The Lakeway Church

Glorifying God, Loving Others

2203 Lakeway Blvd. ● Lakeway, TX 78734 ● 512-261-6331 ● Fax: 512-261-7099

The By-Laws of The Lakeway Church

(Revised and approved November 15, 2005)

Article I: Name, Purpose, and Registered Office

Section 1.01. The name of the corporation is THE LAKEWAY CHURCH (the "Church").

Section 1.02. The Lakeway Church is a loving congregation welcoming members from all Christian traditions, and honoring God through worship and service. The Church is a non‑profit corporation whose purpose is "to reach out to all and lead them to become fully devoted disciples of Jesus Christ." Jesus Christ is head of the Church. The Church's governance structure exists to enable the Church to do God's work under the leadership of the Holy Spirit in carrying out Christ's commandments.

Section 1.03. The principal office of the Church shall be at 2203 Lakeway Blvd., Lakeway, Texas 78734, or at such other place as the Elder Council, by resolution, may from time to time determine.

Section 1.04. The registered office of the Church and/or the name of its registered agent, as set forth in the Articles of Incorporation of the Church, may be changed by the Elder Council, from time to time, by proper resolution and the filing of an appropriate form with the state setting forth any such change or changes.

Section 1.05 The fiscal year of the Church shall be from January 1 to December 31.

Article II: Church Members

Section 2.01. Any person stating a belief in Jesus Christ as his/her Savior is eligible to apply for membership in the Church pursuant to such procedural regulations as might be established from time to time by the Elder Council. The Elder Council shall establish guidelines and a procedure to be detailed in the Church Governance Manual for updating the membership roll on an annual basis by removing inactive or deceased members from the roll. Only members 18 years old or greater shall be eligible to vote. The responsibilities of the members for governing the Church are to:

1. Vote to:

(a) approve or reject any proposed amendment to these By-Laws or to the Church's stated beliefs;

(b) approve or reject any significant changes to Church policy;

(d) approve or reject the sale or purchase of real property;

(e) approve or reject the call or dismissal of a Senior Pastor;

(f) elect and remove Elders and Deacons;

(g) approve or reject any capital improvements or other expenditures in excess of $100,000 that are not included in the Annual Budget. Items that are considered emergency maintenance are not subject to this limitation; and

(h) approve or reject any proposed indebtedness in excess of $100,000.

2. Participate in an annual Church Budget hearing.

3. Participate in called Church membership meetings.

4. Be involved in, and informed about, the Church.

Article III: Meetings of Members

Section 3.01. An annual meeting and a semi-annual meeting of the members for updates of the state of the Church, and an annual Church budget hearing (which may be combined with the annual or semi-annual meeting), shall be held at the principal location of the Church at suitable times as designated by the Elder Council. The annual budget hearing shall be for the purpose of the Elder Council explaining the proposed budget for the coming year and inviting questions, suggestions and requests from the members. To the extent reasonably practical the annual budget hearing should precede the Elder Council's final proposed budget (which is subject to Church membership approval in accordance with Section 2.01, Subpart 1(c)) so that suggestions and requests can be honored. The Elder Council may approve expenditures not included in the approved Annual Budget as may be necessary or convenient, subject, however, to the restrictions of Section 2.01, Subpart 1(g).

Section 3.02. A special meeting of the members may be called by the Elder Council, the Senior Pastor, or at the written request of members representing at least one‑tenth of the votes entitled to be cast at such a meeting.

Section 3.03. To the extent reasonably practical, notices of the annual meeting, the semi-annual meeting, and the annual budget hearing shall be given with at least two weeks advance notice in the monthly newsletter, in the worship service bulletins, and from the pulpit. No notice of any special meeting of the members shall be required other than an oral announcement at the regularly scheduled worship services at least one week prior to such meeting or in written material distributed to members at all regularly scheduled worship services at least one week prior to such meeting. Notice of a special meeting of the members shall include a brief description of the matters to be considered. The Senior Pastor or the Elder Council may elect to give such additional notice of any meeting of the members as the Senior Pastor or the Elder Council may deem appropriate or desirable.

