Constitution and Bylaws of the Virginia Beach Fellowship Center

Fellowship of the Inner Light

Ratified February 23, 2014

https://fellowshipoftheinnerlight.com/Docs/Constitution_Ratified_2_23_14.doc

ARTICLE I: NAME

The organization shall be known as the Virginia Beach Fellowship Center – Fellowship of the Inner Light, a.k.a. VBFC or The Fellowship Center, and shall hereafter be referred to in this document as the “Church”, the “Fellowship” or the “VBFC”.

ARTICLE II: LEGAL IDENTITY AND LOCATION

The VBFC is a church located in the Commonwealth of Virginia. The primary business address of the VBFC is 620 14^th Street, Virginia Beach, Virginia 23451.

ARTICLE III: PURPOSE

The purpose of the VBFC is to create a mutually supportive community and sacred space in which each person may experience an intimate, uplifting relationship within Mother-Father God.

Expression of Purpose

We are an interfaith spiritual community that honors each individual’s path and seeks to understand the core teachings of all world religions and spiritual masters that hold Love, Light and Joy to be the nature, character and manifestation of God.

Our ideal is to express the Christ Consciousness, which means we honor the Presence of God within each of us and as embodied in the life and all creation. We support one another in our individual and collective realization and expression of Christ Consciousness as embodied in the life and teachings of Jesus the Christ and other spiritual masters.

We affirm the Oneness of God and the Great Commandments of Love and seek to live our lives exemplifying these principles.

We are committed to being good stewards of the creative energy that flows through us manifesting as spiritual, financial and other resources; we share these resources with each other and the greater community.

We provide a home for Sunday “Joy in Worship” services, community activities and fellowship; spiritual study and practice; counseling, teaching and healing; and making available the readings and teachings of Paul Solomon, founder of the Fellowship of the Inner Light.

So Be It.

ARTICLE IV: BOARD OF DIRECTORS

SECTION 1 – Number of Directors

The VBFC shall have seven (7) Directors and two (2) alternates and collectively they shall be known as the Board of Directors. The number may be changed by amendment of this Bylaw, or by repeal of the Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

A maximum of three (3) active Pastors of the Church may serve at the same time as Directors or alternates on the Board of Directors. In any election, a Pastor with the most votes may be elected to the Board up to the maximum of three. Thereafter, candidate Pastors will be passed over in favor of non-Pastor candidates with the most votes.

SECTION 2 – Powers

The Board of Directors shall be responsible for conducting the activities and affairs of the VBFC that are not specifically delegated to the Pastoral Council as documented in ARTICLE VII. All action of the Board shall be in full compliance with the provisions of the Constitution and Bylaws of the VBFC.

SECTION 3 – Duties

The duties of the Directors shall be as follows:

A) General: Perform any and all duties imposed on them by the Constitution.

B) Financial: Manage the budget and all financial affairs of the VBFC.
C) Financial: Enter into contracts on behalf of the VBFC and commit the resources of the VBFC to meet any obligations or contracts.
D) Financial: Borrow funds and pledge the credit and assets of the VBFC to secure any loan made to the VBFC.
E) Personnel: Appoint and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the VBFC.
F) Personnel: Supervise all officers, agents, employees and independent contractors of the VBFC to assure that their duties are performed properly.
G) Meetings: Meet at such times and places as are required by these Bylaws.
H) Standard Policies: Promulgate standard policies governing the conduct of the affairs of the VBFC.
I) Committees: Establish committees.
J) Programming: Supervise the planning, development, implementation, funding and evaluation of all programming sponsored by the VBFC. Said programming is to include, but not necessarily be limited to, the following: A. social activities; B. the VBFC newsletter; C. workshops and lectures; D. seminars
K) Bookstore: Supervise the operation of the VBFC Bookstore, if operational, including a review of a monthly financial report prepared by the manager of the store.
L) Building Maintenance: Ensure that the Church property is kept in a reasonable state of repair and maintenance. Supervise all renovation projects conducted in any building.
M) Vacancies: Fill any and all vacancies on the Board of Directors until the expiration of that Board Member’s term.
N) Public Relations: Represent the VBFC members’ interest to the public, to other organizations, and to governmental bodies.
O) Registered Addresses: Board Members shall register their addresses with the Corresponding Secretary of the VBFC. Notices of meetings mailed, telephoned, faxed or emailed to Board members at such addresses shall be valid notices thereof.
P) Absence: In the event a Director is absent from a meeting, the designated first alternate to the Board of Directors will serve for that Director. If a second Director is absent, the second alternate will serve in that position.

