided by Section 22.304 of the TBOC, after all liabilities and obligations of the corporation in the process of winding up are paid, satisfied and discharged in accordance with Section 11.053 of the TBOC upon the dissolution of the corporation, (1) property held by the corporation on a condition requiring return, transfer or conveyance because of the winding up or termination shall be returned, transferred or conveyed in accordance with that requirement; and (2) the remaining property of the corporation shall be distributed only for tax-exempt purposes to one or more organizations that are exempt under Section 501(c)(3) of the Code, or described by Section 170(c)(1) or (2) of the Code, under a plan of distribution adopted under the TBOC. A district court of the county in which the corporation’s principal office is located shall distribute to one or more organizations exempt under Section 501(c)(3) of the Code, or described by Section 170(c)(1) or (2) of the Code, the property of the corporation remaining after a distribution of property under a plan of distribution under the TBOC. The court shall make such distribution in the manner the court determines will best accomplish the general purposes for which the corporation was organized.

ARTICLE II

STATEMENT OF FAITH AND CHURCH COVENANT

SECTION 2.01 – STATEMENT OF FAITH

(A) THE SCRIPTURES. We believe that the Holy Bible was penned by men who were inspired by God; that it is perfect truth without error; it is the only complete and final authority in faith and practice; and should be esteemed highly and reverently as it is the very Words of God. By “The Holy Bible” we mean the collection of sixty-six books, from Genesis to Revelation, which as originally written and providentially preserved does not only contain and convey the message of God’s Word but IS the very Word of God. (Psalm 119:89 & 160, 1 Peter 1:23, 1 Thessalonians 2:13). By “inspired” we mean that the books of the Bible were written by holy men of old, as they were moved by the Holy Spirit, in such a definite way that those writings are as certainly the words of God as they would be if God had penned them Himself. No other writings can claim to be inspired as the Bible is inspired. (2 Timothy 3:16, 2 Peter 1:19-21). As God inspired His Word, we believe that God preserved His Word in the form of the Authorized Version or King James Version. We believe the King James Version to be the infallible and inerrant Word of God. (Psalm 12:6 & 7).

(B) DISPENSATIONALISM. We believe that when the Scriptures are interpreted literally in their natural context, divisions must be made. These divisions are made in accordance to

whom the passage is written or when the passage was written. We refer to these divisions as dispensations. These dispensational divisions reveal different methods in which man is given different responsibilities to respond to God's will for him, according to God's holy purpose. Such divisions include differences between the Old and New Testaments, The Church Age and Tribulation Period, the Millennium and Eternity. (Rightly Dividing: 2 Timothy 2:15; New Testament Begins at Christ's Death: Hebrews 9:15-18; Law Versus Faith: Galatians 3:13-25; Dispensations: 1 Corinthians 9:17, Ephesians 1:10, 3:1-10, Colossians 1:25).

(C) THE ONE TRUE GOD. We believe that there is only one living and true God; the Maker and Supreme Ruler of heaven and earth; full of righteousness and holiness, worthy of all glory and honor. We also believe that in the unity of the Godhead, there are three Persons, the Father, the Son, and the Holy Ghost. These are equal in every divine purpose; working distinctly but cooperatively in all works of redemption. (One True God - Psalm 90:2, Jeremiah 10:10, 1 Corinthians 8:5-6, Ephesians 4:6; Infinite Wisdom - Psalm 147:5, Jeremiah 10:10, Romans 11:33, 1 Timothy 1:17; Three Persons in One -1 John 5:7; John 10:30).

(D) JESUS CHRIST. We Believe that Jesus Christ was God in the flesh, that He was virgin born, that He lived a sinless life, He died a substitutionary death on the cross, rose again from the dead and is now seated at the right hand of God. (God in the Flesh - John 1:1-2, 14, 2 Corinthians 5:19, Philippians 2:5-8; Virgin Born - Isaiah 7:14, 9:16, Luke 1:35; Sinless Life - 2 Corinthians 5:21, Hebrews 4:15, 7:26, 9:14, 1 Peter 2:21-24, 1 John 3:5; Substitution - Romans 3:24-25, Ephesians 1:7, 1 Peter 1:3-5, 2:24; Death, Burial, and Resurrection - Matthew 27:29-66 & 28:1-6, Luke 23:33-56 & 24:1-8; Seated at the Right Hand of God - Acts 1:9-10, Romans 8:34, Hebrews 7:25 & 9:24).

(E) THE HOLY SPIRIT. We believe the Holy Spirit to be divine and equal with God the Father and God the Son, and of the same nature; that He was active in the creation of all things; that He convicts of sin righteousness and judgment; that He bears witness to the truth; that He makes permanent residence in the heart of the those born again; and that He seals, endures, guides, teaches, witnesses, sanctifies, and helps the believer. (Holy Spirit & Creation - Genesis 1:2; Holy Spirit & the World - John 16:7-11; Holy Spirit & the Believer - John 14:16-17 & 26, John 15:26-27, John 16:13, Romans 8:14-16 & 26-27).

(F) THE DEVIL OR SATAN. We believe that Satan was once holy, and enjoyed heavenly honors as the Anointed Cherub, but through pride made a failed attempt to overthrow God; that he was cast down and drew with him a host of angels; that he is now the prince of the power of the air and the unholy god of this world. We hold him to be man’s great tempter, the enemy of God, the accuser of the saints, the author of all false religions, the root of all present apostasy; the lord of the antichrist, and the author of all the powers of darkness. However, we believe that he is destined to final defeat at the hands of God’s own Son, and to the judgment of an eternal justice in hell, a place prepared for him and his angels. (Once a Cherub - Ezekiel 28:14-17; Satan’s Fall - Isaiah 14:12-15, Revelation 12:19; Fallen Angels - Jude 6; Satan the Tempter - Matthew 4:1-3, 2 Corinthians 11:13-15, 1 Thessalonians 3:5, 1 Peter 5:8, Revelation 12:10; Satan’s Fate - Matthew 25:41, Revelation 20:10).

(G) CREATION. We believe in the Genesis account of creation, and that it is to be accepted literally, and not allegorically or figuratively; that man was created directly in God’s own image and after His own likeness; that man´s creation was not a matter of evolution or

evolutionary change of species, or development through periods of time from lower to higher forms; and that all animal and vegetable life was made directly and God’s established law was that they should bring forth only “after their kind.” (Creation -Genesis 1:1-2, John 1:1-3, Acts 17:28, Romans 1:20, Colossians 1:15-17, Hebrews 11:3; Warning Against non-Biblical Science and Philosophy - Colossians 2:8; 1Timothy 6:20).

(H) MAN. We believe that man was created in God’s image in a perfect environment, innocent under the law of the Creator, but by voluntary transgression fell from his sinless and happy state, and now all mankind are sinners, not by constraint, but of choice; and therefore, under just condemnation without defense or excuse. (Genesis 3:1-6, Romans 5:12 & 19; Romans 3:10-19, Ephesians 2:1-3, Romans 1:18, Ezekiel 18:19-20, Romans 1:32, Romans 1:20, Romans 1:28, Galatians 3:22).