Section 3.04. The Chairperson of the Elder Council, or in his or her absence another Elder selected by the Elders, shall chair any meeting of the members. A quorum for any meeting of the members shall consist of those present at a duly-called meeting. Except as otherwise provided herein, the affirmative vote of the majority of the members represented at the meeting shall be the act of the members.

Article IV: Elder Council

Section 4.01. The Elders serve as spiritual overseers of the Church, and the Elder Council is the governing body of the Church. The Elders are to approve and oversee the work developed by the Pastoral Staff, Deacons, Church Staff, volunteer committees and any member as designated by the Elders. Their responsibilities include: overseeing the spiritual health of the Church; fostering the Church vision, purpose, and stated beliefs; overseeing the development and implementation of ministries and programs; and overseeing the business affairs of the Church.

Section 4.02. The Elders consist of Pastor Elders and Lay Elders. Lay Elders are to be elected by the Church members.

Section 4.03. The Elder Council consists of up to seven (7) Active Elders with voting rights and up to three (3) ex-officio members without voting rights, to include:

(a) a maximum of 2 Pastor Elders, with full voting rights, including: the Senior Pastor plus -- if the Senior Pastor so desires -- an additional pastor selected by the Senior Pastor;

(b) a maximum of 5 Lay Elders, elected by the Church membership, with full voting rights;

(c) a maximum of 2 other full-time, ordained pastors selected by the Senior Pastor, serving ex-officio without voting rights; and,

(d) the Deacon Chairperson, serving ex-officio without voting rights.

Section 4.04. Prior to the adoption of these Bylaws establishing the Elder Council, the Board of Trustees of the Church established a Transition Team. The details for nominating, reviewing and electing the initial set of Lay Elders shall be in accordance with procedures which are established by the Transition Team. Thereafter, the following details regarding nominating, reviewing and electing Lay Elders shall be applicable.

Section 4.05 Lay Elder candidates may be self-nominated or nominated by another member.

Section 4.06. Lay Elder qualifications, inspired by scriptures, include any adult Church member who:

(a) is a mature Christian and has been a member of the Church for a minimum of three (3) years;

(b) has demonstrated, through leadership and service, a commitment to the vision, purpose, stated beliefs, and ministries of the Church;

(d) handles family matters in a Christian manner; and

(e) does not pursue dishonest gain.

Section 4.07 The qualifications of each candidate are to be reviewed by a committee consisting of three (3) Active Elders (including the Senior Pastor) and three (3) members from the Church at large. For the review committee, the two Active Elders other than the Senior Pastor shall be selected by the Elder Council. The review committee members from the Church at large shall be elected by the members at a duly-called meeting of the members. The review committee does not select the Elders, but reviews the candidates to make sure that they meet the qualifications. Elder candidates will attend a "briefing" which sets forth the Church's expectation of an Elder.

Section 4.08. All candidates affirmed by the review committee shall be presented to the membership for a vote of the members.

Section 4.09. Those elected are ordained as Active Elders and seated on the Elder Council. Ordination will occur on a pre-announced Sunday and in each Church service. Elected Elders are to attend an initial Elder Training Class to fully understand their roles and responsibilities. In addition, Elders will participate in yearly continuing education in communicating, listening, and confidentiality.

Section 4.10. Elders may be Active or Inactive, but once ordained, are Elders for life, unless removed by the procedure specified herein. An Elder is “Active” when serving on the Elder Council. An “Inactive” Elder is an Elder who no longer serves on the Elder Council. (Becoming "Inactive" does not eliminate an Elder's responsibility for spiritual leadership.)

Section 4.11. The Active Lay Elders shall serve three (3) year terms, and must be inactive for at least one (1) year before being eligible for another three (3) year term.

Section 4.12. Active Lay Elders shall be elected each year on a rotating basis; with two (2) elected in one year, two (2) elected the following year, and one (1) elected the third year.