SECTION 4 – Terms of Office/Elections

A) Each Director shall be elected by the general membership of the VBFC and shall hold office for a two-year term. The terms shall be on a rotation basis and shall begin with three (3) Directors’ terms ending on even years and four (4) Directors’ terms ending on odd years. This rotation shall begin with the 1995 election, with the Board of Directors determining who shall be in the first rotation and who in the second.
B) Each alternate shall be selected by the Board of Directors and shall hold office for a one (1) year term.
C) Balloting for the annual General Election shall be conducted at three (3) Sunday services in the month of February, said weeks to be determined by the Board of Directors. The ballot may, at the discretion of the Board of Directors contain a photo of each candidate and a short biography with the length determined by the Nominating Sub-Committee. The term of office of each newly elected Director shall commence March 1. It is the responsibility of the candidate to supply a photo (if needed) no later than January 10^th to the Nominating Sub-Committee chairperson.
D) Nominations
The Nominating Committee shall consist of not less than three (3) nor more than five (5) active members of the VBFC. One member, who shall be the Chairperson, shall be selected by the Board. One member will be selected by the Pastoral Council. The President of the Board and the Chairperson of the Pastoral Council will jointly select a member of the Congregation. Any additional members of the Committee will be appointed by the Board.
Committee members shall be appointed no later than December 1st of each year.
The primary objective of the Nominating Committee is to identify, encourage and recommend the slate of active and contributing members of the VBFC to run for election to the Board of Directors. The Nominating Committee shall have the duty to select the slate of candidates to be submitted to the congregation at the aforementioned annual general election. This slate shall include the names of all current Directors who so state their desire to run for re-election.
Members wishing to be considered for nomination must notify the Chairperson of the Nominating Committee no later than January 10 of his or her desire to run and must submit any application forms required by the Nominating Committee by that date.
In the event the Nominating Committee determines that a nominee should not be permitted to be on the ballot, there must be a unanimous vote by the Committee to make that determination. This recommendation by the Committee will be sent to the Board for approval which will require two third (2/3) vote of the Board. In the event a two third (2/3) vote is not achieved, then the nominee will be placed on the ballot. The Board shall call a special meeting to consider the Committee’s recommendation and this meeting will be conducted in Executive Session.
No employee of the Fellowship Center shall be eligible to serve as a member or alternate member of the Board of Directors. An employee shall be defined as an individual for whom social security is being paid by the Fellowship Center.
The general election shall be presided over by the President of the Board of Directors.
Any nominee on the slate of candidates who so desires must notify the Nominating Committee of the nominee’s intention by January 21 to speak on his or her behalf before the assembled community at the first Sunday’s balloting in February to express his or her reasons for running for the office. Said talk shall be limited to three (3) minutes in duration.
No candidate shall be permitted to be the speaker at the Sunday Service between January 10 and the end of February.
Election shall be by confidential ballot. The ballot shall list the names of all nominees. Each VBFC member who votes shall indicate on the ballot the names of those three (3) nominees on even numbered years or four (4) nominees on odd numbered years that he or she wishes to elect to serve on the Board of Directors.
The ballots shall be prepared, distributed, collected and counted under the direction of a minimum of two of the following persons: Minister appointed by the Pastoral Council, Office Manager, Nominating Committee Chairperson, Board President or Vice President (if not running for re-election), or Head Usher. Election shall be by plurality vote. If more than three (3) or four (4) individuals are listed on the ballot, those three or four (4) individuals who receive the highest number of votes shall be elected to serve on the Board of Directors. The names of the newly elected Board members and the total number of votes cast shall be announced by the President, Vice President or other designated Board member at a general election community meeting immediately following a tallying of the votes at the completion of balloting. The names of the new Board members shall be published to the membership in a manner designed by the Board of Directors.
Immediately following the election, the Chairperson of the Nominating Committee shall report, in writing, to the President of the Board and the Chairperson of the Pastoral Council the names of the members counting the ballots each Sunday, the actual votes cast for each candidate each Sunday and the total votes for each candidate. The report will be kept as a confidential record by the Office Manager. The candidates may request to see the breakdown of the votes cast from the Chairperson of the Nominating Committee. The candidate must agree to keep this information confidential.
Not withstanding Paragraph 12 above, any member of the Church may ask the Board to see the breakdown of votes for each candidate if the member has a question on the procedures followed. The Board will decide by majority vote whether to grant the request.
If the member has a question or concern about the election results, that member may bring the question or concern to the Board for discussion and determination. The member agrees to maintain confidentiality as to discussing the results of the election with non-Board members.
The dates and times of the annual general election shall be announced in an electronic communication to the membership in January as determined by the Nominating Committee and dates and times of said election shall furthermore be announced at each VBFC Sunday worship service starting in January of each year until balloting is completed in February.
VBFC members choosing to vote in the annual general election shall constitute a quorum of the membership. Only Church members who are present at any of the designated balloting Sundays in February shall qualify to cast a vote.
New members must be registered to vote by December 1^st of the prior year to be eligible to vote in the February election.

SECTION 5 – Removal and Resignation of Board of Directors Members

A) A member of the Board of Directors may be removed by the remaining Board members for just cause, including but not limited to chronic absenteeism. The “affected director” shall be given notice of the date and nature of the meeting where the vote will take place, no less than seven (7) calendar days prior to the meeting of the vote. At the meeting, the President shall have a vote, and the affected director shall not. An alternate shall be appointed to vote in the affected director’s place. A minimum of five (5) of the directors’ affirmative votes are required to successfully remove a director. Prior to the vote, the affected director shall be given the opportunity to address the Board and the Board may consider any mitigating circumstances that may affect their vote. In the event that the vote does not gain the required five-vote majority, new or continuing cause demonstrated by the director may result in a new vote to remove the director, renewing former causes without prejudice.
B) Where a director presents the President of the Board with a letter of resignation, the Board shall address and accept the director’s resignation at the next scheduled Board meeting. The Minutes shall reflect that the letter of resignation was presented and accepted. The President may retain the letter itself.

