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Statement of Faith & Bylaws

Statement of Faith & Bylaws

January 2010

Table of Contents


Name and Location of Organization_____________________________________________ 5

Purpose of Organization_______________________________________________________ 5

Statement of Faith____________________________________________________________ 5

THE HOLY SCRIPTURES_______________________________________________________________ 5

GOD________________________________________________________________________________ 6

MAN_______________________________________________________________________________ 7

SALVATION_________________________________________________________________________ 7

THE CHURCH________________________________________________________________________ 7

LAST THINGS (ESCHATOLOGY)_________________________________________________________ 8

Church Membership__________________________________________________________ 9

Section  1. Purpose of the Fellowship________________________________________________________ 9

Section  2. Active Membership____________________________________________________________ 9

Section  3. Voting Privileges and Rights______________________________________________________ 9

Section  4. Application for Membership_____________________________________________________ 9

Section  5. Denial of Membership__________________________________________________________ 9

Section  6. Admission of Applicants________________________________________________________ 9

Section  7. Responsibilities of Members______________________________________________________ 9

Section  8. Discipline of Members and Adherents______________________________________________ 9

Section  9. Removal from the Roll of Members_______________________________________________ 10

Section 10. Meetings___________________________________________________________________ 10

Directors of the Corporation__________________________________________________ 10

Section  1. Powers_____________________________________________________________________ 10

Section  2. Number and Tenure of the Directors of the Corporation________________________________ 11

Section  3. Vacancies__________________________________________________________________ 11

Section  4. Removal of Directors__________________________________________________________ 11

Section  5. Place of Meetings_____________________________________________________________ 11

Section 6. Quorum____________________________________________________________________ 11

Section 7. Action Without Meeting________________________________________________________ 12

Section 8. Rights of Inspection___________________________________________________________ 12

Section 9. Decisions of the Board_________________________________________________________ 12

Section 10. Fees and Compensation_______________________________________________________ 12

Officers___________________________________________________________________ 12

Section  1. Officers____________________________________________________________________ 12

Section  2. Election____________________________________________________________________ 12

Section  3. Chairman__________________________________________________________________ 12

Section  4. Vice-Chairman______________________________________________________________ 12

Section  5. Secretary___________________________________________________________________ 12

Section  6. Treasurer___________________________________________________________________ 13

Section  7. Subordinate Officers__________________________________________________________ 13

Section  8. Removal and Resignation______________________________________________________ 13

Section  9. Vacancies__________________________________________________________________ 13

Section 10. Inability to Act______________________________________________________________ 13

Pastor/Teachers____________________________________________________________ 14

Section 1. Qualification_________________________________________________________________ 14

Section 2. Election____________________________________________________________________ 14

Section 3. Duties______________________________________________________________________ 14

Section 4. Termination_________________________________________________________________ 14

Section 3. Nomination, Selection, and Tenure of Office__________________________ 14

Section 4. Qualifications_____________________________________________________ 14

Section 6. Removal of Elders_________________________________________________ 15

Section 7. Place of Meetings_________________________________________________ 15

Section 11. Quorum________________________________________________________ 15

Section 13. Rights of Inspection______________________________________________ 15

Section 14. Decisions of the Board of Elders___________________________________ 15

Settlement of Disputes________________________________________________________ 15

Amendment of Bylaws________________________________________________________ 15

Section 1. Amendments________________________________________________________________ 15

Section 2. Record of Amendments________________________________________________________ 15

Receipt and Disbursement of Funds_____________________________________________ 16

Corporate Records and Receipts_______________________________________________ 16

Dissolution_________________________________________________________________ 16



Article I

Name and Location of Organization


            The name of the Corporation is Grace Valley Church.  It is a Canadian nonprofit Corporation with the principal offices in Quispamsis, New Brunswick.  Grace Valley Church is a non-denominational independent church.


Article II

Purpose of Organization


            This Corporation is organized for exclusively religious purposes.  Our biblical purpose is as follows:

            Grace Valley Church exists to bring praise, honor, and glory to God by expressing our love to Him and to one another in all that we are and do.  We seek to accomplish this objective through a commitment to biblical worship, edification, and evangelization, each of  these being accomplished through the individual exercise of the spiritual gifts entrusted to each believer by God (Matthew 22:37-40; 1 Corinthians 10:31; 1 Thessalonians 1:9; Hebrews 12:28-29; 1 Peter 4:10-11).



In worship, we individually and corporately submit ourselves to God in spirit and truth, exalting His greatness while acknowledging that we are but stewards of all that He has entrusted to us (Isaiah 57:15; John 4:24; Psalm 96; Philippians 2:11; James 1:17).



We seek, in complete dependence upon God, to build in love a mature and unified body by means of God's Word through instruction, correction, and encouragement (Ephesians 4:11-16; Colossians 1:28-29; John 21:15-17; 2 Tim 3:16-17).