Section 4.13. An Elder Council Chairperson shall be elected annually from among the Lay Elders and can serve no more than two (2) years consecutively. Although all Elders share equal responsibility, the Chairperson is the spokesperson and facilitator for the Elder Council, and presides over Elder Council meetings and Church-wide meetings. In the absence of the Chairperson, the Elders shall select another Elder to chair such meetings. The Chairperson shall execute, on behalf of the Church, all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly delegated by the Elder Council to some other person or persons.

Section 4.14. The Senior Pastor is a perpetual voting member of the Elder Council.

Section 4.15. Lay Elders may be removed for cause by a majority vote of the Elder Council, or by a majority vote of members present at a Church-wide meeting called under the guidelines for special meetings. The Pastor Elders may only be removed in accordance with Section 5.06 below.

Section 4.16. Minutes shall be kept of all Elder Council meetings and are to be accessible to members on a timely basis.

Section 4.17. Any Lay Elder vacancy occurring in the Elder Council, between elections, shall be filled as soon as reasonably practical with the procedures set forth in Sections 4.05 through 4.09. An Elder elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

Section 4.18. A special meeting of the Elder Council may be called at any time by the Chairperson of the Elder Council or by the Senior Pastor, and shall be called by the Chairperson on the written request of the majority of the Elders at any time.

Section 4.19. Notice of a special meeting of the Elder Council shall be given to each Elder at least four (4) days before the meeting if by mail, or at least twenty‑four (24) hours before the meeting if given in person, by email, or by telephone. The notice of a special meeting must specify the business anticipated to be transacted at such meeting. If notice is given by mail, it shall be deemed to have been delivered when deposited in the United States mail, postage prepaid, addressed to the Elder as it appears in the records of the Church. Like notice of a special meeting of the Elder Council shall be given to any Church member who has filed a request in writing with the Elder Council to be notified of such special meetings.

Section 4.20. Except as otherwise specified herein, at all meetings of the Elder Council a majority of the number of Elders, then acting hereunder, shall constitute a quorum for the transaction of business and the act of a majority of the Elders present in person at a meeting at which a quorum is present shall be the act of the Elder Council. During emergencies a quorum may be obtained by a telephone poll of Elders.

Section 4.21. Any action that may be taken at a meeting of the Elder Council may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by a majority of members of the Elder Council then acting hereunder.

Section 4.22. Except for an emergency meeting, the meeting agenda of Elder Council meetings shall be posted in advance, with ample time for the Church members to be aware of the expected proceedings, including those items predetermined to require discussion in closed session. All final actions, however, shall be taken in open session.

Section 4.23. All meetings of the Elder Council shall be open to members to observe the proceedings, and every Elder Council meeting shall have a time for member participation; the Elder Council may, however, at its discretion close portions of such meetings: (1) for discussions from which an outside third party could gain a serious undue advantage over the Church (such as in contract negotiations with the Church); (2) for discussions of extremely sensitive personnel matters (such as allegations of criminal or immoral conduct, job performance evaluations, and/or disciplinary matters); or, (3) when seeking or receiving legal advice or when discussing a matter presently in litigation or if litigation is reasonably anticipated in order to protect a claim of attorney-client privilege or a claim of privileged work product. Personnel compensation matters (including individual salaries, benefits, housing allowances and stipends) shall not be regarded as extremely sensitive personnel matters. Consequently, if an Elder Council discussion of a personnel compensation matter is not inextricably intertwined with an extremely sensitive personnel matter, such discussion shall be open to the Church membership; conversely, if a personnel compensation matter is inextricably intertwined with an extremely sensitive personnel matter, the Elder Council may at its discretion close that portion of the Elder Council meeting. In any event, a current copy of the same financial reports available to Elders (including specific, individual compensation information) shall be maintained in the Church office, available to members for review at any time during office hours.

Section 4.24. The Elder Council shall appoint a Treasurer of the Church. At the discretion of the Elder Council, the person chosen as Treasurer may be an Elder, a Deacon, or other Church member. The Treasurer shall have custody of the funds and securities of the Church and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Church and shall deposit all monies and other valuable effects in the name and to the credit of the Church in such depositories as may be designated by the Elder Council. The Treasurer shall disburse the funds of the Church as may be ordered by the Elder Council, making proper vouchers for such disbursements, and shall render to the Chairperson of the Elder Council and the Elder Council, when the Chairperson or Elder Council so requires, an account of all of his or her transactions as Treasurer and of the financial condition of the Church. The Treasurer shall perform such other duties as from time to time may be assigned to him or her by the Elder Council or by the Chairperson of the Elder Council.