SECTION 6 – Place and Time of Board Meetings

A) Regular meetings shall be held monthly at a time and place designated by the Board. The information shall be posted on the church bulletin board. Regular meetings can be canceled on the decision of the President for good cause only. If a regular meeting is canceled, it shall be rescheduled by the President at the earliest possible time after the date of the scheduled meeting and at the convenience of the greatest number of Board members. All Board members shall be notified of such a cancellation and rescheduling either personally, via mail, telephone, fax or email. No more than two (2) months per year shall pass without a lawfully held meeting of the Board of Directors.
B) Special meetings may be convened, when necessary, in order to handle special issues before the Board. In the event a special meeting is scheduled, all Board member shall be notified of such special meeting either personally, via mail, telephone, fax or email no later than three (3) days prior to the date of the special meeting. The three (3) day rule may be waived in the event of a bona fide emergency.
C) Business issues will not normally be discussed at the Sunday morning worship service. Specific resolutions which are discussed in depth at either a Board Meeting or a Community meeting may be voted upon by the Congregation (Community) at a Sunday morning worship service. This procedure will be utilized only in exceptional circumstances as deemed necessary by the President of the Board. Decision will be by majority vote of the Congregation present at the Sunday Morning service.
D) The Board of Directors and the Pastoral Council shall meet together a minimum of one session annually for a strategic planning session. The meeting shall be convened on a date in March or April as mutually agreed upon by the Board of Directors and the Pastoral Council. The Board of Directors and the Pastoral Council may then meet on an as-needed basis upon request of a majority of the members of either the Board of Directors or the Pastoral Council.

SECTION 7 – Quorum for Meetings

A quorum for a valid vote shall consist of at least four (4) Directors.

SECTION 8 – Attendance/Conduct of Board Meetings

A) Meetings of the Board of Directors shall be presided over by the President of the Board, or in his or her absence, by the Vice President of the Board.

B) In all issues, the Board shall strive to reach agreement by use of the consensus method. Consensus is defined as follows: Each Board member present shall have the opportunity to state their viewpoint as to whether they can accept the decision being discussed. If everyone agrees, then consensus has been reached. If consensus is not initially reached, then the Board will continue to discuss the issues. In the event consensus is not realized, then a member may call for a vote by the Board and the majority vote shall prevail.
C) The practice of prayer and meditation shall constitute an integral part of all Board meetings, particularly in regards to the decision-making process.
D) In addition to duly elected or appointed Board Members and alternates, the Office Manager and a Minister appointed by the Pastoral Council shall also sit and participate at the table in the discussion of agenda items at all Board meetings. Should an active Minister already serve as a Board member or alternate, then another Minister need not be appointed for the purpose of this subsection.
E) Board meetings are open to the public and Church members are encouraged to attend said meetings in the role of observer. Actual participation in Board discussions will normally be limited to Board members and staff members mentioned in paragraph D above. This policy is to be flexible in nature; the Board may waive this policy on a case-by-case basis for good cause. A majority of the Board may declare an executive session at any time, which will be open only to Board members and alternates. Church members are encouraged to submit items for consideration to the Board of Directors and may be invited by the Board to present their ideas personally.
F) Only duly elected Board members may vote on issues to be decided upon by the Board.
G) Final approved minutes of all Board and community meetings shall be recorded, typed and published to the membership by the recording secretary no later than twenty-one (21) days following the adjournment of the meeting. A copy of approved minutes shall be sent to the Pastoral Council.
H) The Board shall maintain a written Policy Manual of all Board approved policies and procedure. The Policy Manual shall be made available for review by the membership in a manner designated by the Board. The Board shall insure that the Policy Manual is updated no later than 30 days after a change has been approved by the Board.
I) In the event a Board member has a conflict of interest when an agenda item is discussed then said Board member may take part in the discussion, but must recuse him or herself from voting. In the event that the Board member who has a potential conflict of interest refuses to recuse him or herself, then another Board member can make a motion to recuse that Board member. After discussion, a vote will be taken with the majority prevailing. The Board member that may have the conflict shall not be eligible to vote on his or her, own recusal.

SECTION 9 – Action by Written and Email Consent Without Meeting

Any action required or permitted to be taken by the Board of Directors under any provision of law or by this Constitution/Bylaws may be taken without a meeting, if the President consents to the action and a total of 6 members composed of the other members of the Board and the Alternates individually or collectively consent in writing, via mail or email to such action. If any member of the Board or the Alternates vote no, then consent without a meeting will not be permitted to proceed.

SECTION 10 – Vacancies

Vacancies on the Board of Directors shall exist (1) upon death, resignation or removal of any Director and (2) whenever the number of authorized Directors is increased. Vacancies on the Board are to be filled upon a minimum of two thirds (2/3) vote of directors. A person elected to fill a vacancy as provided in this Section shall hold office until the completion of that former Board member’s term. If the number of members on the Board of Directors is increased it must be increased in increments of two, to keep the total count of members to an odd number. Both members start to serve at the same time, however; the one member with the most votes will serve a two-year term and the other will serve a one-year term, thus starting the election rotation.

SECTION 11– Non-Liability of Directors

The Directors shall not be personally liable for the debts, liabilities or other obligations of the VBFC.

ARTICLE V: OFFICERS

SECTION 1 – Number of Officers

The officers of the VBFC shall be a President, a Vice President, a Recording Secretary, a Corresponding Secretary, and a Treasurer.

SECTION 2 – Qualification, Election and Term of Office

Only members of the Board of Directors may serve as Officers of the Board. Officers shall be elected by the Board of Directors on an annual basis at the first regularly scheduled Board meeting in March following the annual general election. Each officer, therefore, shall serve a twelve (12) month term. Any officer may be re-elected by the Board to his or her officer position for as many terms as the Board so chooses. In the event of the resignation or removal of an officer prior to the completion of his or her twelve (12) month term, the Board shall elect another VBFC member to serve the remaining portion of the un-expired term.