(I) THE ATONEMENT FOR SIN. We believe that the salvation of sinners is wholly of grace; through the shed blood of Jesus Christ, who by appointment of the Father, freely took upon Himself our nature, yet without sin, honored the divine law by His personal obedience, and by His death made a full atonement for our sins; that His atonement consisted not in setting us an example by His death as a martyr, but was the voluntary substitution of Himself in the sinner’s place, the just dying for the unjust, Christ, the Lord, bearing our sins in His own body on the cross. (Ephesians 2:8, Acts 15:11, Romans 8:24, John 3:16, Matthew 18:11, Philippians 2:7, Hebrew 2:14, Isaiah 53:4-7, Romans 3:25, 1 John 4:10; 1 Corinthians 15:3, 2 Corinthians 5:21, John 10:18, Philippians 2:8, Galatians 1:4, 1 Peter 2:24, 1 Peter 3:18, Isaiah 53:11, Hebrews 12:2, 1 Corinthians 15:20, Isaiah 53:12, Hebrews 9:12-15, Hebrews 7:25, 1 John 2:2).

(J) THE NEW CREATURE. We believe that in order to be saved, sinners must be born again; that the new birth is a new creation in Christ Jesus; that it is instantaneous and not a process; that in the new birth the one dead in trespasses and in sins is made a partaker of the divine nature and receives eternal life, the free gift of God; that the new creation is brought about in a manner above our comprehension, not by culture, not by character, nor by the will of man, but wholly and solely by the power of the Holy Spirit, so as to secure our voluntary obedience to the gospel; and that its proper evidence appears in the holy fruits of repentance and faith and newness of life. (John 3:3; 2 Corinthians 5:17; 1 John 5:1; John 3:6-7; Acts 2:41; 2 Pet. 1:4; Rom. 6:23; Ephesians 2:1; 2 Cor. 5:19; Col. 2:13; John 1:12-13; Gal. 5:22; Ephesians 5:9).

(K) FREE SALVATION. We believe in God’s electing grace; that the blessings of salvation are made free to all by the gospel; that it is the immediate duty of all to accept them by a cordial, penitent and obedient faith; and that nothing prevents the salvation of the greatest sinner on earth but his own inherent depravity and voluntary rejection of the gospel; which rejection involves him in an aggravated condemnation. We believe in salvation by grace through faith in the finished work of Jesus Christ on the cross plus nothing. Therefore, we do not believe that works are necessary for salvation, although once a person is saved, he should be careful to maintain good works.

(L) JUSTIFICATION. We believe that the great gospel blessing which Christ secures to such as believe in Him is justification; that Justification includes the pardon of sin, and the gift of eternal life on principles of righteousness; that it is bestowed, not in consideration of any works of righteousness which we have done, but solely through faith in the Redeemer’s blood and His righteousness is imputed to us. (Acts 13:39; Isa; 53:11; Zech.

13:1; Rom. 8:1; Rom. 5:9; Rom. 5:1; Titus 3:5-7; Rom. 1:17; Hab. 2:4; Gal. 3:11; Rom. 4:1-8; Heb. 10:38).

(M) REPENTANCE AND FAITH. We believe that Repentance and Faith are solemn obligations, and also inseparable graces, wrought in our souls by the quickening Spirit of God, thereby; being deeply convicted of our guilt, danger, helplessness, and of the way of salvation by Christ, we turn to God for mercy; at the same time heartily receiving the Lord Jesus Christ and openly confessing Him as our Savior. (Acts 20:39; Mark 1:15; Acts 2:37-39; Luke 18:13; Rom. 10:13; Psalms 51:1-4; Psalms 51:7; Isaiah 55:6-7; Luke 12:8; Romans 10:9-11).

(N) THE CHURCH. We believe that a local Church should be a congregation of baptized Believers associated by covenant of faith and fellowship of the gospel; observing the ordinances of Christ; governed by His laws; exercising the gifts, rights, and privileges invested in them by His Word; that its officers of ordination are pastors or elders, and deacons, whose qualifications, claims, and duties are clearly defined in the Scriptures; and we believe the true mission of the church is found in the Great Commission: First, to make individual disciples; Second, to build up the church; and Third, to reach and instruct as He has commanded. We do not believe in the reversal of this order; we hold that the local church has the right of self-government, free from the interference of any hierarchy of individuals or organizations; that the one and only superintendent is Christ through the Holy Spirit; that it is scriptural for true churches to cooperate with each other in contending for the faith and for the furtherance of the Gospel; that every church is the sole and only judge of the measure and method of its cooperation; and on all matters of membership, of policy, of government, of discipline, of benevolence, the will of the local church is final.(Acts 2:41-42; 1 Cor. 11:2; Eph. 4:11;1 Cor. 12:4; 1 Cor. 12:8-11; Acts 14:23; Acts 6:5-6; Acts 20:17-28; 1 Tim. 3:1-13; Matt. 28:19-20; Col. 1:18; Eph. 5:23-24; 1 Pet. 5:1-4; Acts 15:22; Jude 3:4; Lev. 27:32; 2 Cor. 8:23-24; 1 Cor. 16:1; Mal. 3:10; 1 Cor. 16:2; 1 Cor. 6:1-3; 1 Cor. 5:11-13).

(O) BAPTISM AND THE LORD'S SUPPER. We believe that Christian baptism is the immersion in water of a Believer; in the name of the Father, of the Son, and of the Holy Ghost, with the authority of the local church, to show forth a symbol our faith in the crucified, buried, and risen Savior, represented by our death to sin and resurrection to a new life. We believe baptism is also a token of obedience to Christ after conversion. The Lord’s supper, the second ordinance of the church, is a sacred time of remembrance in which the members of the church, by use of bread and the fruit of the vine. This ordinance is to be preceded always by solemn self-examination. (Acts 8:36-39; Matt. 3:6; John 3:23; Rom. 6:4-5; Matt. 3:16; Matt 28:19; Rom. 6:3-5; Col. 2:12; Acts 2:41-42; Matt. 28:1; Matt. 28:9-20; 1 Cor. 11:23-28).

(P) THE ETERNAL SECURITY AND ASSURANCE OF BELIEVERS. We believe that all the redeemed, once saved, are kept by God’s power and are thus secure in Christ forever. We believe that it is the privilege of Believers to rejoice in the assurance of their salvation through the testimony of God´s Word, which, however, clearly forbids the use of Christian liberty as an occasion to the flesh. (John 6:37-40; 10:27-30; Rom. 8:1; 38-39; 1 Cor. 1:4-8; 1 Pet. 1:4-5; Rom. 13:13-14; Gal. 5:13; Titus 2:11-15).

