Beliefs

These Amended and Restated Bylaws govern the affairs of Gaagige Bimaadiziwin (Everlasting Life) Church, a Minnesota nonprofit religious corporation (the “Church”). The Church is organized under Minnesota Statute § 317A, otherwise known as the Nonprofit Corporation Act, as amended (hereafter the “Act”). These Bylaws amend and restate, in its entirety, the previous Bylaws of the Church, as amended.

ARTICLE I. NAME AND PRINCIPAL OFFICE
The name of this religious nonprofit organization is Gaagige Bimaadiziwin (Everlasting Life) Church. The principal office of the Church in the State of Minnesota shall be located in White Earth, Minnesota. The Board of Directors (hereafter the “Church Elder Council”) of the Church shall have full power and authority to change any office from one location to another, either in Minnesota or elsewhere. The Church shall comply with the requirements of the Act and maintain a registered office and registered agent in Minnesota. The registered office may be, but need not be, identical with the Church’s principal office in White Earth. The Church Elder Council may change the registered office and the registered agent.

ARTICLE II. STATEMENT OF BELIEFS - See 16 Fundamental Truths
The Bible shall be the rule and guide of faith as set forth in these Statement of Beliefs. Gaagige Bimaadiziwin (Everlasting Life) Churchrecognizes that it cannot, and does not desire to, bind the conscience of individuals in areas where Scripture is silent. Rather, each believer is to be led in those areas by God, to whom he or she alone is ultimately responsible. We believe the Statement of Beliefs to be an accurate summary of what Scripture teaches.

ARTICLE III. AUTONOMY
The Church is autonomous and maintains the right to govern its own affairs. Recognizing, however, the benefits of cooperation with other churches in world missions, as well as accountability and fellowship for its leadership, the Church voluntarily affiliates and shall be a cooperative fellowship with the Assemblies of God in its national, state and local offices. The Church shall be amenable (and subject) to the standards provided in the corporate governance documents of each such organization. The Church shall have the right of representation at the meetings of the General Council and/or Minnesota District Council by a delegate appointed by its Pastor. The Church also reserves the right to network with other organizations as it deems beneficial. All matters of affiliation shall be decided as prescribed in these bylaws.
Section 1. Relationship to the District.
The Assemblies of God, in recognizing the rights of self-governance and affiliation of a church as part of its fellowship, requires a local church to maintain at least twenty (20) active voting members. Where a church fails to maintain such a minimum number of active voting members, the church, automatically, forfeits its rights to self-governance afforded under its then-in-place governance documents.
Minnesota Statute 317A, the Minnesota Nonprofit Corporations Act (the “Act"), serves as a general nonprofit corporation statute. The Act does not envision nor was it exclusively designed for religious nonprofit corporation usage. The Act provides no legal basis for a superior religious organization to manage, control, or intercede in the operations of a local, member church. As such, a church must voluntarily consent to giving any rights of control and management to a superior body, if so desired.
The Minnesota District Council of the Assemblies of God's Bylaws (the "MDC Bylaws") require certain management and board expectations for churches. See generally MDC Bylaws, Article VI. Based on a church's health, a church may qualify for greater levels of autonomy and self-governance. Id. The MDC Bylaws specifically hold "A District Council Affiliated Assembly is one that has less than 20 active, voting members." MDC Bylaws Article VI, Paragraph B, Section 2). Further, "[w]hen the membership of a District Council affiliated church falls below 20 active voting members . . . , it shall seek the assistance of the District Officiary for help in maintaining the minimal requirement for District Council affiliation. If after 1 year the minimal requirements are not attained[,] the church shall revert to District Home Missions status." MDC Bylaws Article VI, Paragraph B, Section 4) (differentiating the three statuses of church within the Assemblies of God: a "General Council Affiliated Assembly;" with full rights to self-governance; a supervised "District Council Affiliated Assembly;" and a "District Home Missions Assembly" controlled by a board–established in accordance with MDC Bylaws–operating as trustees).
Accordingly, where a District Council Affiliated Assembly has become a District Home Missions Assembly, "The Official Board [of said District Home Missions Assembly] shall [then] consist of the Pastor, a representative from the Parent Church/Primary Partner Leadership, a representative from the District Church Health Team, the Section Presbyter or a representative appointed by him and any other additional representatives approved by the Official Board." MDC Bylaws Article VI, Paragraph D, Section 2), Sub-section b). "The Official Board shall act as trustees of the Assembly and have General oversight of the [Church]." MDC Bylaws Article VI, Paragraph D, Section 3), Sub-section b). Any voting rights afforded to the membership under the then-in-place Bylaws shall automatically cease upon it becoming a District Home Missions Assembly.
This new Official Board shall automatically replace any prior existing Board of the Church. The new Official Board shall have all the rights, authorities, privileges, as well as responsibilities afforded to it--under law; under the Minnesota District Council of the Assemblies of God's Constitution and Bylaws; and under the General Council of the Assemblies of God's Constitution and Bylaws--to ensure the ministry of the Church continues.
In exchange for the right to enjoy the privileges of and operate in cooperative fellowship with the Assemblies of God, the Church so consents to such terms and consents to be bound by such actions, in the event that the Church fails to qualify as a General Council Affiliated Assembly.
Section 2. Relationship to the Assemblies of God General Council -&- Minnesota District Council of the Assemblies of God.
To qualify as a member church of the Assemblies of God and a member church of the Minnesota District Council of the Assemblies of God, the Church must:
1. accept the tenets of faith of the Assemblies of God; as well as
2. be amenable to Constitutions and Bylaws of both its national and local expressions.
In accepting the right to affiliate with and operate as a member institution of the Assemblies of God, the Church so consents to be bound by the terms established by each entities’ governance documents and to espouse said organizations’ tenets of faith.