SECTION 3 – Subordinate Officers

The Board of Directors may appoint such other officers or agents as it may deem desirable. Such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

SECTION 4 – Duties of the President

A) The President shall serve as the primary coordinator of the activities of the VBFC and shall, subject to the control of the Board of Directors, supervise and facilitate the affairs of the VBFC and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law and by the Constitution/Bylaws of the VBFC, or which may be prescribed from time to time by the Board of Directors.
B) The President shall preside at all meeting of the Board of Directors and at all meetings of the members.
C) Except as otherwise expressly provided by law, or by the respective Constitution/Bylaws of the VBFC, the President shall, in the name of the VBFC, execute such deeds, mortgages, bonds, contracts, checks, and other instruments which may from time to time be authorized by the Board of Directors
D) The President shall serve as Ex-officio member of all VBFC committees and ministries.
E) The Chairperson of the Pastoral Council may not serve concurrently as President of the Board of Directors.

SECTION 5 – Duties of the Vice President

In the absence of the President, or in the event of his or her inability to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law by the Board of Directors, or by the Constitution/Bylaws of the VBFC.

SECTION 6 – Duties of the Recording Secretary

A) Certify and keep at the principal office of the VBFC, the original or a copy of this Constitution/Bylaws as amended or otherwise altered to date.

B) Keep at the principal office of the VBFC or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and of the members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof.
C) Minutes shall be presented for approval at the next regularly scheduled meeting of the Board. Any changes or additions to the minutes by the recording secretary must be brought to the attention and be approved by the Board prior to these changes or additions becoming part of the official minutes of the Board.
D) Decisions made by the Executive Committee shall be included in the minutes at the next regularly scheduled Board meeting.
E) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
F) Serve as custodian of the records of the VBFC.
G) In general, perform all duties incident to the office of the Secretary and such other duties as may be required by law, by the Constitution/Bylaws of the VBFC, or which may be assigned to him or her from time to time by the Board of Directors.

SECTION 7 – Duties of the Corresponding Secretary

A) Keep at the principal office of the VBFC membership records containing the name and address of each member. In the case where any membership has been terminated, the Corresponding Secretary shall record such fact in the membership records together with the date on which such membership ceased.
B) Exhibit at all reasonable times to any Director of the VBFC, or to his or her agent or attorney, upon request therefore, the membership book.
C) Accept responsibility for providing to the Membership and those who have a reasonable right to know, an account of current activities of the Board of Directors and VBFC.
D) Notify Board members of all meetings.
E) Receive, respond to and send out correspondence.
F) In general, perform all duties incident to the office of the Secretary and such other duties as may be required by law, by the Constitution/Bylaws of the VBFC, or which may be assigned to him or her from time to time by the Board of Directors.

SECTION 8 – Duties of the Treasurer

Subject to the provisions of these Bylaws relating to the “Execution of Instruments, Deposits and Funds,” the Treasurer shall do the following:

A) Have charge and custody of and be responsible for all funds in the name of the VBFC, and deposit all such funds in the name of the VBFC in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
B) Receive and give receipts for monies due and payable to the VBFC from any source whatsoever.
C) Keep and maintain adequate and correct accounts of the VBFC as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
D) Keep and maintain adequate and correct accounts of the VBFC’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
E) Exhibit at all reasonable times the books of account and financial records to any Director of the VBFC, or to his or her agent or attorney upon request therefore.
F) Render to the President and Directors, whenever requested, an account of any or all transactions and of the financial condition of the VBFC.
G) Prepare, or cause to be prepared, a monthly financial statement, which is to be submitted in a timely manner to the Board of Directors at each regularly scheduled monthly business meeting for evaluation and review.
H) Present financial reports for the preceding calendar year to the church membership at the Annual General Election Community. Meeting scheduled by the Board of Directors to be held in February of each year.
I) In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, the Constitution/Bylaws of the VBFC, or which may be assigned to him or her from time to time by the Board of Directors.

SECTION 9 – The Executive Committee

A) There shall be an Executive Committee, which shall consist of the President, Vice President and Treasurer. The Board President may appoint another officer to serve as a replacement in the event that any member of the Executive Committee is not available to make a specific decision.

B) The Board may, at its discretion, task the Executive Committee to make decisions on any issue when the Board is not in session.
C) The Executive Committee also is authorized to take immediate action on emergency issues that the Executive Committee deems appropriate when the Board is not in session.

ARTICLE VI: PASTORAL COUNCIL

SECTION 1 – Definition of VBFC Minister

A VBFC Minister shall be defined as any ordained Minister of the Fellowship of the Inner Light who has been officially designated by the Pastoral Council to serve as a practicing Minister of the VBFC. The Chairperson of the Pastoral Council will notify the Center Administrator to add him or her to the register.

SECTION 2 – Membership

A) The membership of the Pastoral Council shall consist of any member who is an ordained Minister of the Fellowship of the Inner Light who wishes to actively participate as a member of the Pastoral Council. An active member has the right to participate in, discuss, initiate and vote on all matters before the Pastoral Council. An active member furthermore has the right to fully participate in all the duties and responsibilities of the Pastoral Council.

B) Active participation is defined as attending a minimum of three (3) consecutive scheduled meetings. Any Minister who is absent from five (5) consecutive scheduled meetings will lose active membership status. An inactive member is encouraged to attend and participate in discussions before the Council, but has no voting privileges. A majority vote of the Pastoral Council may waive the requirement of three (3) consecutive meetings for an inactive Minister to be reinstated as active under mitigating circumstances.
C) Any member of the Pastoral Council is eligible to serve as a member of the Board of Directors.
D) In the event the active membership of the Pastoral Council is less than four members, the responsibilities of the Pastoral Council as defined in Article VII, Sections 3 and 4 of this Constitution shall revert to the Board of Directors. The responsibilities shall revert back to the Pastoral Council when there are four or more Ministers who have attended a minimum of three (3) consecutive meetings of the Pastoral Council.
E) In addition to duly appointed Ministers on the Pastoral Council, the Office Manager and an active Board member appointed by the Board of Directors may also sit at the table and participate without a vote in the discussion of agenda items at all meetings of the Pastoral Council. Should a Board member already serve as a Minster on the Pastoral Council, then another Board member need not be appointed for the purpose of this subsection.

