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CONSTITUTION AND BY-LAWS OF THE CHURCH OF GOD SOUTHERN MISSOURI

PREAMBLE

WHEREAS, Jesus Christ commissioned His church, "Go ye into all the world and preach the gospel to every creature" (Mark 16:15), and said, "Go ye therefore, and teach [make disciples of] all nations, baptizing them in the name of the Father, and of the Son, and of the Holy Spirit: Teaching them to observe all things whatsoever I have commanded you" (Matthew 28:18-20), and

WHEREAS Jesus Christ commanded Peter, "Feed my sheep" (John 21:16,17), and whereas Jesus Christ said, "I will build My church" (Matthew 16:18), of which He was to remain the Perpetual, Living, Spiritual Head (Ephesians 1:22), and whereas Christ inspired the Apostle Paul to write, "And He gave some, apostles; and some, prophets; and some, evangelists; and some, pastors and teachers; For the perfecting of the saints, for the work of the ministry, for the edifying of the body of Christ ... " (Ephesians 4:11,12), and

WHEREAS, Jesus Christ promised He would never leave nor forsake His church (Matthew 28:20),

COVENANT

We, therefore, proclaim that we are members of the spiritual organism that is the body of Christ, the church, and do hereby dedicate ourselves to fulfilling the task of fulfilling the GREAT COMMISSION Jesus Christ placed upon His church; a two-part commission which includes preaching the gospel of the kingdom of God to the world as a witness and caring for the flock of Christ, "... Till we all come in the unity of the faith, and of the knowledge of the Son of God, unto a perfect man, unto the measure of the stature of the fulness of Christ;" (Ephesians 4:13), and proclaim that we will strive to live according to every word of God (Matthew 4:4), being examples to our brethren in the church and our fellow citizens in the world of whatever race, color, creed, faith, or political persuasion; being "subject to the powers that be" in our lands insofar as the laws of human governments do not conflict with the Divinely-revealed laws of God (Acts 5:29); that we will earnestly strive to maintain the "faith once delivered to the Saints" (Jude 3), and that we will, insofar as we are humanly capable, obey God's commands that we "...grieve not the Holy Spirit of God, whereby [we] are sealed unto the day of redemption [and that we shall] let all bitterness, and wrath, and anger, and clamor, and evil speaking, be put away from [among us], with all malice: and [that we will be] kind one to another, tenderhearted, forgiving one another, even as God for Christ's sake has forgiven [us]" (Ephesians 4:30-32). We do further covenant with God and with each other that, in obedience to the example and commands of our Lord and Savior Jesus Christ, we humbly accept, as a primary prerequisite to become and remain a member of the body of Christ, the church, that we must always be prepared to forgive one another, even as God has forgiven each one of us.

ARTICLE I

This church, an association, and a non-profit organization, shall be known as THE CHURCH OF GOD SOUTHERN MISSOURI.

ARTICLE II

The primary mission of this church shall be to fulfill the two-part commission of Christ given to His apostles, and incumbent upon every generation of His church, to preach the good news of the coming Kingdom of God to all the world as a witness, and to "feed the flock of God ... taking [accepting] the oversight thereof, not by constraint [compulsion], but willingly; not for filthy lucre, but of a ready mind; Neither as being lords over God's heritage, but being examples to the flock" (I Peter 5:2,3). FURTHER, the mission of this church shall be:

(1) To ordain qualified ministers and servants in the church according to the Divinely-revealed pattern for the purpose of furthering the primary purpose of the church; i.e., to feed the flock of God as stated in ARTICLE II, and in the PREAMBLE and COVENANT.

(2) The CHURCH OF GOD SOUTHERN MISSOURI recognizes that there are many different functions within the ministry (servants) of the church, including, but not limited to, prophets, evangelists, pastors and teachers, "helps, governments," deacons and deaconesses. Further, the church is cognizant of its Christ-ordained powers of "binding and loosing" within the confines of Holy Writ, and declares that the expression "helps, governments" allows the ministry of the church to "ordain" or "appoint" those who are qualified to serve the brethren in any capacity deemed necessary in order to fulfil the mission of the church.

(3) The CHURCH OF GOD SOUTHERN MISSOURI hereby adopts as its doctrines the whole word of God, both the Old and New Testaments.

(4) The church will establish and maintain such organizations for the youth of the church as expedient and required, such as Sabbath schools, field trips, sports and/or arts and crafts competitions, and strive to provide for the youth of the church as many programs and activities as are possible within the church's financial and physical means.

ARTICLE III

THE CHURCH OF GOD SOUTHERN MISSOURI declares that it is an "open arms, open door" church. Any person, regardless of nationality, race, color, creed, religious or political persuasion, is welcome to fellowship with the CHURCH OF GOD SOUTHERN MISSOURI at any of its regular worship services, Bible studies, annual festivals or other church occasions, so long as all such persons refrain from espousing, preaching, teaching, handing out tapes, literature, or materials of any kind which set forth anything contrary to the doctrines and practices of the CHURCH OF GOD SOUTHERN MISSOURI, and so long as such fellowship remains passive, worshipful, cooperative and cordial. The CGSM has no prohibitions regarding who may attend its worship services, recognizing the need of those of all nations, deceived of Satan (Revelation 12:9), following the way of this present world and the "works of the flesh" (Galatians 5:19-21) to hear the truth of the gospel of the Kingdom of God, and the way of salvation preached by Jesus Christ.