ARTICLE IV. MEMBERSHIP
Section 1. Membership. The Church shall have one class of members. The management of the Church’s affairs shall be vested in the Church Elder Council, as set forth in Article VII of these Bylaws.
Section 2. Purpose of Membership. Members are those people who meet membership requirements, who are committed to grow in faith, who serve and support the church and who wish to have a “voice in the organization” along with added responsibility.
Section 3. Qualifications. Those eligible for Membership of this church must:
(a) Profess a saving faith in Jesus Christ;
(b) Faithfully support the church in attendance, serving, and financial support according to Biblical principles;
(c) Adhere to the standards and core church beliefs expressed in the membership classes administered at various times in the calendar year;
(d) Annually sign membership covenant of Gaagige Bimaadiziwin (Everlasting Life) Church;
(e) Be surrendered to the truth of God’s word and the work of the Holy Spirit and be committed to pursue Godliness in every area of life; and
(f) Be at least eighteen years of age(together the “Requirements of Membership”).
Section 4. Membership Statuses.
The Church shall have two statuses of membership:
(a) Active – Active Members are those whose names appear on the membership roll of the Church. The entirety of the Active Members shall constitute the active membership of the Church provided that the individual members maintain and adhere to the Requirements of Membership. Only Active Members shall have the privilege of voting (1) on special occasions where a vote from Membership is requested (by Pastor or Church Elder Council) or (2) required by the Church’s corporate governance documents.
(b) Inactive – Those members who do any of the following shall be have their membership status automatically moved to an Inactive status:
(1) Fail to adhere to the Requirements of Membership;
(2) May have a spirit of disunity or be out of harmony with the teachings or leadership of the church; or
(3) May have fallen under condemnation through sinful or worldly practices.
Those members considered Inactive shall lose their active privileges until they are restored to the fellowship. Their standing is to be established by definite action of the Church Elder Council. Inactive members seeking to reinstate their membership may make a request to the Church Elder Council for consideration.
Section 5. Reception of Members.
Persons desiring to become a member of the church shall make it known to the Church Elder Council.

The names of those who apply for membership shall be presented to the Church Elder Council for consideration. After approval by two-thirds (2/3) of the Church Elder Council, the new members shall have all the rights, privileges and responsibilities of a member of the Church. Persons who have met the Requirements of Membership and have been approved for Active Membership shall have their names added to the membership roll.
Section 6. Termination and Dismissal of Membership.
Members shall be removed from the Church roll (in accordance with MN Statue 317A.411) for any of the following reasons:
(a) by personal request of the member;
(b) the transfer of membership to another church;
(c) death; or
(d) termination of membership by the Church Elder Council as it deems necessary.
The Church Elder Council may terminate a person’s Church membership when, in the opinion of the Church Elder Council, the member’s life and conduct is not in accordance with the membership covenant in such a way that the member hinders the influence of the Church in the community. Termination of a person’s membership in the Church shall require two-thirds (2/3) vote of the Church Elder Council.
Section 7. Restoration of Membership of Membership Status. Inactive or terminated members may be restored to an Active Member status by the Church Elder Council according to the spirit of II Corinthians 2:7-8 and Galatians 6:1, when their lifestyles are judged to be in accordance with the Requirements of Membership.
Restoration of (1) membership in the Church or (2) membership status to an Active status shall require the vote of two-thirds (2/3) of the Church Elder Council.
Section 8. Business Meetings of Membership.
(a) The annual business meeting of the Church shall be held each year at such time and place as the Church Elder Council shall decide, for the selection of officers as well as other matters pertaining to the business of the church. Notice of the date, time, and place of the annual business meeting shall be made during regular worship services for at least two (2) consecutive weeks directly preceding such meeting.
(b) Special business meetings may be called by the Pastor or the Church Elder Council. Notice of the date, time, place, and purpose of the special business meeting shall be made during regular worship services for at least two (2) consecutive weeks directly preceding such meeting. No business other than that specified in the notice of the meeting shall be transacted at any special business meeting of the Church.
(c) Members can request a meeting with the Elder Board at any time. Members are free to contact and meet with any Minnesota District Council of the Assemblies of God.
(d) Quorum. A quorum for any business meeting of the members shall be at least 15 percent of the total active voting members at the time of the meeting being called..