(Q) SEXUALITY AND MARRIAGE. We believe that God made two distinct genders, man and woman, male and female. We believe that God has commanded that no intimate sexual activity be engaged in outside of a marriage between a naturally-born man and a

naturally-born woman. We believe that any form of homosexuality, lesbianism, bisexuality, pedophilia, bestiality, incest, fornication, and adultery are sinful perversions of God’s gift of sex. We believe that God disapproves of and forbids any attempt to alter or renounce one’s God-given male or female gender, by surgery, by appearance, or by assumption of no gender, a transient gender or neutral gender. We believe that the only legitimate marriage is the joining of one naturally-born man and one naturally-born woman. (Gen 2:24, Gen 19:5,13, Gen 26:8-9, Lev 18:1-30, Rom 1:26-29, 1 Cor 5:1, 6:9, 1 Thess 4:1-8, Heb 13:4, Rom 7:2, 1 Cor 7:10, Eph 5:22-23).

(R) CHURCH LEADERSHIP. We believe that men and women are spiritually equal in position before God but that God has ordained distinct and separate spiritual functions for men and women in the home and the church. The husband is to be the leader of the home, and men are to be the leaders (pastors and deacons) of the church. Accordingly, only men are eligible for licensure and ordination by the church. (Gal. 3 :28; Col. 3: 18; 1 Tim. 2:8-15; 3:4-5 12).

(S) FAMILY RELATIONSHIPS. We believe that God has ordained the family as the foundational institution of human society. The husband is to love his wife as Christ loves the church. The wife is to submit herself to the Scriptural leadership of her husband as the church submits to the headship of Christ. Children are a heritage from the Lord. Parents are responsible for teaching their children spiritual and moral values through Bible study, prayer, consistent lifestyle example, and appropriate discipline, including Scriptural corporal correction. (Gen. 1:26-28; Ex. 20:12; Deut. 6:4-9; Ps. 127:3 - 5; Prov. 19:18; 22:15; 23:13-14; Mk. 10:6-12; 1 Cor. 7:1-16; Eph. 5:21-33; 6:1-4, Col. 3:18-21; Heb. 13:4; l Pet. 3:1-7).

(T) ABORTIONS. We believe that human life begins at conception and that the unborn child is a living human being. Abortion constitutes the unjustified, unexcused taking of unborn human life. Abortion is murder. We reject any teaching that abortions due to rape, incest, birth defects, gender selection, birth or population control, or the physical or mental well-being of the mother are acceptable. (Job 3:16; Ps. 51:5; 139:14-16; Isa. 44:24; 49:1, 5; Jer. 1:5; 20: 15-18; Luke 1 :44).

(U) LAWSUITS BETWEEN BELIEVERS. We believe that Christians are prohibited from bringing civil lawsuits against other Christians or the church to resolve personal disputes. We believe the church possesses all the resources necessary to resolve personal disputes between members. We do believe, however, that a Christian may seek compensation for injuries from another Christian's insurance company as long as the claim is pursued without malice or slander. (1 Cor. 6:1-8; Eph. 4:31-32; Matt. 18:15-17).

SECTION 2.02. AUTHORITY OF STATEMENT OF FAITH. The Statement of Faith does not exhaust the extent of our faith. The Bible itself is the sole and final source of all that we believe. We do believe the Statement of Faith accurately represents the teachings of the Bible and, therefore, is binding upon all members.

SECTION 2.03. CHURCH COVENANT. The mission of Huisache Avenue Baptist Church is to glorify the Lord. We do that by seeking the lost, teaching the found and inspiring Christians to serve the Lord.

Having been led as we believe by the Spirit of God, to receive the Lord Jesus Christ as our Savior, and on the profession of our faith, having been baptized in the name of the Father and of the Son and of the Holy Ghost, each and all of our members do now in the presence of God, enter into the covenant with one another as one body in Christ, to fulfill the New Testament work of the local church by doing the following:

(A) Participate in the weekly worship services and respond to the preaching of God’s Word as His Spirit leads. (Heb 10:25; Matthew 18:20; Col 3:16);

(B) Honor the Lord with systematic support of His work through regular tithes and offerings. (Mal 3:10; 1 Cor 16:1–2; 2 Cor 9:7–8.);

(C) Walk faithfully with Christ through Bible study and prayer and seek to live in a manner consistent with His Word. (2 Tim 2:15, 20–22);

(D) Relate to my fellow members in love, avoiding gossip, anger and resentment and exercising the grace, kindness and forgiveness of Jesus Christ. (Col 3:12–16);

(E) Participate in opportunities for spiritual growth as the Lord leads and as my schedule allows, such as adult Bible fellowships, revival services and conferences. (Eph 4:11–16);

(F) Love and nurture the members of my immediate family according to the teachings of God’s Word and teach my family the Word, applying its truths to our lives. (Eph 6:4; Deut 6:6–9);

(G) Find a place to serve in the body where I may exercise my spiritual gifts to advance Christ’s work. (Rom 12:4–8; 1 Peter 4:10);

(H) Cultivate a servant’s heart toward my fellow members, praying for and supporting those who suffer. (1 Cor 12:25–27; Gal 6:2);

(I) Share the Gospel with those in my family and community, reach out with the love of Christ to my friends and neighbors, support and pray for the missionaries our church is helping to send around the world. (Matt 28:18–20; Acts 1:8); and

(J) Abstain from fleshly desires that would bring a reproach against my testimony as a Christian or my Church. (1 Peter 2:11).

ARTICLE III

MEMBERSHIP

SECTION 3.01—QUALIFICATIONS FOR MEMBERSHIP. Those seeking membership must make the following commitments to be eligible for membership:

(A) Affirm his or her faith in Jesus Christ as his or her personal Savior and have identified with Him through Believer’s baptism;

(B) Agree with the Statement of Faith contained herein;

(C) Enter into the Church Covenant contained herein;

(D) Meet with the pastor or his designee to review the Statement of Faith, Church Covenant, and expectations of members. The pastor or his designee may recommend the persons for membership.

(E) After such recommendation, membership will be granted upon a majority vote of the members present at any church service or meeting.

SECTION 3.02: PRIVILEGES OF MEMBERSHIP.

(A) This congregation functions not as a pure democracy, but as a local body under the headship of the Lord Jesus Christ and the direction of the pastor, as the under-shepherd, with the counsel of assistant pastors and the board of deacons. Internal affairs of the church and ecclesiastical matters shall be determined exclusively by the Bible and the church’s own rules and procedures.

(B) Membership in this church does not afford the members with any property, contractual, or civil rights. Although the general public is invited to all of the church’s worship services, the church property remains private property. The pastor (or in his absence, an individual so designated by the pastor or board of deacons) has the authority to suspend or revoke the right of any person, including a member, to enter or remain on church property. If, after being notified of such suspension or revocation, the person enters or remains on church property, the person may, in the discretion of the pastor (or the designee), be treated as a trespasser.

(C) A member may inspect or copy the prepared financial statements of the church and the minutes of the proceedings of church and committee meetings, provided he or she shall have made a written request upon the church stating the purpose for the inspection, and the church has received the written request at least seven days before the requested inspection date. Minutes from discipline committee meetings are exempt from this provision and are not subject to inspection or copy. A member may not, under any circumstances, inspect or copy any record relating to individual contributions to the church. A member may only examine a list of names and addresses of the church members in accordance with Section 4.05. The church may impose a reasonable charge, covering the costs of labor and materials, for copies of any documents provided to the member before releasing the copies to the member.