Bound by the responsibility to make disciples of all nations, we commit ourselves to proclaim the gospel to all who have not yet submitted themselves to the Lord Jesus Christ (Matthew 28:18-20; 1 Corinthians 15:1-4).



Article III

Statement of Faith


            The Word of God, which consists of the sixty-six books of the Old and New Testaments, is God's written revelation to man. The Bible has been given to us by the Holy Spirit and constitutes the plenary (inspired in all its parts) Word of God (2 Peter 1:20‑21; 1 Corinthians 2:7‑14). The Word of God is an objective, propositional revelation (1 Thessalonians 2:13; 1 Corinthians 2:13), verbally inspired in every word (2 Timothy 3:16), absolutely inerrant in the original documents, infallible, and God-breathed.

            God spoke in His written Word by a process of dual authorship.  The Holy Spirit so superintended the human authors that, through their individual personalities and different styles of writing, they composed and recorded God's Word to man (2 Peter 1:20-21) without error in the whole or in the part (Matthew 5:18; 2 Timothy 3:16).

            Whereas there may be several applications of any given passage of Scripture, there is but one true interpretation.  The meaning of Scripture is to be found as one diligently applies the literal grammatical-historical method of interpretation under the enlightenment of the Holy Spirit (John 7:17; 16:12-15; 1 Corinthians 2:7-15;  Ephesians 1:17-18; 1 John 2:20).

            The Bible constitutes the only infallible rule of faith and practice (Matthew 5:18; 24:35; John 10:35; 16:12‑13; 17:17; 1 Corinthians 2:13; 2 Timothy 3:15‑17; Hebrews 4:12; 2 Peter 1:20‑21) and that it is the responsibility of all believers to ascertain carefully the true intent and meaning of Scripture, recognizing that proper application is authoritative and thus binding upon all generations. The truth of Scripture stands in judgment of men; never do men stand in judgment of it.



            There is but one living and true God (Deuteronomy 6:4; Isaiah 45:5‑7; 1 Corinthians 8:4), an infinite, all-knowing Spirit (John 4:24), perfect in all His attributes, one in essence, eternally existing in three Persons - Father, Son, and Holy Spirit (Matthew 28:19; 2 Corinthians 13:14) - each equally deserving worship and obedience.


God the Father

            God the Father, the first person of the Trinity, orders and disposes all things according to His own purpose and grace (Psalm 145:8‑9; 1 Corinthians 8:6). He is the creator of all things (Genesis 1:1‑31; Ephesians 3:9). As the only absolute and omnipotent ruler in the universe, He is sovereign in creation, providence, and redemption (Psalm 103:19; Romans 11:36). His fatherhood involves both His designation within the Trinity and His relationship with mankind. As Creator, He is Father to all men (Acts 17:24-29; Malachi 2:10), but He is Spiritual Father only to believers (Romans 8:14; 2 Corinthians 6:18). He has decreed for His own glory all things that come to pass (Ephesians 1:11). He continually upholds, directs, and governs all creatures and events (1 Chronicles 29:11). In His sovereignty, He is neither author nor approver of sin (Habakkuk 1:13; John 8:38‑47), nor does He abridge the accountability of moral, intelligent creatures (1 Peter 1:17). He has graciously chosen from eternity past those whom He would have as His own (Ephesians 1:4‑6); He saves from sin all who come to Him through Jesus Christ; He adopts as His own all those who come to Him; and He becomes, upon adoption, Father to His own (John 1:12; Romans 8:15; Galatians 4:5; Hebrews 12:5‑9).


God the Son

            Jesus Christ, the second person of the Trinity, possesses all the divine excellencies, and in these He is coequal, consubstantial, and coeternal with the Father (John 10:30; 14:9). God the Father created "the heavens and the earth and all that is in them: according to his own will, through His Son, Jesus Christ, by whom all things continue in existence and in operations (John 1:3; Colossians 1:15‑17; Hebrews 1:2).

            In the incarnation (God becoming man), Christ surrendered only the prerogatives of deity, but nothing of the divine essence, either in degree or kind. In His incarnation, the eternally existing second person of the Trinity accepted all the essential characteristics of humanity and so became the God-man (Philippians 2:5‑8; Colossians 2:9), representing humanity and deity in indivisible oneness (Micah 5:2; John 5:23; 14:9‑10; Colossians 2:9).

            Our Lord Jesus Christ was virgin born (Isaiah 7:14; Matthew 1:23, 25; Luke 1:26‑35); that He was God incarnate (John 1:1, 14); and that the purpose of the incarnation was to reveal God, redeem men, and rule over God's kingdom (Psalm 2:7‑9; Isaiah 9:6; John 1:29; Philippians 2:9‑11; Hebrews 7:25‑26; 1 Peter 1:18‑19).