ARTICLE V. CHURCH ELDER COUNCIL
Section 1. Management. Power to manage and govern the affairs of the Church is vested in the Church Elder Council of the Church, except for powers granted to members by these Bylaws. The term “Church Elder Council” shall mean Board of Directors as required by the Act and the term “Elder” shall mean Director as required by the Act.
Section 2. Number of Elders. The Church Elder Council shall consist of the Pastor, and until changed by amendment of the Articles of Incorporation or these Bylaws, such number of additional Elders as may from time to time be nominated and elected in accordance with these Bylaws.
Section 3. Term of Elders. Each Elder, other than the Pastor, shall hold office for a period of two (2) years or until their successor is elected, appointed, or designated herein, and may serve successive terms at the request of the Pastor. The Pastor, by virtue of his office, shall be a full voting member of the Church Elder Council.
Section 4. Chairman of the Board. The Pastor shall serve as the Chairman of the Church Elder Council and shall preside at all the meetings of the Church Elder Council.
Section 5. Powers. The Church Elder Council shall have all of the rights, powers, and responsibilities of a board of directors pursuant to the Act, subject to any limitations under the Act, the Articles of Incorporation of the Church, and these Bylaws. All corporate powers shall be exercised by or under the authority of the Church Elder Council. The Church Elder Council shall have final authority for affairs pertaining to property and other temporal matters as required by civil law for nonprofit corporations. In particular, the Church Elder Council shall be responsible for the acquisition and disposition of Church property, which includes the management of its financial resources. The Church Elder Council shall have the power to buy, sell, mortgage, pledge or encumber any church property and incur related indebtedness. See also Articles IX and X below concerning specific provisions relating to management of church finances and property.
At least annually, the Church shall provide for a review and assessment the Pastor’s performance.
Section 6. Qualifications. To be qualified to serve on the Church Elder Council, the individual must be:
(1) an Active Member, upholding the Requirements of Membership and exhibiting Christ-honoring leadership and wisdom;.

(2) are at least 25 years of age; and
(3) are active, tithing members for at least 12 months.