SECTION 3 – Responsibilities

The Pastoral Council shall be responsible for the spiritual activities and affairs of the Virginia Beach Fellowship Center as defined by Article VI, Section 4. All actions of the Pastoral Council shall be in full compliance with all provisions of the Constitution and Bylaws of the VBFC.

SECTION 4 – Duties

The Pastoral Council shall be responsible for:

A) General: Performing any and all duties required of the Council by the Constitution and Bylaws; or assigned by mutual agreement of the Pastoral Council and Board of Directors.
B) Spiritual Services:
Structuring, planning and implementing of the Sunday Services including the pre-approval of all Joy in Worship Sunday speakers.
Providing consultation and supervision to the Children’s Program Director and the Teen Program Director in the delivery of Sunday school programming.
Encouraging and insuring that prayer/meditation groups and other spiritual groups which meet at the Church or in the community under the auspices of the VBFC conduct their work in accord with the Purpose of the VBFC as defined in this Constitution and Bylaws.
C) Educational Services: Approving, implementing, monitoring, and evaluating educational services included but not limited to the Sunday School educational program and ILC workshops.
D) Minister Supervision: Supervising all VBFC Ministers in the performance of their pastoral duties including, but not limited to, the following:
Facilitating the Sunday services.
Performing Church sacraments.
Visiting and/or counseling the sick (physical and/or mental).
Conducting and supporting community and individual outreach programs of the VBFC.
E) Employed Pastor: In the event the Church employs a Pastor(s), the Pastoral Council shall supervise the Pastoral duties and the Board of Directors shall supervise the administrative duties of said Pastor(s).
F) Ordination Policies and Procedures: The Pastoral Council shall be responsible for the formulation, development, implementation, and evaluation of all policies and procedures relating to the ordination of all Ministers of the Virginia Beach Fellowship Center.
G) Seminary Program: Planning, developing, implementing, and evaluating all aspects of the VBFC Seminary Program. A Seminary Committee shall be responsible for the management of the Seminary Program. The number of members of the Seminary Committee shall be determined by the Pastoral Council. One member of the Seminary Committee shall be appointed by the Board of Directors; the remaining members shall be appointed by the Pastoral Council. The Pastoral Council shall review the need for a Seminary Program at least every three (3) years. The Board of Directors shall be responsible for all financial decisions regarding the operation of the Seminary program.
H) Speaker Survey: Planning, developing, implementing and evaluating a survey as a feedback tool for speakers and the Pastoral Council. The Speakers Survey shall be conducted annually and timed to coincide with the three Sundays election process during the month of February.
I) Final approved minutes of all Pastoral Council meetings shall be recorded, typed and published to the membership by the designated member of the Pastoral Council no later than twenty-one (21) days following the adjournment of the meeting. A copy of approved minutes shall be sent to the Board of Directors.

SECTION 5: Number of Officers, Qualifications and Terms of Office

A) The Officers of the Pastoral Council shall be a Chairman and a Recording Secretary.

B) Only Active Ministers of the Pastoral Council may serve as Officers of the Pastoral Council.

SECTION 6: Place and Time of Pastoral Council Meetings

The Pastoral Council shall normally meet a minimum of one scheduled meeting each month for eleven months of each calendar year. The location, date and time of the monthly meetings shall be set by the Council upon a duly passed motion.

SECTION 7: Quorum for Pastoral Council Meetings

A quorum for a valid vote at any meeting shall consist of a minimum of fifty percent (50%) of all active Ministers of the Council.

SECTION 8: Attendance/Conduct of Council Meetings

A) In all issues discussed by the Pastoral Council, the Council shall strive to reach agreement by use of the consensus method. In the event consensus is not realized, majority vote shall prevail.

B) All meetings shall be presided over by a Chairperson appointed by the Council at its discretion.
C) The practice of prayer and meditation shall constitute an integral part of all Council meetings, particularly in regard to the decision making process.
D) Any person may request an appearance before the Pastoral Council by submitting to the Council Chairperson a written statement outlining the issue(s) he or she wish to discuss with the Council. Said person will then normally be invited to attend the next regularly scheduled Council meeting to present his or her agenda items. The written statement requirement may be waived at the discretion of the Chairperson.
E) Any member of the Pastoral Council may be removed from the Council for just cause by a two-thirds majority vote of all active members of the Pastoral Council.
F) A Recording Secretary will be appointed by the Pastoral Council. The Recording Secretary will be responsible for recording, typing, and distributing the Minutes of all Council meetings before the next meeting. The Recording Secretary will provide the Office Manager and all members of the Board of Directors with a copy of the Approved Minutes; the Office Manager will be responsible for keeping a record of all Minutes at the Fellowship Center for public review. The names of all active members of the Pastoral Council shall be documented at the beginning of the Minutes of all meetings.

SECTION 9 – Action by Unanimous Consent Without Meeting

Any action required or permitted to be taken by the Pastoral Council under any provision of this Constitution/Bylaws may be taken without a meeting, if all members of the Council shall individually or collectively consent in writing or by fax or e-mail to such action. The Chairperson shall be responsible for presenting said actions to all active members and receiving their written responses.