(D) Where appropriate, the pastor, in his sole discretion, shall designate specific assignments and qualifications for various special classes, group activities, programs or ministries. Such assignments and qualifications shall be enforced for all individuals who wish to participate. Individuals who do not meet the qualifications, in the sole discretion of the pastor, shall not be allowed to participate.

(E) In all services and programs of the church, reasonable standards of decorum and order shall be maintained at all times. As such, no one shall, by appearance or behavior, be permitted to draw attention to themselves in contravention to the ministry’s purposes. Any individual who, in the sole discretion of the pastor or ministry leadership, is found to be in violation of this policy shall be removed from the premises immediately.

SECTION 3.03. DISCIPLINE OF A MEMBER

(A) There shall be a discipline committee consisting of the pastor, assistant pastor(s) and at least three deacons. These men shall have sole authority in determining heretical deviations from the Statement of Faith and violations of the Church Covenant. If the pastor or a member of the discipline committee is the subject of a disciplinary matter, he shall not sit as a member of the discipline committee. The pastor and the members of the discipline committee shall be entitled to the same steps as other church members and be subject to the same discipline.

(B) Members are expected to demonstrate special loyalty and concern for one another. When a member becomes aware of an offense of such magnitude that it hinders the spiritual growth and testimony of an individual in the local church or the body as a whole, he or she is to go alone to the offending party and seek to restore his brother or sister. Before he or she goes, the member should first examine him or herself. When the member goes, it should be with a spirit of humility and having the goal of restoration.

(C) If reconciliation is not reached, a second member or a pastor is to accompany the one seeking to resolve the matter. This second step should also be preceded by self-examination and exercised in a spirit of humility with the goal of restoration.

(D) If the matter is still unresolved after the steps outlined in subsections (B) and (C) have been taken, the discipline committee, as the church representatives Biblically responsible for putting down murmuring, shall hear the matter. A female member subject to a hearing before the discipline committee may request that one or more wives of the members of the committee be present at the hearing. If the matter is not resolved during the hearing before the discipline committee, the committee shall recommend to the members of the church that they, after self-examination, make an effort personally to go to the offending member and seek that member’s restoration.

(E) If the matter is still not resolved after the steps outlined in subsections (B), (C), and (D) have been taken, such members who refuse to repent and be restored are to be removed from the membership of the church upon a majority vote of the membership present at a meeting called for the purpose of considering disciplinary action. The member subject to disciplinary action is not entitled to vote on his/her own discipline.

(F) No matter may be heard by the discipline committee or the church unless the steps outlined in subsections (B) and (C) have been taken, except in the case of a public offense.

(G) If an unrepentant offending party is removed from the church membership, members of the church should have no social contact with him or her, and any contact from that point forward (except by family members) must be for the sake of restoration. Persons placed under church discipline must immediately return any property belonging to the church.

(H) The procedures provided in this section are based on Matt. 18:15-20; Rom. 16:17-18; 1 Cor. 5:1-13; 2 Cor. 2:1-11; Gal. 6:1; 1 Thess. 5:14; 2 Thess. 3:6, 10-15; l Tim. 5:19-20; and Titus 3:10-11.

(I) A member removed under this section who is restored may reapply for membership under the provision of Section 3.01.

SECTION 3.04: TRANSFER OF MEMBERSHIP. Members who wish to resign their membership at the church and who are not under the disciplinary process of Section 3.03 may request letters of transfer be sent to another church. The senior pastor may issue to that member letters of transfer or written statement of good standing in the pastor’s sole discretion.

SECTION 3.05: AUTOMATIC TERMINATION OF MEMBERSHIP.

(A) The membership of any individual member shall automatically terminate without notice if the member has not attended a Sunday school class of the church in the preceding six (6) months and has also not made tithes or offerings. Upon good cause being shown to the pastor, this provision for termination may be waived at the discretion of the pastor.

(B) No member of this church may hold membership in another church. The membership of any individual member shall automatically terminate without notice if the member unites in membership with another church.

(C) The membership of any individual member shall automatically terminate without notice if the member files a lawsuit in violation of Section 2.01(U).

(D) The membership of any individual member shall automatically terminate without notice if the member openly and unashamedly disagrees with any provision in the Statement of Faith.

(E) The membership of any individual member shall automatically terminate without notice if the member has a restraining order placed against him or her by the church or is trespassed from the church property.

(F) The membership of an individual automatically terminates upon his or her death.

(G) No provision contained in this section shall be subject to or governed by the procedures regarding discipline of members set forth in Section 3.03.

ARTICLE IV

MEETINGS

SECTION 4.01: MEETINGS FOR PUBLIC WORSHIP. Unless otherwise determined by the pastor, the church shall meet each Sunday for public worship, both morning and evening, and on Wednesday evening for Bible study and prayer.

SECTION 4.02: ANNUAL BUSINESS MEETING

(A) The annual church business meeting, for the election of deacons, officers and the transaction of other business, shall be held during December each year. A quorum shall consist of the members present. Public notice of the meeting shall be given from the pulpit for two Sundays immediately preceding the meeting.

(B) The moderator shall determine the rules of procedure according to his sense of fairness and common sense, giving all members a reasonable opportunity to be heard on a matter. The moderator is the final authority on questions of procedure, and his decision is final and controlling. The following order shall generally be observed at the regular church business meetings.

a. Prayer

b. Reading of minutes

c. Report on new members and dismissed members

d. Reports of officers

e. Reports of standing committees

f. Reports of special committees

g. Election of deacons

h. Election of officers

i. Unfinished matters

j. New matters

k. Adjournment

l. Prayer

(C) For any meeting under this article, the moderator, in his sole discretion, shall have full and unilateral authority to require nonmembers to leave the meeting room and to order the immediate removal of any member or other person present who is deemed by the moderator to be disruptive to the proceedings. The moderator shall have full authority to order the removal of all children (ages to be determined by the moderator) if, in his sole discretion, circumstances so warrant. If the moderator determines compliance with his order of removal is unsatisfactory, the moderator may, in his sole discretion, revoke the disruptive person’s right to remain on the premises in accordance with Section 3.02(B) and treat the person as a trespasser.

SECTION 4.03. SPECIAL MEETINGS.

(A) The pastor (or deacons if the office of pastor is vacant or the pastor is the subject of possible disciplinary action) may call a special meeting by giving notice of such a meeting and the purpose for which it is called to the church from the pulpit at least one Sunday and not less than one week prior to said meeting. At such meeting, only those matters for which the meeting is called shall be considered.

(B) A meeting for the calling or removal of a pastor shall be called in accordance with the provision of Section 5.02.

(C) Bible conferences, missionary conferences, and revivals may be held as the pastor deems beneficial.

SECTION 4.04. MOTIONS. Members who desire that a certain motion be made or subject matter be discussed during an annual or special business meeting must file a written recommendation with the pastor at least five (5) days prior to the meeting. The church leadership will then prayerfully consider the proposal and proceed according to their conscience and what they understand to be in the best interests of the church. All other motions will be presented by the pastor and/or chairman of the board of deacons unless the pastor and/or deacons delegate authority to another member and/or officer to raise certain motions.