Staff members, whether full or part time, may also be a member of the Church Elder Council. The number of staff Elders cannot equal or exceed the number of lay elders.
Section 7. Nomination and Election. The Elder Council shall nominate persons whom satisfy the qualifications set forth in Section 7 of this Article and are persons it deems qualified to serve on the Church Elder Council. Alternatively, the Church Elder Council may appoint a committee to report to the Church Elder Council regarding suitable nominees. The persons nominated shall be presented to the Church Elder Council for election at a regular or special Church Elder Council meeting. Those nominees that receive an affirmative vote from the Church Elder Council shall have their nominations ratified by the Active Members at the Church’s annual business meeting.
Section 8. Vacancies. In the event of any vacancy of any member seat of the Church Elder Council, the Pastor may nominate any person whom satisfy the requirements set forth in Section 6 of this Article and are persons the Pastor deems qualified to serve the remainder of the unexpired term of Church Elder Council membership seat that was vacated. Any nomination by the Pastor to fill a vacated seat shall be ratified by the affirmative vote of the majority of the remaining Elders, even if it is less than a quorum of the Elders, or if it is a sole Elder. A person so elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.
Section 9. Meetings. Regular or Special meetings of the Church Elder Council may be held either within or outside the State of Minnesota but shall be held at the Church’s principal office in White Earth if the notice thereof does not specify the location of the meeting. A regular or special meeting may be held at any place consented to in writing by all of the Elders, either before or after the meeting. If such consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, as long as all Elders participating in the meeting can hear one another. All Elders shall be deemed to be present in person at a meeting conducted in accordance with the foregoing sentence. A regular meeting of the Church Elder Council shall occur at least quarterly.
(a) Regular Meetings. Regular meetings of the Church Elder Council may be held without notice if the time and place of such meetings are fixed by a resolution of the Church Elder Council.
(b) Special Meetings. A special meeting of the Church Elder Council may be called by the Pastor or any two (2) Elders. Provided adequate notice is given to all members of the Elder Board
(c) Any action required or permitted to be taken by the Church Elder Council may be taken without a meeting if all of the Elders, individually or collectively, consent in writing, including via electronic communication means, to the action. Such action by written consent or consents shall be filed with the corporate record book of the Church.
Section 10. Quorum. A majority of the number of Elders then in office shall constitute a quorum for the transaction of business at any meeting of the Church Elder Council. The Elders present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Elders leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Elders in attendance required to constitute a quorum. If a quorum is not present during a duly called and noticed meeting, a majority of the Elders present may adjourn and reconvene the meeting one time without further notice.
Section 11. Proxies. Voting by proxy is prohibited.
Section 12. Duties of Elders. Elders provide leadership and spiritual oversight to the organization. Elders shall discharge their duties, in good faith, with care, and in a manner they reasonably believe to be in the best interest of the Church.
Section 13. Delegation of Duties. The Church Elder Council is entitled to select advisors and delegate duties and responsibilities to them, such as (but not limited to) the full power and authority to purchase or otherwise acquire stocks, bonds, securities, and other investments on behalf of the Church; to maintain records, accounts, and property on behalf of the Church; and to sell, transfer, or otherwise dispose of the Church’s assets and properties at a time and for a consideration that the advisor deems appropriate. Elders have no personal liability for actions taken or omitted by the advisor if the Church Elder Council acts in good faith and with ordinary care in selecting the advisor. The Church Elder Council may remove or replace the advisor, with or without cause.
Section 14. Interested Parties. Pursuant to the Act, a contract or transaction between the Church and an Elder of the Church is not automatically void or voidable simply because the Elder has a financial interest in the contract or transaction.
Nevertheless, Church Elder Council members shall recuse themselves from any voting on any transaction or contract involving an organization in which they have a financial or personal interest.
Section 15. Actions of Church Elder Council. The Church Elder Council shall try to act by consensus. However, the vote of a majority of the Elders present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Church Elder Council unless the act of a greater number is required by law or the bylaws. An Elder who is present at a meeting and abstains from a vote is considered to be present for the sake of the quorum.
Section 16. No Compensation. Elders, including the Pastor, shall not receive salaries or compensation for their services to the Church Elder Council. An Elder may serve the Church in any other capacity and receive reasonable compensation for those services.
Section 17. Removal of Elders (Other than the Pastor). The Church Elder Council may vote to remove an Elder, other than the Pastor, at any time, for any reason.
A meeting to consider the removal of an Elder may be called and noticed following the procedures noted below. An Elder may be removed by the affirmative vote of at least two-thirds (2/3) majority of the Elders. See Article IX, for provisions regarding removal of the Pastor.
The Church Elder Council may declared an Elder disqualified from holding the office of Elder (and worthy of removal), if the Elder has:
(1) failed to meet the Requirements of Membership;
(2) engaged in unscriptural conduct;
(3) exhibited a spirit of insubordination and disunity;
(4) failed to affirm the Church’s Statement of Beliefs;
(5) demonstrated unwillingness to support the vision and direction of the Church under leadership of the combined Church Elder Council; or
(6) an impairment (physical or mental) that substantively impairs the Elder’s participation as (or ability to discharge the duties of) a member of the Church Elder Council.
Prior to being considered by the Church Elder Council, the Pastor and the Elder to be removed will engage in private discourse. If they do not come to an agreement on an appropriate course of action regarding the Elder’s status as a member of the Church Elder Council, the matter of removal will then be brought to the Church Elder Council.
The Church Elder Council shall be notified in writing, at least three (3) days in advance, of any meeting where removal of an Elder is a topic of discussion. Removal of an Elder shall be the first item discussed during any such meeting. Removal of any Elder shall require the affirmative vote of a simple majority of the remaining Elders. The Elder under vote to be removed shall be excluded from all voting on his or her removal but may participate in the discussion.
Section 18. Resignation of Elders. Any Elder may resign at any time by giving written notice to the Elder Board or the Pastor. Such resignation shall take effect on the date of the receipt of such notice, or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 19. Church Disruptions. Any person deemed by the Church Elder Council to: (a) be in substantial disagreement with the doctrine and interpretation of the Holy Bible espoused by the Church; or (b) pose a physical or psychological threat to any person or to the Church; or (c) be causing, about to cause, or capable of causing disruption to the religious services and activities of the Church shall be considered a trespasser on Church property and may be ejected summarily. No Elder shall incur any liability for acting in good faith in the interests of the Church pursuant to this section.
Section 20. Church Questions. In any case where a question arises regarding ecclesiastical polity, Christian doctrine, membership discipline, questions of Church property, or with respect to any other matter that shall arise concerning the Church, its internal workings, and its governance by any member, congregant, visitor or other person who is ministered to during religious services held by the Church, or at other times, the Church Elder Council shall decide such question by majority vote.
Section 21. Deadlock. In the case where the Church Elder Council shall, by reason of deadlock (whether because an even number of Elders is seated on the Church Elder Council, or because certain Elders are absent even though a quorum is present, or because of abstention, or for any other reason), be unable to reach a conclusive vote on any issue before the Church Elder Council, then, in such instance, the Pastor or his Appointee, shall cast an additional ballot which shall be known as a “majority ballot,” so that an official act or decision may be taken by the Church Elder Council. The majority ballot shall be cast in addition to the regular Elder’s vote cast by the Pastor.

ARTICLE VI. COMMITTEES AND ADVISORY TEAMS
Section 1. Establishment of Committees and Advisory Teams. The Church Elder Council may, at its discretion, adopt a resolution establishing one or more committees or advisory teams. Any and all committees or advisory teams shall conform to rules established by the Church Elder Council.
Section 2. Pastor/Staff Compensation. The Pastor may determine the staff’s salary and benefits, other than any of their family members (who also serve as employees or agents of the Church), subject to the approval of the Elder Council.
The Elder Council shall determine the salary and benefits for the Pastor and any family member of the Pastor. The Pastor shall be given adequate compensation according to their needs at the discretion of the Church Elder Council. Salaries and wages shall be reviewed at least annually—prior to the fixation of the Church’s annual budget for the next calendar year.