SECTION 10 – Non-Liability of Council Members

No member of the Pastoral Council or the Board of Directors shall be personally liable for the debts, liabilities or other activities of any individual Minister of the VBFC.

ARTICLE VII: SELF-REGULATION

SECTION 1 – Code of Ethics

A) Creation – The Board of Directors and the Pastoral Council, jointly, shall be responsible for the creation of a Code of Ethics for the Board of Directors and a Code of Ethics for the Pastoral Council, respectively.

B) Directors’ Compliance – All Directors shall comply fully with the Code of Ethics for the Board of Directors. The Board of Directors, individually and collectively, shall monitor the behavior of all Directors to ensure that all Directors are in compliance with the Code of Ethics and shall take appropriate action in instances of non-compliance.
C) Director’s Confidentiality – The Board of Directors will be responsible for the creation of a Confidentiality Agreement for the Board of Directors which will be signed by all Board members at its first meeting in March of each year.
D) Ministers’ Compliance – All Ministers on the Pastoral Council shall comply fully with the Code of Ethics for the Pastoral Council. The Pastoral Council, individually and collectively, shall monitor the behavior of all Ministers to ensure that all Ministers are in compliance with the Code of Ethics and shall take appropriate action in instances of non-compliance.
E) Member(s) making a complaint about another member or members must be willing to have their identity revealed, in confidence, to the Board of Directors or the Pastoral Council for either group to be willing to discuss the situation. In the event that the member does not agree to be identified, then neither the Board of Directors nor the Pastoral Council shall discuss the situation.

SECTION 2 – Conflict Resolution

A) Board of Director’s Oversight – The Board of Directors shall oversee and make the final determination in matters involving:

Perceived threats to the property or welfare of the Church;
Accusations of impropriety involving a church Officer or Director, or a Committee Chairperson of the Board as it pertains to their official function and duties;

[Note: The Board supervises the performance of all officers, agents, employees and independent contractors of the VBFC to assure that their duties are performed properly, pursuant to Article IV Sec 3(F).]

[Note: Accusations of impropriety involving the Board of Directors as a whole shall be under Pastoral Council oversight pursuant to Article VII Sec 5.]

A perceived ethical violation of a Board member;
Any matter pertaining to the business of the church;
Whenever a church member disregards a policy of the Church as defined in the VBFC Policy Manual;
Any matter not otherwise enumerated herein.
B) Pastoral Council’s Oversight – The Pastoral Council shall oversee and make a final determination in matters involving:
A perceived ethical violation or other impropriety of a Minister or Committee Chairperson of the Council;
An interpersonal dispute between members of the Church.
A challenge by three registered members of the Church against the entire Board of Directors as a church body, pursuant to Article VII Section 5 hereunder.
ctions by any registered Church member not in accordance with the spiritual principles expressed in the Fellowship’s Statement of Purpose.
C) Conflict Resolution Procedure – In any church-related dispute or alleged violation, the Conflict Resolution procedure shall proceed on a graduated scale.
First Level – The affected members (the “parties”) are encouraged to work the matter out amicably, with love and understanding, to their mutual satisfaction. If this proves unfeasible, then:
Second Level – A concerned member may approach a Pastor or the Pastoral Council in confidence. It shall be determined whether the matter is urgent requiring immediate action, or whether informal mediation might resolve the matter. If the matter is suitable for mediation, then the Pastoral Council, in executive session, will appoint a mediator to attempt to resolve the matter. With the cooperation of all parties, mediation shall be scheduled and convened. The results of the mediation will be documented in the confidential executive session Minutes of the next Pastoral Council meeting.
Third level – Should mediation be deemed impractical, or an actual effort to mediate has proven fruitless, then the Pastoral Council will determine whether a formal Grievance in the matter would come under the purview of the Board or the Pastoral Council according to this Section. The matter, coming before either the Board or the Pastoral Council, shall proceed in one of three ways:
The Board or Council may hear the matter itself in executive session, abiding by due process, and make a final determination as to appropriate actions to be taken if any.
The Board or Council may refer the matter to a three (3) person ‘Hearing Panel’ to hear the evidence in accordance with due process procedures, and to make a recommendation as to appropriate actions to be taken and/or reprimand imposed, if any.
After careful consideration, and in reasonable fairness and good faith, the Board or Council may deem the matter essentially without merit and determine to not hear the matter at all, without recourse.
Fourth Level – If a Hearing Panel is convened, then the Board or Council shall consider the Panel’s recommendation in making its determination. The Board or Council shall either approve the Panel recommendation(s) as presented, or may modify the recommendation(s) by a two thirds (2/3) vote.

SECTION 3 – Due Process Requirements

A) Absolute Rights of a Party – In any formal Grievance Hearing, and unless expressly waived by the party, a party shall have an absolute right to:
Notice of the date, time and nature of a hearing or meeting that is part of the Hearing process, no less than one week (7 days) before the scheduled hearing;
Have an active Church member of the party’s choosing to serve and assist as the party’s Advocate throughout the Hearing process;
Confidentiality as to specifics communicated during the Hearing process, and within the Board or Council. A Hearing may be open to the public upon request of one party and waiver by all other parties;
Cross-examine witnesses and make a summary statement;
Call witnesses to testify;
A final determination in the matter;
A written summary of notes taken at the Hearings.
B) Optional Requirements – In the Hearing process, the Board or Council may also vote to require:
A written petition from the Petitioner (accusing party) and a written response from the Respondent (accused party);
An audio/video recording of the Hearing process, in addition to the summary notes;
Averbatim transcription of the recording, in addition to the summary notes.