SECTION 4.05. VOTING AT MEETINGS. Only members at least eighteen years of age who are members at the time of the notice is given for any meeting and who are physically present at a duly called meeting of the church shall be entitled to vote at the meeting. There shall be no proxy or absentee voting. The eligible membership of the church may exercise voting privileges only in those areas that are permitted by Texas law and these Bylaws.

SECTION 4.05. LIST OF VOTING MEMBERS. After the notice is given for a meeting, the Secretary shall cause to be prepared an alphabetical list of the members entitled to vote at the meeting. The list should include the addresses of each voting member and the number of votes each member is entitled to cast at the meeting. The list will be available for inspection at the church by members entitled to vote at the meeting.

ARTICLE V

THE PASTOR

SECTION 5.01. DUTIES AND POWERS OF THE PASTOR.

(A) The senior pastor shall preach the Gospel regularly and shall be at liberty to preach the whole counsel of the Word of God as the Lord leads him. He shall administer the ordinances of the church, act as moderator at all church meetings or designate another person to serve as moderator, supervise the teaching ministries of the church, and tenderly watch over the spiritual interests of the membership.

(B) The senior pastor shall appoint the members of any committees at the annual church meeting or, in the case of a vacancy or newly created committee, at other duly called special meetings. He shall serve as the president of the corporation and inform all newly elected officers of the function and responsibilities of their respective offices. He shall extend the right hand of fellowship to all new members on behalf of the church and shall perform such other duties as generally pertain to such a position. The pastor shall be free to choose the means and methods by which he exercises the ministry God has given him.

(C) The time, place and arrangments of meetings for public worship and Bible study, and the use of the property belonging to the church for purposes other than for public worship and Bible study, shall be under the control of the senior pastor, who will determine the appropriate uses and persons permitted to use the church property.

(D) The senior pastor shall be responsible to fill the pulpit himself or by an assistant pastor or visiting speaker for each regularly scheduled church service as well as any special services. In the event of his absence, he (or the board of deacons in the case of a vacancy in the office of pastor or incapacity of the pastor) shall be responsible to invite speakers from within the membership or outside the church to preach in a manner consistent with the beliefs articulated in the Statement of Faith.

(E) The salary and benefits for the senior pastor shall be reviewed and determined by the board of deacons at their annual meeting.

SECTION 5.02. DISMISSING A SENIOR PASTOR. The senior pastor may be dismissed for living, preaching or teaching in a manner that is contrary to the Statement of Faith, the Church Covenant or the qualifications of a pastor as described in 1 Timothy 3:1-7 and Titus l:6-9. The church shall abide by the following guidelines for dismissing a senior pastor:

(A) The members of the discipline committee shall follow the procedures set forth in Section 3.03 (B), (C), and (D).

(B) If the matter is not resolved after these steps have been taken, the senior pastor may be dismissed as the pastor and removed from the membership of the church upon a two-thirds majority vote of the membership present at a meeting called by the discipline committee for the purpose of dismissal of the pastor. The pastor is not entitled to vote on his own dismissal.

SECTION 5.03. CALLING A SENIOR PASTOR.

Upon the resignation, death or dismissal of the senior pastor, the church shall seek a candidate who subscribes to the Statement of Faith, the Covenant and Bylaws of this church, and whose life aligns with the qualifications of a pastor as described in 1 Timothy 3:1-7 and Titus l:6-9. The church shall abide by the following guidelines for calling a senior pastor:

(A) The deacons shall nominate members of the church to serve on a pulpit committee to consist of up to nine (9) members. The deacons may be nominated to serve on a pulpit committee. The members of the church shall elect a pulpit committee of up to nine (9) members at an annual or special meeting of the church. The members of the pulpit committee shall be elected, each according to his or her own merits, by a simple majority of the members present at the meeting.

(B) The pulpit committee shall interview potential candidates and will only consider men who completely subscribe to the Statement of Faith and Covenant contained herein.

(C) Prior to being announced to the congregation as a formal candidate, any man being considered for pastoral candidate must preach at least one (1) Sunday service. Thereafter, upon a majority vote of the pulpit committee, they may formally announce the candidate to the church, after which the candidate must preach at least two (2) regularly scheduled services and be available for a church-wide question/answer time prior to being voted upon by the congregation.

(D) Notice from the pulpit must be given two (2) consecutive Sundays prior to a formal candidate’s preaching services, and two (2) consecutive Sundays prior to the church congregational vote.

(E) The candidate must be elected as senior pastor by a two-third (2/3) majority vote of the qualified, voting members at the meeting to elect a pastor. The pulpit committee will only present for consideration to the church one candidate at a time, and an up or down vote must be cast prior to consideration of other potential candidates.

ARTICLE VI

THE BOARD OF DEACONS

SECTION 6.01. THE BOARD OF DEACONS. The board of deacons shall assist the senior pastor, in such manner as he shall request, in promoting the spiritual welfare of the church, in conducting the church services, and in performing all other work of the church. The deacons are responsible for making preparations to observe church ordinances and shall, if requested by the pastor, consider applications for church membership. They shall disburse the benevolence fund in cooperation with the pastor and shall assist him in visitation and all other evangelistic efforts of the church. The board of deacons shall assist the pastor in caring for the administrative needs of the church’s various ministries. They shall choose a moderator for church meetings if the pastor is unavailable or the office of pastor is vacant.

SECTION 6.02. QUALIFICATIONS OF DEACONS. To be considered for and to serve as a deacon, a man must be a member of the church in good standing who subscribes to the Statement of Faith, the Covenant and Bylaws of this church, and whose life aligns with the qualifications of a deacon as described in 1 Timothy 3:1-7 and Titus 1:6-9.

SECTION 6.03. SELECTION OF DEACONS.

(A) The senior pastor shall nominate men of the church to serve on the board of deacons to consist of up to nine (9) men. The members of the church shall elect a deacon board of up to nine (9) deacons at the annual meeting of the church. Each deacon shall be elected,

according to his own merits, by a simple majority of the members present at the meeting. Deacons shall serve a term of two (2) years.

(B) Immediately following the church’s annual meeting, the board of deacons shall assemble and elect, from their own number, a chairman, a vice chairman, and a secretary. The chairman of the board of deacons will schedule the annual and regular meetings of the board, moderate the meetings of the board of deacons, and provide reports of the activities of the board of deacons to the pastor and church as needed. The vice-chairman will perform the functions of the chairman in his absence and any other duties assigned to him by the board of deacons. The secretary shall send out notices of the meetings of the board of deacons and prepare minutes of the meeting of the board of deacons.

SECTION 6.04. ORDINATION OF DEACONS. The ordination of newly elected deacons shall be held at a public church service following their election at the annual church administration meeting.

SECTION 6.05. DISMISSAL OF DEACONS. Deacons may be removed from office for unbiblical conduct, as determined by the senior pastor, and upon a majority vote of the remaining members of the board of deacons. Any deacon who fails to attend three successive meetings of the board or at least eighty percent (80%) of meetings, after receiving valid notice and without valid excuse as determined by the senior pastor, will automatically be dismissed from the board of deacons.