            Our Lord Jesus Christ accomplished our redemption through the shedding of His blood and sacrificial death on the cross and that His death was voluntary, vicarious, substitutionary, propitiatory, and redemptive (John 10:15; Romans 3:24‑25; 5:8; 1 Peter 2:24). Our justification is made sure by His literal, physical resurrection from the dead and that He is now ascended to the right hand of the Father, where He now mediates as our Advocate and High Priest (Matthew 28:6; Luke 24:38‑39; Acts 2:30‑31; Romans 4:25; 8:34; Hebrews 7:25; 9:24; 1 John 2:1).

            In the resurrection of Jesus Christ from the grave, God confirmed the deity of His Son and gave proof that God has accepted the atoning work of Christ on the cross. Jesus' bodily resurrection is also the guarantee of a future resurrection life for all believers (John 5:26‑29; 14:19, Romans 4:25; 6:5‑10; 1 Corinthians 15:20,23).


God the Holy Spirit

            The Holy Spirit is a divine person, eternal, underived, possessing all the attributes of personality and deity (1 Corinthians 2:10‑13; Ephesians 4:30; 1 Corinthians 12:11; Hebrews 9:14; Psalm 139:7‑10; Isaiah 40:13‑14; Romans 15:13; John 16:13). In all the divine attributes He is coequal and consubstantial with the Father and the Son (Matthew 28:19; Acts 5:3‑4; 28:25‑26; 1 Corinthians 12:4‑6; 2 Corinthians 13:14; Jeremiah 31:31‑34 with Hebrews 10:15‑17).

            The unique work of the Holy Spirit in this age began at Pentecost when He came from the Father as promised by Christ (John 14:16‑17; 15:26) to initiate and complete the building of the body of Christ, which is His Church (1 Corinthians 12:13). The broad scope of His divine activity includes convicting the world of sin, or righteousness, and of judgment; glorifying the Lord Jesus Christ; and transforming believers into the image of Christ (John 16:7‑9; Acts 1:5; 2:4; Romans 8:29; 2 Corinthians 3:18; Ephesians 2:22).

            The Holy Spirit is the supernatural and sovereign agent in regeneration, baptizing all believers into the body of Christ (1 Corinthians 12:13). The Holy Spirit also indwells, sanctifies, instructs, and empowers them for service, and seals them unto the day of redemption (Romans 8:9; 2 Corinthians 3:6; Ephesians 1:13).

            The Holy Spirit is the divine teacher who guided the apostles and prophets into all truth as they committed to writing God's revelation, the Bible. Every believer possesses the indwelling presence of the Holy Spirit from the moment of salvation, and it is the duty of all those born of the Spirit to be filled with (controlled by) the Spirit (John 16:13; Romans 8:9; Ephesians 5:18; 2 Peter 1:19-21; 1 John 2:20,27).

            The Holy Spirit administers spiritual gifts to the church. The Holy Spirit glorifies neither Himself nor His gifts by ostentatious displays, but He does glorify Christ by implementing His work of redeeming the lost, and of building up believers in the most holy faith (John 16:13‑14; Acts 1:8, 1 Corinthians 12:4‑11; 2 Corinthians 3:18).



            Man was directly and immediately created by God in His image and likeness. Man was created free of sin with a rational nature, intelligence, volition, self-determination, and moral responsibility to God (Genesis 2:7, 15‑25; James 3:9).

            God's intention in the creation of man was that man should glorify God, enjoy God's fellowship, live his life in the will of God, and by this accomplish God's purpose for man in the world (Isaiah 43:7; Colossians 1:16; Revelation 4:11).

            In Adam's sin of disobedience to the revealed will and Word of God, man lost his innocence, incurred the penalty of spiritual and physical death, became subject to the wrath of God, and became inherently corrupt and utterly incapable of choosing or doing that which is acceptable to God apart from divine grace. With no recuperative powers to enable him to recover himself, man is hopelessly lost. Man's salvation is thereby wholly of God's grace through the redemptive work of our Lord Jesus Christ (Genesis 2:16‑17, 3:1‑19; John 3:36; Romans 3:23; 6:23; 1 Corinthians 2:14; Ephesians 2:1‑3; 1 Timothy 2:13‑14; 1 John 1:8).

            Because all men were in Adam, a nature corrupted by Adam's sin has been transmitted to all men of all ages, Jesus Christ being the only exception. All men are thus sinners by nature, by choice, and by divine declaration (Psalm 14:1‑3; Jeremiah 17:9; Romans 3:9‑18, 23, 5:10‑12).



            Salvation is wholly of God by grace on the basis of the redemptive work of Jesus Christ, the merit of His shed blood, and not on the basis of human merit or works (John 1:12; Ephesians 1:7, 2:8-10; 1 Peter 1:18‑19).  A person is saved from eternal wrath through faith in the death, burial, and resurrection of Jesus Christ and that faith necessitates repentance from dead works to serve the living and true God and to wait for His Son from heaven (1 Thess 1:9-10; Heb 6:1).  That faith necessitates a submission to the lordship of Jesus Christ causing a commitment to living according to God’s will as specified within Scripture.