SECTION 4 – Recommendation and Final Determination

A) Written Recommendation – Once a formal Hearing process is concluded, the Hearing Panel will present the Board or Council with a written recommendation as to what action should or should not occur, change of policy, and/or suspension, reprimand or removal from membership.

B) Final Determination – In executive session unless open to the public by a waiver of all parties, the Board or Pastoral Council will review the recommendation of the Hearing Panel. After a reasonable time for discussion, a motion shall be made to accept the Panel’s recommendation. The Board or Council may approve the Panel’s recommendation by a majority vote, or approve a modified determination by a two-thirds (2/3) vote. In order to further consider the matter, the Board or Council may postpone the final determination until the next monthly meeting of that church body when a final determination must be made.
C) Records – The written records and recorded data pertaining to the Hearing process shall be kept in a confidential file. The public Minutes of the Board or Pastoral Council shall merely report the fact that these particular parties had a dispute that was resolved pursuant to a Board or Council Hearing or a Hearing Panel conducted on a certain date, and the final determination of the Board or Pastoral Council and any resulting solution, change of policy, and/or reprimand ordered by the Board or Council.

SECTION 5 – Challenge by Three Registered Members Against The Board of Directors

A) Any three Church members, including members of the Board, may jointly petition the Pastoral Council to challenge the authority of the entire Board of Directors as a governing body of the Fellowship Church. The Pastoral Council is not bound by Conflict Resolution procedures or Due Process that is afforded an individual, but the Council shall hear evidence and proceed in a fair and reasonable manner, doing all things necessary to make a final determination in the matter. This determination shall be made by unanimous vote of all Active Pastors on the Pastoral Council, excluding any Pastors who also serve as a Director or Alternate on the Board. The Pastoral Council shall do one of two things:

find no cause to pursue the matter any further;
find cause to dissolve the Board of Directors and hold a special election to nominate and elect seven new Board members.
B) The election will follow the rules of a regular election, with the following exceptions:
The election process will be completed within forty-five (45) days from the Pastoral Council’s vote to dissolve the Board. Members of the dissolved Board are not excluded from being nominated and elected again.
The four candidates with the most votes shall each serve the remainder of the previous Director’s two (2) year term, and the those with the next three top vote counts will each serve the remainder of the previous Director’s term of one (1) year before the regular election cycle is resumed.

SECTION 6: Board of Directors and Pastoral Council

When there is disagreement between the Board of Directors and the Pastoral Council on any topic that is determined to be a concern of both groups, the following procedures will determine the outcome of the matter.

A) The Board of Directors and the Pastoral Council will schedule a joint meeting to discuss the matter. Consensus will be attempted.
If consensus cannot be reached then each group shall vote within themselves. A majority vote will prevail in each group.
If the two groups still do not agree, then a date for a community meeting will be scheduled by agreement with the President of the Board and the Chairperson of the Pastoral Council.
B) The Community Meeting must be announced at three consecutive Sunday Services prior to the meeting occurring. Two notices must be made by electronic communication in the two weeks prior to the meeting.
All members of both groups will be invited to join The Community Meeting discussion, as well as, Church Members.
Discussion will be led by the President of the Board of Directors and/or the Chairperson of the Pastoral Council.
Consensus will be attempted. If consensus cannot be reached, a show of hands vote will be conducted. A majority vote will decide the matter.

ARTICLE VIII: EXECUTION OF INSTRUMENT, DEPOSITS AND FUNDS

SECTION 1 – Execution of Instrument, Deposits and Funds

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or staff employee of the VBFC to enter into any contract or execute and deliver any instrument in the party of and on the behalf of the VBFC, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have the power or authority to bind the Church by ally contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. Any expenditure amount above Five Thousand Dollars ($5000.00) shall require approval by the membership.

SECTION 2 – Checks and Notes

Except as otherwise specifically determined by the resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, order for the payment of money, and other evidence of indebtedness of the VBFC shall be signed by either the Center Bookkeeper, Center Administrator or the President of the Board of Directors. Said financial instruments in excess of $200.00 shall furthermore be approved and initialed by the Treasurer or the President.

SECTION 3 – Deposits

All funds of the VBFC shall be deposited from time to time to the credit of the VBFC in such banks, trust companies, or other depositories as the Board of Directors may select.

SECTION 4 – Gifts

The Board of Directors may accept on behalf of the VBFC any contribution, bequest or devise for the charitable or public purposes of the VBFC.

ARTICLE IX: RECORDS, REPORTS, AND DOCUMENTS OF VBFC

SECTION 1 – Maintenance of Records

The VBFC shall keep at its principal office the following:

A) Minutes of all meetings of Directors, and of all Community Meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the proceedings thereof. The names of all individuals attending Board meetings shall be recorded in the minutes.

B) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
C) A record of its members, indicating their names and addresses and the termination of any membership.
D) A copy of the Constitution/Bylaws of the VBFC, amended to date, which shall be open to inspection by the members of the VBFC at all reasonable times during office hours.

SECTION 2 – Director’s Inspection Rights

Each Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the VBFC.

ARTICLE X: MEMBERSHIP; REGISTRATION; and GUESTS

A) Member Registration – With unconditional love, the VBFC welcomes any individual to join our Fellowship without regard to race, ethnicity, gender or sexual orientation. To become an active “registered” member, an individual is required to sign a written ‘Commitment of Purpose and Ideals’, to the effect:

I hereby request recognition as a full and active member of the Virginia Beach Fellowship Center – Fellowship of the Inner Light (“Church”) and the Fellowship Family, and hereby pledge my support and services as follows:

– to participate in Church affairs and activities whenever I am able;

– to assist and console fellow Church members;

– to give of my time and financial support as I am able;

– to abide by the Church Constitution, policies; determinations of the Board of Directors and the Pastoral Council;

– and to live my life in accordance with the spirit of the Fellowship’s Statement of Purpose.