SECTION 6.06. VACANCIES ON BOARD OF DEACONS. Upon the resignation, death, incapacity or dismissal of a deacon, the senior pastor may appoint a qualified male church member to fill the vacancy until the next annual meeting of the church.

ARTICLE VII

BOARD OF DIRECTORS

SECTION 7.01. BOARD OF DIRECTORS. The senior pastor and the board of deacons shall constitute the board of directors of the corporation.

SECTION 7.02. DUTIES OF BOARD OF DIRECTORS. The board of directors is vested with the management of the business and affairs of the corporation, subject to Texas law, the corporation’s Certificate of Formation, as it may be amended or restated from time to time, and these Bylaws. All the powers of the directors shall be compatible with the laws of the State of Texas.

SECTION 7.03. ACTIONS REQUIRING APPROVAL OF THE CHURCH. Notwithstanding the provisions of Section 7.02, the board of directors shall exercise the following specific powers only upon authorization by a majority vote of the members present at a duly called church annual or special meeting:

(A) To purchase, lease, or otherwise acquire real and personal property on behalf of the church, and to take real and personal property by will, gift, or bequest on behalf of the church;

(B) To sell, convey, alienate, transfer, lease, assign, exchange, or otherwise dispose of, and to mortgage, pledge, or otherwise encumber the real and personal property of the church, to borrow money and incur indebtedness for the purpose and use of the church; to cause to be executed, issued, and delivered for the indebtedness, in the name of the church, promissory notes, bonds, debentures, or other evidence of indebtedness; and to secure repayment by deeds of trust, mortgages, or pledges.

SECTION 7.04. ACTIONS REQUIRING SPECIAL MAJORITY APPROVAL OF THE CHURCH. Notwithstanding the provisions of Section 7.02 and 7.03, the board of directors shall exercise the following specific powers only upon authorization by two-thirds majority vote of the members present at a duly called church annual or special meeting:

(A) Amendment of the certificate of formation, including an amendment required for the cancellation of an event requiring winding up in accordance with the TBOC;

(B) A voluntary winding up under Chapter 11 of the TBOC or a revocation of a voluntary decision to wind up;

(C) A cancellation of an event requiring winding up under the TBOC;

(D) A reinstatement, distribution plan, plan of merger, or plan of exchange;

(E) A sale of all or substantially all the assets of the church.

Prior to any vote by the members on any action(s) described in this Section, the board of directors must adopt a resolution that approves a plan for the action(s) and directs that the resolution be submitted to a vote at an annual or special meeting of the church. The members of the church must be given sixty (60) days written notice of meeting and the notice must contain the plan or action or a summary of the plan or action.

ARTICLE VIII

BOARD MEETINGS

SECTION 8.01. TIME AND PLACE. Meetings of the board of deacons and/or directors may be held at any place as may be determined from time to time by the senior pastor and the board.

SECTION 8.02. ANNUAL MEETING. An annual meeting of the board shall be held each year prior to the annual meeting of the church on such date as is determined by the board. Notice of an annual meeting shall be given to each board member not less than five (5) days before the date of the annual meeting.

SECTION 8.03. REGULAR MEETINGS. In addition to the annual meeting, the board may hold regular meetings at such time and place as may be determined by the board. Notice of a regular meeting shall be given to each director or deacon not less than three (3) days before the date of the meeting. Any business may be transacted at a regular meeting.

SECTION 8.04. SPECIAL MEETINGS. A special meeting of the board of deacons or directors may be called by the pastor or by at least twenty percent (20%) of the board to be held at any time and for any purpose. Notice of a special meeting stating the place, time, and purposes of the meeting, shall be given to each deacon/director not less than five (5) days before the date of the special meeting.

SECTION 8.05. NOTICE OF MEETINGS. Any required notice to be given to a deacon or director shall be provided by the pastor or deacons/directors calling the meeting and shall be emailed, mailed or personally delivered to each deacon/director. The notice is effective on the day it is transmitted.

SECTION 8.06. WAIVER OF NOTICE. A deacon/director may at any time waive notice required by these Bylaws. Attendance at or participation in a meeting waives any required notice of the meeting.

SECTION 8.07. QUORUM FOR MEETINGS. Three members present at a meeting constitute a quorum.

SECTION 8.08. VOTING. Each deacon/director present at any meeting shall be entitled to cast one vote on each matter coming before such meeting.

SECTION 8.09. MEETINGS BY ELECTRONIC MEANS. Deacons/directors may participate in a meeting of the board by conference call or other electronic means by which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at the meeting.

SECTION 8.10. ACTION WITHOUT A MEETING. Any action which is required to be or may be taken at a meeting of the board may be taken without a meeting if one or more written consents describing the action so taken are signed by all members of the board. The consents shall have the same force and effect as a vote at a meeting duly held and may be described as such in any documents. The board secretary shall file such consents with the minutes of the meetings of the board. The consents may be delivered by email, facsimile, pdf, or other electronic means to the church and delivery shall be deemed effective at the time transmitted.

SECTION 8.11. CLOSED MEETINGS. Attendance at the meetings of the board shall be restricted to the pastors, members of the board, and the corporate secretary, except where other members of the church have specific matters to present and request admittance to the meeting. The pastor and any board member shall have the authority to submit a motion for prayer, discussion, and a vote.

ARTICLE IX

OFFICERS

SECTION 9.01. CORPORATE OFFICERS. The officers of the corporation are president, vice president, secretary and treasurer. One person may hold two or more offices except the pastor.

SECTION 9.02. QUALIFICATIONS AND ELECTION OF OFFICERS. Only church members are eligible for election or appointment to any church office or position. The church shall not install or retain an officer who fails to adhere to or expresses disagreement with the Statement of Faith. All officers, other than the president, shall be appointed by the president and

confirmed by a majority vote of the members at the church’s annual meeting. The term of all officers shall be two (2) years.

SECTION 9.03. PRESIDENT. The senior pastor of the church shall be the president of the corporation. The president is the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The president shall preside at all meetings of the members. The president may sign, with the secretary or any other proper officer of the corporation authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the board of directors or by these Bylaws or by statute to some other officer or agent of the corporation; and in general the president shall perform all duties incident to the office of president.

SECTION 9.04. VICE-PRESIDENT. The chairman of the board of deacons shall be the vice president of the corporation. In the absence of the president or in the event of the president’s inability or refusal to act, the vice president shall perform the duties of the president and shall have all of the powers of and be subject to all restrictions upon the president. The vice president shall perform such other duties and have such other powers as the board may from time to time prescribe by resolution or as the president may from time to time provide, subject to the powers and supervision of the board.

SECTION 9.05. SECRETARY. The secretary of the corporation shall keep the minutes of the meetings of the members and board of directors in books provided for that purpose; see that all notices are given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records; keep a register of the address of each member with dates of admission, baptism, transfer, dismissal and death; and in general perform all duties incident to the office of secretary and such other duties as may be assigned by the president or by the board of directors. The pastor, upon recommendation by the secretary, may assign certain clerical duties of the secretary to a non-ministerial staff member or volunteer.