ARTICLE VII. OFFICERS
The officers of the Church shall be the President, Vice President, Secretary, Treasurer, and may include any other officers chosen at the discretion of the Pastor. The Pastor shall serve as the President and chief executive officer of the Church. The Pastor may create additional officer positions, define the authority and duties of each such position, and appoint persons to fill said positions.
Section 1. President.
(a) Qualifications: The Pastor of this Church shall serve as President of the corporation and must be a licensed or ordained minister in good standing with the General Council of the Assemblies of God.
(b) Responsibilities: The Pastor is called by God to be a minister and a servant of the Gospel of the Lord Jesus Christ. The Church finds its direction from the Lord Jesus Christ under the leadership of the Pastor as overseer and shepherd of the church. The Pastor shall:
(1) Equip the church for the work of the ministry, through training and discipleship, by the preaching and teaching of the Word of God.
(2) The Pastor of the Church is responsible for leading the Church in accordance with Biblical principles as set forth in the New Testament. As such, the Pastor shall be the leader of the Church congregation, the Church staff, all Church organizations, all Church ministries, the Church Elder Council, and all Church committees and advisory teams, to accomplish the New Testament purposes of the Church. The Pastor is expressly authorized to do all things necessary and proper including making all staffing decisions up to and including termination of staff to fulfill the above-described leadership position and to fulfill all duties incident to the office of President.
(3) Shall act as Chairman of all official meetings of the Church and of the Church Elder Council.
(4) Approve of all those who are invited to speak or lead in any ministry of the Church, considering the needs and wishes of the church.
(5) Provide ministry vision, oversee the execution of such vision by holding primary seat of authority and determine organizational structure.
(c) Vacancy: Subject to the rights, if any, under any contract of employment with the Church, the Pastor shall only be removed, by the affirmative vote of two-thirds (2/3) of the Church Elder Council and Church Membership present in person at any general or special meeting duly noticed pursuant to Articles IV and V of these Bylaws. The Pastor shall only be removed from office, subject to the terms of any employment agreement or for any of the following reasons:
(1) falling into sinful and worldly practices without repentance;
(2) engaging in conduct that could hinder the influence of the Church in its community;
(3) teaching doctrines inconsistent with The Holy Bible;
(4) neglect of duties;
(5) resignation; or
(6) death or disability.
In the event a vacancy occurs in the position of Pastor, the Church Elder Council may seek the counsel and help of the District Officials of the Minnesota District Council of the Assemblies of God for advisory recommendations for candidates for pastor. However, at all times, the Church Elder Council shall maintain the autonomy and authority to nominate and approve the individual for pastor. The pulpit ministry shall be under the supervision of the Church Elder Council until a Pastor is elected, and the Elders shall provide their own Chair from the Church Elder Council in order to transact business for the church.
In the event of vacancy, a Pastoral Search Committee shall be formed that will be comprised of the Church Elder Council with up to two (2) active deacons selected by the Church Elder Council. In the event that the founding pastor or the existing Pastor who has served for more than twenty (20) years is leaving in good standing, the founding or Pastor has the prerogative to participate in the Pastoral Search Committee. This committee shall be responsible to conduct a search for candidates to fill the position.
(d) Elections: When the Pastoral Search Committee identifies a viable candidate, they shall present the name of the one (1) candidate to the Church Elder Council to be voted upon. Upon being approved by the Church Elder Council, the candidate shall have a right to speak to the congregation during its regular Sunday service. After speaking, the Active Members of the Church shall vote on whether install the candidate as the Church’s Pastor. If a candidate receives a two-thirds majority of the votes cast, the candidate is elected.
The newly appointed Pastor retains the right to dismiss or retain any and all members of the ministry staff.
(e) Term of Office: In the event of the departure of the founding Pastor or the existing pastor of 20 years, the term of office for subsequent Pastors shall be:
The first term of office shall be for two (2) years. At the expiration of the first term of office, the Church Elder Council, sans Pastor, will review and assess the measurement criteria agreed upon the installment of the Pastor. The Pastor shall be elected for an indefinite period of time if the Pastor carries a two-thirds majority of the Church Elder Council and Church Membership. If the pastor is not re-elected to office, the pastor shall receive salary and benefits for up to ninety days, and a new Pastoral Search Committee shall be convened.
(f) Conflict Resolution & Removal: In the event of conflict between the Pastor and the Church Elder Council, the Pastor and Church Elder Council shall apply to the Minnesota District Council of the Assemblies of God to appoint a representative to mediate the conflict. In the event that mediation does not resolve the conflict, the appointed representative shall render an advisory opinion to the Church Elder Council regarding the proper course of action to resolve the dispute with a copy of the report to be retained by the Minnesota District Council of the Assemblies of God.
The Church Elder Council shall be the final decision maker on any course of action to be followed by the Church. If the course of action requires removal of the Pastor, the Church Elder Council may only remove the Pastor on a two-thirds vote of the Elders seated (at the moment the dispute was first noticed to the Church Elder Council).
Section 2. Vice-President.
(a) Qualifications: The Vice-President should be one with corporate management experience, faithfulness in character, and possessing a spirit of cooperation. The Vice-President can be (but does not have to be) a member of the Elder Council. The Vice President, at minimum, must meet the Requirements of Membership.
(b) Voting Rights: The individual serving as Vice President does not, by virtue of holding the office, obtain voting rights for Church Elder Council matters.
(c) Responsibilities: When the Pastor is absent, is unable to act, or refuses to act in his role as chairman of the Church Elder Council, the Vice President shall perform the duties of the Pastor. When the Vice President acts in place of the Pastor, the Vice President shall have all the powers of and be subject to all the restrictions upon the Pastor. The Vice President shall perform other duties as assigned by the Pastor or Church Elder Council. Except as expressly authorized by the Church Elder Council, the Vice President shall have no authority to sign for or otherwise bind the Church.
(d) Selection: The Pastor shall appoint the Vice President of the Church.
(e) Term of Office: The term of office shall be for one (1) year.