            All who place their faith in Jesus Christ are immediately placed by the Holy Spirit into one united spiritual body, the church (1 Corinthians 12:12‑13), the bride of Christ (2 Corinthians 11:2; Ephesians 5:23‑32; Revelation 19:7‑8), of which Christ is the head (Ephesians 1:22, 4:15; Colossians 1:18).

            The formation of the church, the body of Christ, began on the day of Pentecost (Acts 2:1‑21, 38‑47) and will be completed at the coming of Christ for His own (1 Corinthians 15:51‑52; 1 Thessalonians 4:13‑18).

            The church is thus a unique spiritual organism designed by Christ, made up of all born-again believers in this present age (Ephesians 2:11‑3:6).

            The establishment and continuity of local churches is clearly taught and defined in the New Testament Scriptures (Acts 14:23,27, 20:17, 28; Galatians 1:2; Philippians 1:1; 1 Thessalonians 1:1; 2 Thessalonians 1:1) and that the members of the one spiritual body are directed to associate themselves together in local assemblies (1 Corinthians 11:18‑20; Hebrews 10:25).

            The one supreme authority for the church is Christ (1 Corinthians 11:3; Ephesians 1:22; Colossians 1:18) and that the church leadership, gifts, order, discipline, and worship are all appointed through His sovereignty as found in the Scriptures. The biblically designated officers serving under Christ and over the assembly are elders (males, who are also called bishops, pastors, pastor-teachers (Acts 20:28; Ephesians 4:11) and are directly accountable to the Lord for the care of the flock (Heb 13:17).  Elders are responsible to govern the affairs of the church through being humble examples and are to be unanimous in their decisions (1 Pet 5:1-5).

            The church must stress the importance of discipleship (Matthew 28:19‑20; 2 Timothy 2:2), mutual accountability of all believers to each other (Matthew 18:5‑14), as well as the need for discipline of sinning members of the congregation in accord with the standards of Scripture (Matthew 18:15‑22; Acts 5:1‑11; 1 Corinthians 5:1‑13; 2 Thessalonians 3:6‑15; 1 Timothy 1:19‑20; Titus 1:10‑16).

            The local church is autonomous, free from any external authority or control, with the right of self-government and freedom from the interference of any hierarchy of individuals or organizations (Titus 1:5).

            It is scriptural for the churches to cooperate with each other for the presentation and propagation of the faith. Local churches, however, through their elders and their interpretation and application of Scripture, should be the sole judges of the measure and method of their cooperation (Acts 15:19‑31, 20:28; 1 Corinthians 5:4‑7, 13; 1 Peter 5:1‑4).

            The purpose of the church is to glorify God (Ephesians 3:21) by building itself up in the faith (Ephesians 4:13‑16), by instruction of the Word (2 Timothy 2:2, 15, 3:16‑17), by fellowship (Acts 2:47; 1 John 1:3), by keeping the ordinances (Luke 22:19; Acts 2:38‑42), and by advancing and communicating the gospel to the entire world (Matthew 28:19; Acts 1:8; 2:42).

            All saints are called to the work of service or ministry (1 Corinthians 15:58; Ephesians 4:12; Revelation 22:12).

            The church must cooperate with God as He accomplishes His purpose in the world. To that end, He gives the church spiritual gifts. First, He gives men chosen for the purpose of equipping the saints for the work of the ministry (Ephesians 4:7‑12) and He also gives unique and special spiritual abilities to each member of the body of Christ (Romans 12:5‑8; 1 Corinthians 12:4‑31; 1 Peter 4:10‑11).

            Two ordinances have been committed to the local church: baptism and the Lord's Supper (Acts 2:38‑42). Christian baptism by immersion (Acts 8:36‑39) is the solemn and beautiful testimony of a believer showing forth his faith in the crucified, buried, and risen Savior and his union with Him in death to sin and resurrection to a new life (Romans 6:1‑11). It is also a sign of fellowship and identification with the visible body of Christ (Acts 2:41‑42). We teach that the Lord's Supper is the commemoration and proclamation of His death until He comes, representing the flesh and blood of Christ, and should be always preceded by solemn self-examination (1 Corinthians 11:28‑32).



            Physical death involves no loss of immaterial consciousness (Revelation 6:9‑11), that the soul of the redeemed passes immediately into the presence of Christ (Luke 23:43; Philippians 1:23; 2 Corinthians 5:8), that there is a separation of soul and body (Philippians 1:21‑24), and that, for the redeemed, such separation will continue until the Lord returns (1 Thessalonians 4:13‑17), when soul and body will be reunited to be glorified forever with our Lord (Philippians 3:21; 1 Corinthians 15:35‑44, 50‑54). Until that time, the souls of the redeemed in Christ remain in joyful fellowship with our Lord Jesus Christ (2 Corinthians 5:8). There will be a bodily resurrection of all men, the saved to eternal life (John 6:39, Romans 8:10‑11, 19-23; 2 Corinthians 4:14), and the unsaved to judgment and everlasting punishment (Daniel 12:2; John 5:29; Revelation 20:13‑15).