Section 4.25. The Elder Council shall appoint such other officers (a Secretary or Assistant Treasurer, for example) as it shall deem desirable, such officers to have the administrative authority and perform the administrative duties prescribed, from time to time, by the Elder Council; provided, however, that no such officer shall have or exercise the authority of the Elder Council or of the Senior Pastor in the leadership or management of the Church. Any officer appointed by the Elder Council may be removed by the Elder Council whenever in its sole judgment the best interests of the Church would be served thereby.

Article V: Senior Pastor

Section 5.01. The Senior Pastor is the spiritual leader of the Church.

Section 5.02. The Senior Pastor is responsible for the day-to-day operations of the Church, within guidelines and policies established by the Elder Council.

Section 5.03. The Senior Pastor supervises the pastoral and auxiliary staff of the Church.

Section 5.04. The Senior Pastor has the authority to hire staff, including pastors, subject to established selection procedures and final approval by the Elder Council. These procedures may include a formal Selection and/or Search committee.

Section 5.05. The Senior Pastor has the authority to fire staff, including pastors, subject to established personnel procedures, Personnel Committee review (to assure compliance with applicable regulations and policies), and final approval by the Elder Council.

Section 5.06. Dismissal of the Senior Pastor or Other Pastors:

a) The Senior Pastor or other pastor may be dismissed by a majority vote of the Elder Council and the confirmation vote of a majority of the members in attendance at a special meeting of the members called under the guidelines for special meetings;

b) The Senior Pastor or other pastor may also be dismissed by a 2/3 vote of the members in attendance at a special meeting of the members called under the guidelines for special meetings.

Section 5.07. By majority vote the Lay Elders shall determine whether an Interim Senior Pastor shall have all of the authority and responsibilities of the Senior Pastor as specified herein; if not all such authority and responsibilities, then the Lay Elders shall determine what more restricted authority and responsibilities an Interim Senior Pastor shall have.

Article VI: Deacons

Section 6.01. Deacons support and serve the Elders and Pastors in carrying out the work of the Church – both spiritual and temporal. They carry out a ministry of mercy toward Christians within and outside The Lakeway Church, and for others in need or distress. As used herein, the term "Deacons" is intended to include both male deacons and female deaconesses.

Section 6.02. Deacons function as a consistent and dependable volunteer source for the Church, assisting the pastors and Elders in all aspects of the Church’s ministry. These ministries may include, but are not limited to:

· Serving on standing and ad-hoc committees;

· Organizing worship and fellowship events;

· Assisting in worship services, teaching and assisting in Sunday school;

· Working with specific pastoral programs, such as children, youth, and adult;

· Visiting members in need;

· Administering the benevolence and mission services of the Church;

· Organizing shepherd and community groups; and

· Other activities serving the needs of the Church and the community.

Section 6.03. In addition to the above, Deacons may be asked to serve as chairpersons or members of standing committees, which – at the discretion of the Elder Council – may include, but are not limited to:

· Audit

· Benevolence

· Buildings and Grounds

· Christian Education

· Communications

· Endowment

· Gifts and Donations

· Finance and Budget**

· Long Term Planning

· Membership Care & Involvement

· Memorial Garden

· Music

· Missions

· Personnel

· Policy

· Pastoral & Staff Search (as required)

· Shepherd Program

· Worship

**The Chairperson of the Finance and Budget Committee will be the Treasurer of the Church.

(For clarification, persons other than Deacons may likewise be asked to serve as chairpersons or members of committees.)

Section 6.04. Prior to the adoption of these Bylaws establishing the Deacons, the Board of Trustees of the Church established a Transition Team. The details for nominating, reviewing and electing the initial set of Deacons shall be in accordance with procedures which are established by the Transition Team. Thereafter, the following details regarding nominating, reviewing and electing Deacons shall be applicable.