Section 3. Secretary.
(a) Qualifications: The Secretary should be one with clerical ability, faithfulness in character, and possessing a spirit of cooperation. The Secretary, at minimum, must meet the Requirements of Membership.
(b) Responsibilities: The Secretary shall:
(1) Keep the minutes of all Church Elder Council meetings;
(2) Keep the minutes of all annual and special meetings of the Church;
(3) Give all notices as provided in the Bylaws or as required by law;
(4) Maintain custody of the corporate records and of the seal of the Church;
(5) Affix the seal of the Church to all documents as authorized;
(6) Keep a register of the mailing address of each member, Director, officer, and employee of the Church;
(7) Perform duties as assigned by the Pastor or by the Church Elder Council; and
(8) Perform all duties incident to the office of secretary.

(c) Selection: The Pastor shall appoint the Secretary of the Church from the members of the church or the Church Elder Council.
(d) Term of Office: The term of office shall be for one (1) year.

Section 4. Treasurer.
(a) Qualifications: The Treasurer should be one with financial ability, faithfulness in character, and possessing a spirit of cooperation. The Treasurer, at minimum, must meet the Requirements of Membership.
(b) Responsibilities: The Treasurer shall:
(1) Have charge and custody of and be responsible for all funds and securities of the Church;
(2) Receive and give receipts for moneys due and payable to the Church from any source;
(3) Deposit all moneys in the name of the Church in banks, trust companies, or other depositories as provided in the Bylaws or as directed by the Church Elder Council;
(4) Write checks and disburse funds to discharge obligations of the Church;
(5) Maintain the financial books and records of the Church;
(6) Prepare financial reports at least annually;
(7) Perform other duties as assigned by the Pastor or by the Church Elder Council; (8) If required by the Church Elder Council, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Church Elder Council; and
(9) Perform all of the duties incident to the office of Treasurer.
(c) Selection: The Pastor shall appoint the Treasurer from the Membership.
(d) Term of Office: The term of office shall be for one (1) year.
Section 5. Removal of Other Officers.
Aside from the President, all officers of the Church may be removed, with or without cause, by a simple majority vote of the Church Elder Council.
Section 6. Resignation of Officers.
Any Officer may resign at any time by giving written notice to the Church. Any such resignation shall take effect on the date of the receipt of such notice, or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 7. Vacancies.
A vacancy in any office shall be filled only in the manner prescribed in these Bylaws for regular appointment or election to that office.

ARTICLE VIII. DEACONS
The Church may also elect Deacons to assist the Church Elder Council in day-to-day management of the Church.
Section 1. Qualifications. A Deacon, at minimum, must meet the Requirements of Membership. A Deacon will exhibit Christ-honoring leadership and wisdom. A Deacon shall be at least twenty-one (21) years old and shall have been a tithing Active Member of the Church for at least twelve (12) preceding months.
Section 2. Responsibilities. A Deacon will perform the work of servant project leader—assisting in the execution of the Church’s vision.
Section 3. Appointment. The Pastor or any Elder may identify and nominate a potential candidate to serve as a Deacon for a specific campus. The Church Elder Council must ratify the nomination of an individual as Deacon by a majority vote prior to said individual serving in such a role.
Section 4. Term of Office. The term of office for a Deacon shall be for three (3) years.
Section 5. Number of Deacons. There shall be at least one (1) Deacon per campus location and up to as many as are deemed necessary by the Church Elder Council. A new campus has up to 24 months after incorporation into Gaagige Bimaadiziwin (Everlasting Life) Church to fulfill the selection of at least one (1) Deacon.
Section 6. Discipline and Removal.
The Church Elder Council may vote to remove an Deacon at any time, for any reason.
A meeting to consider the removal of a Deacon may be called and noticed following the procedures noted below. An Elder may be removed by the affirmative vote of at least two-thirds (2/3) majority of the Elders.
The Church Elder Council may declared a Deacon disqualified from holding the office of Deacon (and worthy of removal), if the Deacon has:
(1) failed to meet the Requirements of Membership;
(2) engaged in unscriptural conduct;
(3) exhibited a spirit of insubordination and disunity;
(4) failed to affirm the Church’s Statement of Beliefs;
(5) demonstrated unwillingness to support the vision and direction of the Church under leadership of the combined Church Elder Council; or
(6) an impairment (physical or mental) that substantively impairs the Elder’s participation as (or ability to discharge the duties of) a member of the Church Elder Council.
Prior to being considered by the Church Elder Council, the Pastor and the Deacon to be removed will engage in private discourse. If they do not come to an agreement on an appropriate course of action regarding the Deacon’s status as a member of the Church Elder Council, the matter of removal will then be brought to the Church Elder Council.
The Church Elder Council shall be notified in writing, at least three (3) days in advance, of any meeting where removal of a Deacon is a topic of discussion. Removal of a Deacon shall be the first item discussed during any such meeting (unless another matter regarding removal is also to be discussed). Removal of any Deacon shall require the affirmative vote of a simple majority of the Church Council of Elders. The Deacon at question to be removed shall be excluded from all voting on his or her removal and may not participate in any discussion on the matter, unless directly solicited by the Church Council of Elders.