            The souls of the unsaved at death are kept under punishment until the resurrection (Luke 16:19‑26, Revelation 20:11‑15) and shall be cast into hell, the lake of fire (Matthew 25:41‑46), cut off from the life of God forever (Daniel 12:2; Matthew 25:41‑46; 2 Thessalonians 1:7‑9).

            The Lord will return physically and visibly, and he will judge both those who are alive on earth at that time and will resurrect those who have died (John 5:28-29; Acts 18:31).


Article IV

Church Membership

Section  1. Purpose of the Fellowship

            The congregation of Christian believers who have applied for membership and have been duly accepted shall constitute a spiritual body, united for the spiritual purposes set forth in Article II of these Bylaws.


Section  2. Active Membership

            Membership in Grace Valley Church will be open to any person who has repented of his/her sin and has confessed Jesus Christ as Lord and Savior, has testified to this fact by believer baptism, and who subscribes to the statement of faith as outlined in this document.  If a person disagrees with the Statement of Faith, the individual must note the differences on the application and the Board of Elders will review the differences.  If the Board of Elders is willing to approve the application given the noted differences, then the member must agree to neither teach those things that contradict the Statement of Faith nor cause disunity over the differences while maintaining an attitude of humility and teachability.

Section  3. Voting Privileges and Rights

            Membership in this church shall not vest in any member any proprietary rights in the Corporation, but shall only entitle the member to vote at a meeting of the members on those matters submitted to the church membership by the Board of Elders. 

            Only those persons whose names stand on the membership records of the church on the day of any meeting of the church members shall be entitled to vote at such a meeting on matters submitted to the church membership by the Board of Elders.  Voting privileges are restricted to those members who have passed their sixteenth birthday, and every member shall be entitled to one vote.

            Those admitted to membership do not constitute a legislative body, nor do they constitute members in the Corporation and they cannot vote, pass resolutions binding upon the Corporation, nor shall they have any equity in the real property of the Corporation, or rights to vote on its disposal.  Said property of the Corporation is dedicated to religious and charitable purposes as outlined in the Letters Patent.

Section  4. Application for Membership

            Those individuals desiring membership in this church shall make their request to the elders of Grace Valley Church.  Upon making such a request, the individual will be given an application for membership, along with a copy of ‘The Statement of Faith and Bylaws’.  The elders will meet with the applicant following the receipt of the application.  Each applicant will subscribe to and publicly affirm the Statement of Faith and Bylaws.  The Elders will be responsible for final approval.

Section  5. Denial of Membership

            If, upon review of an application for membership or after meeting with a prospective member, the Elders determine that the applicant does not confess Jesus Christ as his Lord and Savior, that there is lack of evidence of a godly lifestyle, or refuses to submit to the appointed leadership of the church (Hebrews 13:7, 17), membership will be denied. The decision made by the Elders shall be final and there shall be no appeal to any court from that decision.

Section  6. Admission of Applicants

            Announcement of Applicants admitted to membership shall be posted in the Sunday morning service bulletin.

Section  7. Responsibilities of Members

            Members shall support the church by prayer, loving fellowship, regular attendance, the exercise of their spiritual gifts for the mutual benefit of the church, and by their financial gifts. In reliance on God and in accordance with His Word, each member is expected to diligently strive for holy living.


Section  8. Discipline of Members and Adherents

            The purpose of church discipline is to bring about a return to a biblical standard of conduct and doctrine in a member or adherent who errs (Galatians 6:1), to maintain purity in the local church (1 Corinthians 5:6), and to deter sin (1 Timothy 5:20).

            Members and adherents of this church who shall err in doctrine or conduct shall be subject to dismissal according to Matthew 18:15-18. However, before such dismissal, (1) it shall be the duty of any person of this church who has knowledge of the erring person's heresy or misconduct to lovingly warn such erring one in private, seeking his repentance and restoration. If said erring person does not heed this warning, then (2) the warning person shall again go to the erring one accompanied by one or two witnesses to warn and correct such erring person in private, seeking his repentance and restoration. If said erring one still refuses to heed this warning, then (3) it shall be brought to the attention of the Elders.

            It is understood that this process will continue to conclusion whether the erring person leaves the church or otherwise seeks to withdraw to avoid the discipline process.  If said person refuses to heed the warning of the Elders and the church, (4) he/she will be publicly dismissed from the church.

            If said person, after dismissal, heeds the warning, demonstrates repentance, and requests reinstatement, he shall be publicly restored to fellowship by the Elders.