SECTION 9.06. TREASURER. The treasurer will keep all church financial records to the maximum extent practical in accordance with Generally Accepted Accounting Principles (GAAP). The treasurer and pastor jointly may assign clerical duties of the treasurer to non-ministerial staff or volunteer to help ensure maximum safeguards of the church finances. The board of directors or finance committee should review the procedures on an ongoing basis to ensure such procedures are at all times adequate for the church size and growth.

The following finance functions are the overall responsibility of the treasurer (or his designees): (1) deposit of all church receipts, (2) payment of all authorized church expenses, (3) maintenance of accounting records to support all receipts and disbursements, (4) preparation of all financial reports, (5) preparation of the annual budget, (6) presentation of financial reports at business meetings for church approval, (7) presentation of the annual budget at the annual church meeting, (8) preservation of all financial reports and records as a part of the permanent church records; (8) making all records available annually for audit (either by an audit committee and/or outside independent auditors).

ARTICLE X

COMMITTEES

SECTION 10.01. STANDING COMMITTEES. The senior pastor (or the board of deacons if the office of pastor is vacant) may appoint standing committees as he deems appropriate and shall designate a chairperson and the membership for each standing committee except when otherwise specifically provided in these Bylaws. The senior pastor shall be an ex-officio member of each and every committee.

SECTION 10.02. SPECIAL COMMITTEES. The pastor or board of deacons may create special committees to provide the board with advice and information regarding matters submitted to the committee by the board for consideration. The committee shall have no authority to act on behalf of the corporation. Nominations for special committee members shall be made by the pastor or such persons as he shall appoint to make such nominations. The members of the committee shall be chosen by a majority vote of the board of deacons and shall serve solely at the pleasure of the board of deacons. The special committee shall be subject to the control and direction of the board of deacons at all times. The senior pastor shall be an ex-officio member of each and every committee.

SECTION 10.03. ACTIONS OF COMMITTEES. Committees, whether standing or special, have no authority to act on behalf of the corporation. Their primary function is to research, recommend and carry out any actions as directed by the pastor or board of deacons. Committees shall make available upon request all records and materials to the pastor or deacons, who shall have the right to overrule any plans or decisions made by the committee. Each committee shall have a secretary that keeps minutes of each meeting and shall timely submit the minutes to the pastor and corporate secretary to be filed with church records. If deemed appropriate by the pastor and deacons, the committee secretary, in conjunction with the chairman, shall submit an annual report to the church of the decisions and plans of the committee.

ARTICLE XI

EMPLOYEES AND VOLUNTEERS

SECTION 11.01. SUPERVISION OF EMPLOYEES AND VOLUNTEERS. Subject to the church’s anti-nepotism and Conflict of Interest policy, all church staff, whether paid or volunteer, shall be under the supervision of the pastor who has the sole authority to dismiss the same. The pastor may delegate the supervision of any employee or volunteer. No employee or volunteer shall be hired, appointed, or retained who fails to adhere to or expresses disagreement with the Statement of Faith.

SECTION 11.02. CONDUCT OF EMPLOYEES AND VOLUNTEERS. All volunteers or staff that have contact with the general public on behalf of the ministry are perceived to be speaking on behalf of the ministry. These positions include, but are not limited to, secretaries, ushers, greeters, teachers, and anyone else who has contact with the general public as a representative of the ministry. All staff and volunteers with contact with the general public are required to exhibit the utmost display of Christian character. Use of abusive or pejorative

language of any kind is strictly prohibitive and shall be grounds for discipline. No staff member or volunteer shall ever be disrespectful to any person for any reason.

SECTION 11.03. WORK IN CHURCH EDUCATIONAL MINISTRIES.

(A) The church believes that the home and church are responsible before God for providing a Christian education. To help fulfill this responsibility of imparting biblical truth and furthering the Great Commission, this church shall establish and maintain a Sunday School program and other educational ministries for the purpose of winning souls to Christ, and teaching Bible doctrine, godly worship, and biblical Christian living.

(B) All instructors, teachers, and administrators shall be members of this church. This provision shall not apply to visiting missionaries, evangelists, or preachers engaged for the purpose of delivering sermons, conducting revivals, or other special meetings on a temporary basis.

(C) All educational programs or courses of instruction shall be taught and presented in full agreement with the Statement of Faith of the church. The church shall not hire, appoint, or retain any employee or volunteer for its educational programs who fails to adhere to or expresses disagreement with the Statement of Faith or who adopts or lives a lifestyle inconsistent with the beliefs and practices of Statement of the Faith or this church, whether in or out of the classroom.

(D) All educational programs or courses of instruction shall be conducted as an integral and inseparable ministry of the church. The instructor, teacher, or moderator will conduct the program or course using the King James Version of the Bible and materials approved by the pastor or his designee.

(E) All educational programs or courses of instruction shall be conducted consistent with the teaching of the inerrant Word of God. Any assertion or belief that conflicts with or questions a Bible truth is a pagan deception and distortion of the truth which will be disclaimed as false. It is the responsibility of every instructor or teacher to present the inerrant Word of God as the sole infallible source of knowledge and wisdom.

ARTICLE XII

OPERATIONS

SECTION 12.01. CONTRIBUTIONS AND INCOME. All donations, tithes, offerings, endowments, gifts, and other income shall be deposited in the general fund of the church at a bank approved by the board of directors. Funds may be moved from the general fund into other special purpose funds as necessary to accomplish the purposes of the church and at the direction of the president or treasurer.

SECTION 12.02. DESIGNATED CONTRIBUTIONS. From time to time the church in the exercise of its religious, educational, and charitable purposes, may establish various funds to accomplish specific goals. All contributions to these funds shall be deemed advisory rather than mandatory in nature and shall remain subject to the exclusive control and discretion of the pastor and the board of deacons. No fiduciary obligation shall be created by any designated contribution made to the church other than to use the contribution for the general furtherance of any of its tax-exempt purposes.

SECTION. 12.03. FINANCIAL RECORDS. The church shall maintain current and accurate financial records in accordance with generally accepted accounting principles. Based on these records, the treasurer or his designee, with assistance from the board, shall annually prepare or approve a financial report for the corporation for the preceding year.

SECTION 12.04. ANNUAL BUDGET. The board of directors, with the advice and recommendation of any committee under its direction, shall cause the treasurer or his designee, to prepare a budget for the upcoming fiscal year. The budget shall be approved by a majority of the members at the annual church business meeting.

SECTION 12.05. BUDGETED EXPENDITURES. The senior pastor or treasurer may expend or authorize the expenditure of the funds of the church in accordance with the annual budget approved by the church.

SECTION 12.06. EXTRA-BUDGET EXPENDITURES. The senior pastor may authorize any expenditure that exceeds any budgeted amount by no more than five percent (5%). The board of deacons may authorize any expenditure that exceeds any budgeted amount by no more than ten percent (10%). The church may authorize any expenditure that exceeds any budgeted amount by more than 10 percent (10%) by a majority vote at any annual or special meeting.