ARTICLE IX. FINANCES
All funds for the maintenance of the Church shall be provided by voluntary giving of tithes and offerings by the members and friends of the Church. Offerings shall be received, disbursed, and transactions properly recorded by the Church at such times and in such manner as authorized by the Pastor in consultation with the Church Elder Council, and shall be administered by the Pastor (or his or her designee). Funds will be used to pay for the operating expenses of the Church, including for (but not limited to): building maintenance; utilities (electric, propane, phone, Wi-Fi); building supplies (toiletries, cleaning, and kitchen); and staff salaries and housing allowances.
Section 1. Required Books and Records. The Church shall keep correct and complete books and records of account.
Section 2. Fiscal Year. The fiscal year of the Church shall begin on the first day of January and end on the last day in December in each year.
Section 3. Deposits. All funds of the Church shall be deposited to the credit of the Church in banks, trust companies, or other depositories that the Church Elder Council selects.
Section 4. Gifts. The Church Elder Council may accept on behalf of the Church any contribution, gift, bequest, or devise for the general purposes or any special purpose of the Church including, but not limited to, gifts of money, annuity arrangements, securities, and other tangible and intangible personal property, real property, and interest therein. The Church Elder Council may make gifts and give charitable contributions that are not prohibited by these Bylaws, the Articles of Incorporation, state law, or any requirements for maintaining the Church's federal and state tax status.
Section 5. Contracts and Legal Instruments. The Church Elder Council may authorize an individual officer or agent of the Church to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Church. This authority may be limited to a specific contract or instrument, or it may extend to any number and type of possible contracts and instruments.
Section 6. Missions Support. This church will support World and U. S. Missions to the best of its ability. Missionary funds will be disbursed at the direction of the Church Elder Council.
(a) World Missions monthly giving amount shall be based on church giving. Missional Giving Sunday is the 4th Sunday of each month.
(b) U.S. Missions quarterly giving shall be based on 10% of quarterly gifts and offerings. Though not required (and at the recommendation of the Church Elder Council), the Church may use such funds to support other Native American Christian Churches first, before supporting other U.S. Missions efforts.
Section 7. Conflicts of Interest. So as to avoid any appearance of conflict of interest, the Church will not give to, borrow from, lend to, or otherwise distribute any money (nor any other assets) of the Church to any Member of or person(s) affiliated with the Church; any group of persons affiliated with the Church; any person (or persons) in the Church’s community; or any other persons or entity (with whom the Church or a Church congregant shares some affiliation (or relationship).
Notwithstanding the foregoing, the Church may enter into beneficial contracts (or relationships) with a conflicted individual or entity, so long as:
(1) the conflict of interest is disclosed to the Church Elder Council;
(2) the Church Elder Council takes all reasonable steps to vet the efficacy of the contract or relationship (specifically in relationship to other opportunities of the same nature);
(3) the contract or relationship is at a reasonable rate or amount (when compared to the prevailing market at the time of its execution or consummation); and
(4) the conflicted individual does not participate in any voting on the contract (or matter).
Section 8. Benevolence. Any benevolence giving must be approved by the Church Elder Council prior to any dispersal(s) being made. Notwithstanding the foregoing, upon the agreement of three or more Elder Council members in writing, up to $100 of cash may be dispersed for emergency benevolence giving.
“Emergency” is understood under this Section to mean “a serious and unexpected situation requiring immediate action.” As a guiding principle, no individual receiving emergency benevolence giving from the Church should receive more than $100 over a three year period. This principle shall not be binding in any way upon the Church Elder Council, but it is merely advisory.
Section 9. Purchase Requests. Any dispersal of money—not specifically accounted for here in or otherwise budgeted for—shall be approved by the Church Elder Council.