Section  9. Removal from the Roll of Members

            Any member evidencing a sustained lack of interest, without plausible reason or excuse, in attending worship services, fellowship, for a period of one (1) year shall be removable from the membership roll at the discretion of the Elders.

            A former member can be reinstated by complying with the membership process outlined above as verified by the Elders.


Section 10. Meetings

            An annual meeting of the church members shall be held in November of each year, or at such other time as the Directors shall choose.  At such regular annual meeting, the members shall consider reports of the affairs of the church and transact other business as the Directors determine shall be brought before the meeting.

            Special meetings of the members may be called by the order of the Board of Directors.

            Notice of regular meetings shall be given from the pulpit by an elder for two successive Sundays prior to the meeting.  In addition, notice shall be published in the regular church bulletin for two successive Sundays prior to the meeting. Notice of special meetings shall be given from the pulpit at least seven (7) days prior to the meeting and shall also be published in the regular church bulletin on the Sunday immediately preceding the meeting.

            At all meetings of the members, whether regular or special, the members present shall constitute a quorum for the transaction of business.  A quorum needs to be forty percent of the church membership and all decisions must be passed by a majority.



Article V

Directors of the Corporation

Section  1. Powers


            Grace Valley Church shall be incorporated in the Province of New Brunswick and comply with Canadian laws of incorporation and charitable organizations.  As such, all salary, compensation, and real property decisions shall be exercised by or under the direction of an independent Board of Directors who are not employees of the Corporation.  The Directors shall establish salaries and other compensation of Corporation employees and shall approve all purchases and sales of real property.

            Subject to limitations of the Articles and these Bylaws and of pertinent restrictions of the Companies Act of New Brunswick, all the activities and affairs of the Corporation shall be exercised by or under the direction of the Directors of the Corporation.  Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers in addition to the other powers enumerated in these Bylaws:


To select and remove all the officers, agents, pastors, staff, and employees of the corporation; prescribe such duties for them consistent with law, with the Letters Patent, or with these Bylaws; and fix the terms of their offices and their compensation.

To make such disbursements from the funds and properties of the Corporation as are required to fulfill the purposes of this Corporation and generally to conduct, manage, and control the activities and affairs of the Corporation and to make such rules and regulations consistent with law, with the Letters Patent, and with these Bylaws, as they may deem best.

To adopt, make, and use a corporate seal, and to alter the form of such seal from time to time as they may deem best.

To establish policies and practices for the church consistent with the purposes of this Corporation.

To borrow money and incur indebtedness for the purposes of the Corporation and to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, or other evidences of debt and securities.


            Grace Valley Church Incorporated shall be operated by a Board of Directors appointed by the members of the church.  The Directors of the Corporation shall be responsible for the duties of Chairman, Vice-chairman, Secretary, and Treasurer at Grace Valley Church as specified in Article VI of the Statement of Faith and Bylaws. 

Section  2. Number and Tenure of the Directors of the Corporation

            The Board shall be comprised of at least three (3) Directors of which will the majority will be elders of Grace Valley Church while the other Directors will be members of Grace Valley Church.

            Each Director’s term of office shall be for three (3) years subject to the provisions of Section 4 of this Article.  Each Director’s qualifications and ministry will be evaluated by the Elders.

Section  3. Vacancies

            Any Director may resign effective upon giving written notice to the Chairman or Secretary of the Board, unless the notice specifies a later time for the effectiveness of such resignation.  If the resignation is to be effective at some future time, a successor may be selected before that time by the Elders.

            A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any Officer, or if a need exists and the specified limit is not exceeded.

            No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of the Director's term of office.

Section  4. Removal of Directors

            Any Director may be removed from office if he becomes physically incapacitated, spiritually unqualified, or his inability to serve is established in the opinion of the remainder of the Board of Directors and Board of Elders.

Section  5. Place of Meetings

            The Board of Directors shall meet at least once a year and in special meeting at a time and place in New Brunswick as established by the Board of Directors

            Special meetings of the Corporation may be called at any time by order of the Chairman, Vice-Chairman, or Secretary or by a quorum of the Directors of the Corporation.

            Special meetings of the Committee shall be held upon four-day notice by first class mail or a twenty-four hour notice given personally or by telephone or other similar means of communication.  Any such notice shall be addressed or delivered to each Director of the Corporation or at such Director's address as it is shown upon the records of the Corporation or as may have been given to the Corporation by the Director for such purpose of notice.

Section 6. Quorum

            A majority of the Directors constitutes a quorum and such majority shall at all times be comprised of Elders of Grace Valley Church who are serving as Directors.

Section 7. Action Without Meeting

            Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to a duly prepared resolution to such action.  Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be documented by attaching the signed resolution with the minutes of proceedings of the Board.