SECTION 12.07. EMERGENCY EXPENDITURES. The pastor and the board of deacons may, in an emergency situation, make or approve the making of any expenditure or obligation exceeding the limit imposed on them in Section 12.06 under the following conditions:

(A) The pastor and the board of deacons, by a majority vote, must determine that the matter is of such urgency that it cannot wait until the next regular meeting of the membership or until a special meeting can be held.

(B) The actual decision shall then be taken at a meeting of the pastor and the board of deacons, any action requiring the approval of at least two-thirds (2/3) of the board.

(C) The pastor shall report the action taken by the pastor and the board of deacons to the next meeting of the members for approval. If the members refuse to approve the action, it shall be reversed insofar as possible, but the pastor and the board of deacons shall not be personally liable for such action, provided that they have, in good faith, followed the procedures set forth in this section.

SECTION 12.08. FISCAL YEAR. The fiscal year of the church shall be from December 1 to November 30.

ARTICLE XIII

INDEMNIFICATION

SECTION 13.01. ACTIONS SUBJECT TO INDEMNIFICATION.

(A) The church may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including all appeals (other than an action by or

in the right of the church) by reason of the fact that the person is or was a pastor, deacon, officer, employee, or agent of the church, against expenses, including attorneys’ fees, judgments fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit, or proceeding; and if that person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the church and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

(B) The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on 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 that he reasonably believed to be in or not opposed to the best interests of the church and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

SECTION 13.02. EXPENSES SUBJECT TO INDEMNIFICATION. To the extent that a pastor, deacon, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in this Article, or in defense of any claim, issue, or matter in that action, suit, or proceeding, he or she may be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the action, suit, or proceeding.

SECTION 13.03. LIMITATIONS OF INDEMNIFICATION. Any indemnification made under this Article, may be made by the church only as authorized in the specific case on a determination that indemnification of the pastor, deacon, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in these Bylaws or Texas law. The determination shall be made (a) by a majority vote of a quorum consisting of the pastor and deacons who were not and are not parties to or threatened with the action, suit, or proceeding; (b) if the described quorum is not obtainable or if a majority vote of a quorum of disinterested deacons so directs, by independent legal counsel in a written opinion; or (c) by a majority vote of the members of the church.

SECTION 13.04. TIMING OF INDEMNIFICATION. Expenses of each person seeking indemnification under this Article may be paid by the church as they are incurred, in advance of the final disposition of the action, suit, or proceeding. As authorized by the board of deacons in the specific case, so long as the pastor, deacon, officer, employee, or agent agrees to repay the amount if it is ultimately determined that he or she is not qualified to be indemnified by the church.

SECTION 13.05. EXTENT OF INDEMNIFICATION. The indemnification provided by this Article shall be deemed to be discretionary unless otherwise required as a matter of law or under any agreement or provided by insurance purchased by the church, both as to action of each person seeking indemnification under this Article in his official capacity and as to action in another capacity while holding that office, and may continue as to a person who has ceased to be a pastor, deacon, officer, employee, or agent and may inure to the benefit of the heirs, executors, and administrators of that person.

SECTION 13.06. INSURANCE. The church may purchase and maintain insurance on behalf of any person who is or was a pastor deacon, officer, employee, or agent of the church against any liability asserted against him and incurred by him in that capacity, or arising out of his status in that capacity, whether or not the church would have the power to indemnify him against liability under the provisions of this Article.

SECTION XIV

CONFLICT OF INTEREST

SECTION 14.01. PURPOSE. The purpose of this conflict of interest policy is to protect the church’s interest when it is contemplating entering into a transaction or arrangement that might either benefit the private interest of an officer, director or 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 or federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

SECTION 14.02. DEFINITIONS.

(A) Interested Person: Any officer, director, or member who has a direct or indirect financial interest.

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

1. An managerial, membership, or investment interest in any entity with which the church has a transaction or arrangement,

2. A compensation arrangement with the church or with any entity or individual with which church has a transaction or arrangement, or

3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Church is negotiating a transaction or arrangement.

(C) Compensation: Compensation includes direct and indirect remuneration as well as gifts

or favors that are not insubstantial.

SECTION 10.03. PROCEDURES.

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

(B) After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board members shall decide if a conflict of interest exists.

(C) An interested person may make a presentation at the board meeting, but after the presentation, he shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

(1) The chairman of the deacons shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

(2) After exercising due diligence, the board or committee 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.

(3) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board shall determine by a majority vote of the disinterested board members whether the transaction or arrangement is in the best interests of the church, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

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

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

SECTION 14.04. RECORDS OF PROCEEDINGS.

(A) The minutes of the board shall contain the names of the persons who disclosed 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 board's decision as to whether a conflict of interest in fact existed.

(B) The minutes of the board also shall contain the names of the persons who were present for discussions and votes relating to the transaction or arrangement, 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.

SECTION 14.05. COMPENSATION. A voting member of the board who receives compensation, directly or indirectly, from the church for services rendered may not vote on matters pertaining to that member's compensation.

ARTICLE XV

BINDING ARBITRATION

SECTION 15.01. SUBMISSION TO ARBITRATION. Believing that lawsuits between believers are prohibited by Scripture, all members of this church agree to submit to binding arbitration any matters which cannot otherwise be resolved, and expressly waive any and all rights in law and equity to bring any civil disagreement before a court of law except that judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

SECTION 15.02. NOTICE OF ARBITRATION.

(A) In the event of any dispute, claim, question, or disagreement arising out of or relating to these Bylaws or any other church matter, the parties shall use their best efforts to settle

such disputes, claims, questions, or disagreement as befits Christians and in accord with Matthew 18:15-17.

(B) To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests not to disgrace the name of Christ, seek to reach a just and equitable solution.

(C) If they do not reach such solution within a period of sixty (60) days, then upon notice by either party to the other, disputes, claims, questions, or differences shall be finally settled by arbitration as described in Section 15.0l, above, and such Procedures for Arbitration as are adopted pursuant to Section 15.04, below.

SECTION 15.03. LIMITATIONS ON ARBITRATION DECISIONS.

(A) Should any dispute involve matters of church discipline, the arbitrators shall be limited to determining whether the procedures for church discipline, as outlined under Section 3.05, were followed.

(B) Should any dispute involve the removal from office of the pastor, deacon, board member or officer, the arbitrators shall be limited to determining whether the procedures set forth in these Bylaws were followed.

SECTION 15.04. ARBITRATION PROCEDURES. The Procedures for Arbitration shall be as adopted by the pastor and the board of deacons.

ARTICLE XVI

AMENDMENTS

These Bylaws may be revised or amended by a majority vote of the members present and voting

at any regular church administration meeting, provided that said revision or amendment has been

announced from the pulpit for at least two consecutive Sundays, and at least fourteen (14) days before the vote is taken. Proposed amendments or changes must be made available to voting members for review at least one week prior to the meeting at which the vote to amend the Bylaws will be taken.