Section 6.05 Any Church member may be self nominated or nominated by another Church member to serve as a Deacon.

Section 6.06. Deacon qualifications, inspired by scriptures, include any adult Church member who:

(a) Is a mature Christian and shows a willingness to serve in the Church;

(b) Has demonstrated a commitment to the vision, purpose, stated beliefs, and ministries of the Church;

(d) Handles family matters in a Christian manner; and,

(e) Does not pursue dishonest gain.

Section 6.07 The qualifications of each candidate are to be reviewed by a committee consisting of three (3) Active Elders (including the Senior Pastor) and three (3) members from the Church at large. For the review committee, the two Active Elders other than the Senior Pastor shall be selected by the Elder Council. The review committee members from the Church at large shall be elected by the members at a duly-called meeting of the members. The review committee does not select the Deacons, but reviews the candidates to make sure that they meet the qualifications. Deacon candidates will attend a "briefing" which sets forth the Church's expectation of a Deacon.

Section 6.08. All candidates affirmed by the review committee shall be presented to the membership for a vote of the members.

Section 6.09. Those elected will be commissioned for a specific term. The commissioning will occur on a pre-announced Sunday, at each Church service. Elected Deacons are to attend an initial Training Class to fully understand their roles and responsibilities. In addition, Deacons will participate in yearly continuing education in communicating, listening, and confidentiality.

Section 6.10. Deacons will be commissioned for, and serve one (1) term of three (3) years. At the end of any three-year term, a Deacon may not serve again for at least one (1) year.

Section 6.11. There may be up to twenty-one Deacons. After the initial establishment of the Deacons, each year a group of no more than seven (7) will be commissioned, and those who have served their three (3) year term will retire.

Section 6.12. Any Deacon vacancy occurring in the Deacons, between elections, shall be filled as soon as reasonably practical with the procedures set forth herein. A Deacon elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

Section 6.13. The Deacons will select a Chairperson, who will serve as an ex-officio member of the Elder Council, and speak on behalf of the Deacons to the Elder Council and Church members. The Chairperson presides over regularly held Deacon meetings and reports the minutes back to the Elder Council. In the absence of the Chairperson, the Deacons shall select another Deacon to act as temporary Chairperson.

Section 6.14. The Deacons shall establish a procedure for giving each Deacon reasonable notice of Deacon meetings. The same notice of Deacon meetings shall be given to any Church member who has filed at the Church office a request in writing to be notified of Deacon meetings. All proceedings of regularly held Deacon meetings shall be recorded in official minutes, and published for Church member access.

Section 6.15. All Deacon meetings are open to the Church members.

Section 6.16. Deacons may be removed for cause by a majority vote of the Elder Council, or by a majority vote of members present at a Church-wide meeting called under the guidelines for special meetings.

Section 6.17. Except as otherwise specified herein, at all meetings of the Deacons a majority of the number of Deacons, then acting hereunder, shall constitute a quorum for the transaction of business and the act of a majority of the Deacons present in person at a meeting at which a quorum is present shall be the act of the Deacons. During emergencies a quorum may be obtained by a telephone poll of Deacons.

Section 6.18. Any action that may be taken at a meeting of the Deacons may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by a majority of members of the Deacons then acting hereunder.

Article VII: Amendments

Section 7.01. These By‑Laws may be proposed to be amended by the Elder Council, subject to subsequent approval by a majority of the Church members present at a duly-called meeting of the members, and provided that notice of the intention to amend the By‑Laws shall be given to each Elder at least four (4) days before the Elder meeting if by mail, or at least seventy‑two (72) hours before the Elder meeting if given in person or by telephone. Notwithstanding the foregoing, notice may be waived and the By-Laws proposed to be amended pursuant to the procedure of Section 4.21, subject to subsequent approval by a majority of the Church members present at a duly-called meeting of the members. Alternatively, without Elder Council recommendation or approval, these Bylaws may be amended by a two-thirds majority vote of the Church members present at a duly-called special meeting of the members.