Section 8. Rights of Inspection

            Every Elder and Director of Grace Valley Church 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 Corporation of which such person is a Director or Elder for a purpose reasonably related to such person's interest as a Director or Elder.

Section 9. Decisions of the Board

            Decisions shall be reached after prayerful consideration by a majority vote in a spirit of humility, with each Director regarding one another before himself.

Section 10. Fees and Compensation

            Directors of the Corporation (as such) shall not receive any stated or fixed salary for their services: however, nothing herein contained shall be construed to preclude any Directors from serving the Corporation in any other capacity.

            Any person receiving compensation directly or indirectly from Grace Valley Church shall not be in a position to determine the nature or amount of said compensation.


Article VI


Section  1. Officers

            The Officers of the Corporation shall be a Chairman, a Vice-Chairman, a Secretary, and a Treasurer.  The Corporation may also have, at the discretion of the Elders and Directors, other officers as may be appointed in accordance with the provisions of Section 7 of this Article.

Section  2. Election

            The officers of the Corporation shall be chosen as necessary by the Elders and affirmed by the Members, and shall serve at the pleasure of the Elders.  Each officer shall hold his office for three (3) years.

Section  3. Chairman

            The Chairman shall, subject to the control of the Elders, have general supervision, direction, and control of the Officers and activities of the Corporation.  He shall preside at all meetings of the Board of Directors and church business meetings.  He shall be ex-officio a member of all standing committees and shall have such powers and duties as may be prescribed by the Elders or the Bylaws.  The Chairman shall be an Elder of Grace Valley Church.

Section  4. Vice-Chairman

            In the absence or disability of the Chairman, the Vice-Chairman shall perform all the duties of the Chairman, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairman.  The Vice-Chairman shall have such other powers and perform such other duties as may be prescribed by the Elders or the Bylaws.

Section  5. Secretary

            The Secretary shall keep, or cause to be kept, a record of minutes of all meetings of the members and the Board of Directors: with the time and place of holding, whether regular or special, and if special, how authorized; the names of those present; and the proceedings thereof.  The Secretary shall supply a copy of the minutes of all meetings to the Officers within thirty (30) days of the meeting to be accepted by them.

            The Secretary shall keep, or cause to be kept, at the principal office in the Province of New Brunswick the original and a copy of the Corporation's Letters Patent and Bylaws, as amended to date.  The Secretary shall give, or cause to be given, notice of all meetings of the members, and the Board of Directors required by these Bylaws or by law to be given.

            The Secretary shall keep, or cause to be kept, a church membership register showing the names of the members and their addresses.  The Secretary shall provide a copy of the church membership to the Elders.  Such list shall be reviewed and updated annually.

Section  6. Treasurer

            The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation.  The books of any account shall be at all reasonable times open to inspection by any Elder or Director of Grace Valley Church.

            The Treasurer shall deposit or cause to be deposited all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Directors.  The Treasurer shall disburse the funds of the Corporation as may be ordered by the Directors, shall render to the Chairman and the Elders as well as the Directors of the Corporation, whenever they request it, an account of all his transactions and of the financial condition of the Corporation, and shall make the financial reports at each regular Directors meeting and at the annual meeting of members.

            The Treasurer shall have such powers and perform such other duties as may be prescribed by the Directors of the Corporation.

Section  7. Subordinate Officers

            The Elders may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in the Bylaws or as the Board may determine.

Section  8. Removal and Resignation

            Any officer may be removed by the Elders at any time.

            Any officer may resign at any time without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party, by giving written notice to the Elders, the Directors of the Corporation of Grace Valley Church, to the Chairman, or the Secretary of the Corporation.  Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section  9. Vacancies

            A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled as it occurs by the Elders in a manner consistent with the Bylaws.

Section 10. Inability to Act

            In the case of absence or inability to act of any officer of the Corporation and of any person herein authorized to act in his place, the Elders may delegate the powers or duties of such officer to any other officer, or other person whom the Elders may select.



Article VII


Section 1. Qualification

                The Pastor/Teacher shall be an Elder meeting the biblical qualifications.

Section 2. Election

            The Pastor/Teacher shall be selected by unanimous agreement of the Elders.  Should he accept the call of the church, his tenure of office shall be for an indeterminate period of time.

Section 3. Duties

              He will be responsible to arrange for and/or to conduct all services of the church and be responsible for the general oversight of the spiritual welfare of the church.  He shall be an ex-officio member of all committees of Grace Valley Church and is accountable to Elders.

Section 4. Termination

            Should the Pastor/Teacher fail to meet or uphold the standards set forth in Scripture, the Elders shall relieve the Pastor/Teacher from his duties.  The Elders shall then have the right to reinstate or remove the Pastor/Teacher as an employee of the corporation.

            The Pastor/Teacher may resign his duties with thirty (30) days notice, both parties doing so in written form.  A period of time less than thirty (30) days will be acceptable in the event both parties agree to a shorter length of time.