ARTICLE X. PROPERTY
The Pastor and Church Elder Council shall have the oversight of all real and personal property of the church.
Section 1. Title. All property, real or personal, shall be held in the corporate name. The Church shall hold, own, and enjoy its own personal and real property, without any right of reversion to another entity, except as provided in these Bylaws.
Section 2. Personal Property. Personal property of the Church in excess of 1% of the annual budget may not be acquired, sold, leased, exchanged, mortgaged, encumbered, or otherwise assigned or transferred by the Pastor or Staff without the approval of the Church Elder Council.
Section 3. Real Property. Real Property to be acquired, sold, leased, mortgaged, or otherwise alienated will be approved by a majority vote of the Church Elder Council
Section 4. Dissolution.
“Dissolution” means the complete disbanding of the Church so that it no longer functions as a congregation or as a corporate entity. Upon the dissolution of the Church, its property shall be applied and distributed as follows:
(1) all liabilities and obligations of the Church shall be paid and discharged, or adequate provision shall be made therefore;
(2) assets held by the Church upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;
(3) assets received and not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), and are engaged in activities substantially similar to those of the Church; this distribution shall be done pursuant to a plan adopted by the Church Elder Council; and then
(4) any assets not otherwise disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Church is then located, for such purposes and to such organizations as said court shall determine, provided such organizations are in agreement with the Church’s Statement of Faith and basic form of Government.

ARTICLE XI. ORDINANCES
Section 1. The Ordinance of Baptism. Baptism in water may be administered to those who have repented of their sins and who have believed on the Lord Jesus Christ to the saving of their souls.
Section 2. The Ordinance of the Lord’s Supper. Communion shall be observed regularly as in the Scriptures.

Article XII. CLARIFICATION OF BIBLICAL POSITIONS

Section 1. Homosexuality & Marriage. The Assemblies of God and this Church have a conviction that the Bible defines marriage as being between one man and one woman. With this conviction, we do not intend disrespect toward any group of persons, for our God loves all people and we are equally in need of God's mercy, forgiveness and amazing grace.
Therefore, our ministers will not be performing marriages for same-sex couples nor will we allow our church facilities to be used for ceremonies involving same-sex couples or any other ceremonies except between one biological man and one biological woman.

Section 2. Funerals. This Church has a conviction that biblical funerals should and will be governed by the Holy Bible. Non-Christian based burial ceremonies activities will not be preformed on (or at) any of the Church’s properties.

Section 3. Non-Traditional Religious Ceremony. Gaagig-Bimaadiziwin fully encourages the use of Ojibwe Language and other cultural relevant behavior (i.e., clothing). No religious practice outside of Christianity or not found inside the Bible will be allowed. Non-typical Christian traditions, practices or ceremonies must gain prior approval from the Church Elders Council.
We acknowledge that a person can worship God inside their unique way. However, the conduct of the Church (i.e., ministerial methods and operations; worship methods and experience; its service times; provision and recognition of leadership; and types of community activity permitted) shall coincide with those experiences and expectations outlined in the Bible.

ARTICLE XIII. LIMITATIONS OF LIABILITY AND INDEMNIFICATION
No person shall be liable to the Church for any loss of damage suffered by it on account of any action taken or omitted to be taken by him or her as an Elder, Officer, Deacon, or Employee of the Church:
(a) if said action was within that person’s scope of authority and was taken in good faith and said person exercised or used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in the conduct of his/her own affairs, or
(b) said person took or omitted to take such action in reliance upon the written advice of the counsel for the Church.
Section 2. Indemnification. In case any action, suite, or proceedings to which an Elder, Officer, Deacon, or Employee of the Church is made a part and provided that said Elder, Officer, Deacon, or Employee meets the requirements of Section 1 of this Article, then the Church shall:
(1) pay any final judgment entered against that party or pay the amount necessary to settle said proceedings; and
(2) shall reimburse said individual for all costs and expenses, including reasonable attorneys’ fees, reasonably incurred by him/her in connection with his/her defense.

ARTICLE XIV. MISCELLANEOUS PROVISIONS
Section 1. Amendments to Bylaws. These Bylaws may only be altered, amended, or repealed, and new bylaws may only be adopted by a majority vote of the Church Elder Council.
Section 2. Construction of Bylaws.
(a) These Bylaws shall be construed in accordance with the laws of the State of Minnesota.
(b) All references in the Bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.
(c) If any Bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the Bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the Bylaws.
(d)The headings used in the Bylaws are used for convenience and shall not be considered in construing the terms of the Bylaws.
(e) Wherever the context requires, all words in the Bylaws in the male, female or neuter genders shall be deemed to include the other genders, all singular words shall include the plural, and all plural words shall include the singular.
Section 3. Parties Bound. The Bylaws shall be binding upon and inure to the benefit of the Church members, Elders, Officers, Deacons, employees, and agents of the Church and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the Bylaws.

CERTIFICATE OF THE SECRETARY
I certify that I am the duly elected and acting Secretary of Gaagige Bimaadiziwin (Everlasting Life) Church and that the foregoing Bylaws constitute the Bylaws of the Church. These Bylaws were duly adopted by the Church Elder Council.
DATED: 25 August 2024
By: __***Original Signed***__
Name: Ray “Bill” Newton Title: Secretary