B) Removal of a Member – The Board of Directors may, for just cause and with a two-thirds (2/3) majority vote of the Directors in attendance at a regularly scheduled meeting or a duly noticed Special Meeting, remove an individual from the membership rolls in the VBFC. The individual shall have at least seven (7) calendar days written notice of such meeting and shall have the opportunity to attend the meeting to speak on his or her own behalf and to answer any charges of wrongdoing.
C) Within seven (7) calendar days from a hearing in which a individual’s membership status is revoked, the individual may deliver a written request for a full due process hearing as outlined in Article VII Section 3, which shall be granted, scheduled, and convened within thirty (30) days from the delivery of the individual’s written request. Upon its conclusion, the Hearing Panel will make a recommendation to the Board, and the Board will make a final determination at the next regularly scheduled Board meeting.
D) If so determined by the Board, the individual will be notified in writing of the individual’s removal as a Member of the Church, with mention of the due process followed in reaching this determination and the minimum time period, if any, before the individual may petition for reinstatement as a Church member.
E) Reinstatement of a Member – If the period of time imposed by the Board has elapsed, the previously removed individual may appeal to the Board for reinstatement as a member. The Board will review the matter and make a determination that it deems appropriate.
F) Prohibition From Entering Premises – The Board of Directors may vote to immediately prohibit any individual or group from entering or using the Church building, grounds, and facilities at any time. Upon the written request of an expelled party, a Hearing Panel shall be convened within seven (7) calendar days by the Board to review the matter and make a recommendation to the Board for a final determination in accordance with due process procedures under Article VII Sec 3.

ARTICLE XI: FISCAL YEAR

The fiscal year of the VBFC shall begin on the first day of January and end on the last day of December of each year.

ARTICLE XII: AMENDMENTS AND REPEALS TO THE CONSTITUTION AND BYLAWS

Subject to any provision of law applicable to the amendment of the Constitution and/or Bylaws of nonprofit Religious Organizations, this Constitution and Bylaws may be amended, or repealed and new Constitutional Amendments and Bylaws ratified and adopted, as follows:

A) Board Approved – All proposed changes to the Constitution and Bylaws must be first approved by the Board of Directors before being presented to the Community for ratification.
B) Community Meeting – A Community Meeting conducted in accordance with the provisions of Article XIII of the Constitution and Bylaws shall be called to give the Church community the opportunity to repeal or ratify amendments and changes to the Constitution and Bylaws as proposed by the Board of Directors. Before a call for a vote, the Officer or Director presiding shall review the proposed changes and open the floor to discussion of the proposed changes among the registered members. Approval of any amendments to the Constitution shall require a two thirds (2/3) vote of the members attending the community meeting.
C) Notice – Notice of a Community Meeting convened by the Board of Directors for the purpose of repealing/ratifying any proposed amendment(s) to the Constitution and Bylaws must be mailed, faxed or emailed, as our current information allows, to the Active Membership no later than thirty (30) days preceding the date of the scheduled Community Meeting. A written and signed proxy vote for an Active Member received prior to the official call to order to start the meeting shall be accepted as a vote in a member’s absence. The notice shall also state that printed hard copies of the proposed changes will be provided to any member upon request.
D) Copies of Proposed Changes Available to the Membership – The notice of the Community Meeting shall include information as to how a copy of the proposed changes to the Constitution and Bylaws will be made available to all registered members of the Church at least thirty (30) days prior to the scheduled meeting.

ARTICLE XIII: COMMUNITY MEETINGS

A) Church Authority – All Church authority derives from the Church community’s right to ratify Amendments to the VBFC Constitution and Bylaws, and in its annual election of members of the Board of Directors for bi-annual terms.

B) Community Meetings may be called in the following instances:
to conduct a regularly scheduled annual meeting to notify the membership of the results of the election of the Board of Directors and present an annual financial report;
to ratify changes and Amendments to the Constitution and Bylaws;
to discuss a particular issue facing the Board in order to provide the Board with non-binding input of the Church community to assist the Board in its decision making;
to accomplish an external technical requirement, such as a lending institution’s requirement for a certain membership vote in order to qualify for a loan;
to approve a church expenditure in an amount larger than five thousand dollars ($5000.00) as required under Article VIII herein.
C) Vote of Registered Members – Community Meetings are defined as general meetings, which are open to all Church members. Each Registered Member in attendance may cast one vote on any issue to be voted upon.
D) Set by Board – Community Meetings shall be convened solely at the determination of the Board of Directors. The date, time and agenda of a Community Meeting shall be set by the Board of Directors.
E) Quorum – A quorum for a valid vote at a Community Meeting shall be twelve (12) registered members, with members of the Board and the Pastoral Council included in that number and vote.
F) Notice – Except in the case of a bona fide emergency, the date, time, and agenda of a Community Meeting shall be announced at the two (2) consecutive Sunday worship services immediately preceding the date of the scheduled meeting. The Community Meeting shall further be announced in the VBFC Newsletter, time permitting.
G) Presiding Officer – The President of the Board shall preside over Community Meetings, or if unavailable then the Vice President. If both officers are unavailable, then an available Director shall be appointed to preside.
H) Consensus – In all issues discussed by the Community, the Community shall strive to reach agreement by use of the consensus method, where all members are in general agreement. In the event consensus cannot be reached, majority rule voting shall apply.
I) Prayer – The practice of prayer and meditation shall be an integral part of all Community Meetings.