Article VIII



Section 1. Responsibilities

            Subject to limitations of the Articles and these Bylaws, all the activities and affairs of the Church Body shall be exercised by or under the direction of the Board of Elders, who are responsible for shepherding and oversight of the flock.  Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:


(A) To establish policies and practices for the church consistent with Scripture.

(A) To assist the Pastor/Teacher in the administration of the ordinances of Baptism and the Lord's Supper.


Section 2. Nomination, Selection, and Tenure of Office

            Recommendation and selection of a man to fill the office of Elder shall be the responsibility of the elders.  The elders must unanimously agree to the appointment of a man to overseership.  The elders shall advise the congregation of the appointment and give the congregation two weeks opportunity to respond if there are biblical concerns unknown to the elders.  If there are no biblical grounds to refuse the individual from overseership then he will be publicly ordained by the elders through the laying on of hands before the church.

            Elders will remain as an elder unless they either remove themselves or are removed for biblical reasons. (See Section 4 for further details.)


Section 3. Qualifications

            Each member of the Board of Elders must be an active member of this church and possess the qualifications described in 1 Timothy 3:1-7 and Titus 1:6-9.


(A) Blameless as a steward of God; above reproach (1 Timothy 3:2; Titus 1:6-7).

(B) Husband of one wife; a one-woman man; not flirtatious (1 Timothy 3:2; Titus 1:6).

(C) Temperate, sober (1 Timothy 3:2).

(D) Sober-minded, sensible (1 Timothy 3:2; Titus 1:8).

(E) Orderly, respectable (1 Timothy 3:2).

(F) Given to hospitality (1 Timothy 3:2; Titus 1:8).

(G) Able to teach, exhort believers, and refute false teaching (1 Timothy 3:2; Titus 1:9).

(H) Not given to wine (1 Timothy 3:3; Titus 1:7).

(I)  Not violent; (1 Timothy 3:3; Titus 1:7).

(J) Patient, gentle (1 Timothy 3:3).

(K) Not contentious; not quick-tempered (1 Timothy 3:3; Titus 1:7).

(L) Not covetous; not a lover of money; not greedy (1 Timothy 3:3; Titus 1:7).

(M) Rules well his own house. His children are under control (1 Timothy 3:4; Titus 1:6).

(N) Not a new convert (1 Timothy 3:6).

(O) Has a good reputation with outsiders (1 Timothy 3:7).

(P) Not self-willed or stubborn (Titus 1:7).

(Q) Loves godliness (Titus 1:8).

(R) Just, fair (Titus 1:8).

(S) Holy, devout (Titus 1:8).

(T) Self-controlled (Titus 1:8).


Section 4. Removal of Elders

            Any Elder may be removed from office if he becomes physically incapacitated, spiritually unqualified, or his inability to serve is established in the mind of the remainder of the Board of Elders.


Section 5. Place of Meetings

            Notwithstanding anything to the contrary provided in these Bylaws, any meeting (whether regular, special, or adjourned) of the Board of Elders of the Corporation may be held at any place within or without the province of New Brunswick.


Section 6. Quorum

            A Quorum of elders is only possible when all elders are present.  Voting on certain decisions may be done by proxy if an elder cannot be present.


Section 7. Rights of Inspection

            Every Elder 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 Corporation of which such person is an Elder for a purpose reasonably related to such person's interest as an Elder.


Section 8. Decisions of the Board of Elders

            Decisions shall be reached after prayerful consideration by unanimous vote in a spirit of humility, with each Elder regarding one another before himself.



Article IX

Settlement of Disputes


            In the occasion of any dispute which may arise between church members, pastoral staff, or staff pertaining to any matters of spiritual teaching or practices, church finances, or title to property purchased with church contributions, the dispute shall be resolved by the Elders.


Article X

Amendment of Bylaws

Section 1. Amendments

            These Bylaws may be amended and new and additional Bylaws may be made from time to time at any time by the Directors of the Corporation in the exercise of the power granted to them in these Bylaws.

Section 2. Record of Amendments

            Whenever an amendment or new Bylaw is adopted, it shall be copied in the book of minutes with the original Bylaws, in the appropriate place.  If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.


Article XI

Receipt and Disbursement of Funds


            The Corporation shall hold, manage, and disburse any funds or properties received by it from any source in a manner that is consistent with the expressed purposes of this Corporation and in submission to the Board of Directors.


Article XII

Corporate Records and Receipts


            The Corporation shall maintain adequate and correct accounts, books, and records of its business and properties.  All such books, records, and accounts shall be kept by the Treasurer in the Province of New Brunswick, as fixed by the Directors of the Corporation.



Article XIII



            No part of the net earnings of the corporation shall ever enure to the benefit of any donor, member, director, or officer of the Corporation.

            Upon dissolution, any assets of the Corporation shall be distributed in accordance with the objects and purposes of the corporation. 

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