ARTICLE IV

EVANGELISM:

The CHURCH OF GOD SOUTHERN MISSOURI, as expressed in the COVENANT, is established for the purpose of fulfilling the Great Commission of Jesus Christ; that of preaching the gospel to every person, and baptizing those who believe, with special emphasis on the second part of Christ's Great Commission: that of feeding the flock. The CGSM fully accepts the responsibility of each of its members to be a "light to the world," like a "beacon on a hill" which "cannot be hid", and accepts that each minister or lay member should always " ... sanctify the Lord God in [our] hearts: and be ready always to give an answer to every man that asketh you a reason of the hope that is in you with meekness and fear, Having a good conscience; that, whereas they speak evil of you, as of evildoers, they may be ashamed that falsely accuse your good conduct in Christ" (I Peter 3:15,16). Further, the church recognizes the responsibility of each lay member to live his or her life as a witness and an example to the world; to engage in personal evangelism through prayer, through personal example, and through participating actively through the local church in helping support evangelistic campaigns, Bible studies, lectures, seminars, or church social events to which the general public is invited.

ARTICLE V

THE CHURCH OF GOD SOUTHERN MISSOURI recognizes the absolute sovereignty of each individual, and the deeply PERSONAL nature of the relationship of each individual lay member to Jesus Christ, Who is the Living Head of the church. All members are in VOLUNTARY association with the church and its ministry.

ARTICLE VI

MEMBERSHIP and BASIS FOR FELLOWSHIP: Since Jesus Christ said, "No man can come unto Me, except the Father which hath sent Me draw him" (John 6:44), and since each member is "added to the church" following repentance, water baptism, and the laying on of hands (Acts 2:38; Romans 6; Acts 19:3-6), it is recognized that each member of the church is drawn by the Spirit of God, personally convicted by the Holy Spirit of God, and is then joined to the spiritual body of Christ through the rite of baptism and the laying on of hands by Christ's ministers and servants who are authorized to perform baptismal rites. Thus, at the instant of begettal by the Holy Spirit, (I Corinthians 12:13), a "new creature in Christ" is begotten (II Corinthians 5:17), and is automatically a "member" of Christ's body, which is the church. THEREFORE, the CHURCH OF GOD SOUTHERN MISSOURI rejects traditional concepts of "joining" the church through application, required periods of indoctrination or study, placing one's "letter" in the church, or any other method requiring documentation, and accepts as members those who declare their membership and affiliation, whether from a previous baptism and church association, or as a result of having been baptized by an authorized representative of the CHURCH OF GOD SOUTHERN MISSOURI, or by voluntary association and attendance.

The most important criterion for fellowship is the spirit of forgiveness and tolerance; an absence of judging or condemning others, and a willingness to be obedient to Christ's instructions in Matthew 18 of going to one's brother (or sister) in the case of any conflicts and resolving the issue in dispute. Fellowship with the church may not be denied because of "personal problems" in one's private life such as a smoking habit. Rather, it is the belief that all such persons need the buttressing of church worship services and fellowship with brethren of like mind who are themselves striving to live a life of overcoming Satan's wiles, their own human natures, and the world around them.

ARTICLE VII

RELATIONSHIP WITH OTHER CHURCHES: The CHURCH OF GOD SOUTHERN MISSOURI is an "open arms, open door" church. Therefore, it welcomes cooperation with any other church body, insofar as such body desires. The COGSM specifically welcomes the ministry and membership who are Sabbath-keepers, and who recognize their need to attend the annual Holy Days of the church, including the "Feast of Tabernacles" in the Autumn. The church will not allow guest speakers from any other churches who espouse doctrines or concepts not held by the COGSM, or who engage in proselyting on behalf of any other groups.

ARTICLE VIII

DISFELLOWSHIPMENT: The CHURCH OF GOD SOUTHERN MISSOURI rejects the traditional concept of "excommunication" or "marking" as practiced by various religious hierarchies. Instead, the church accepts the admonition of Jesus Christ, "... if thy brother shall trespass against thee, go and tell him his fault between thee and him alone: if he shall hear thee, thou has gained thy brother. But if he will not hear thee, then take with thee one or two more that in the mouth of two or three witnesses every word may be established. And if he shall neglect to hear them, tell it unto the church; but if he neglects to hear the church, let him be unto thee as a heathen man and a publican" (Matthew 18:15-17). Further, the COGSM accepts the admonition of Paul, "Now I beseech you, brethren, mark [take note of] them which cause divisions and offences contrary to the doctrine which ye have learned; and avoid them" (Romans 16:17). Paul wrote to the lay membership, thus placing the responsibility for avoiding heretics or unruly persons on the shoulders of the individual. Each minister is charged with the responsibility of keeping peace and may, as required, deny fellowship to any person who is disorderly or contentious, or who attempts to espouse contrary doctrines or practices. The ministry of the church shall adhere to Paul's instructions to Timothy, "If any man teach otherwise, and consent not to wholesome words, even the words of our Lord Jesus Christ, and to the doctrine which is according to godliness: "He is proud, knowing nothing, but doting about questions and strifes of words, whereof cometh envy, strife, railings, evil surmisings, "Perverse disputings of men of corrupt minds, and destitute of the truth, supposing that gain is godliness: from such withdraw thyself" (I Timothy 6:3-5). The church urges each lay member to obey God's word which commands us, "Brethren, if a man be overtaken in a fault, YE WHICH ARE SPIRITUAL, restore such an one in the spirit of meekness, considering thyself, lest thou also be tempted (Galatians 6:1).

ARTICLE IX

BOARD OF DIRECTORS:

Section One: Limitations of Power

A. The Board of Directors accepts as its fiduciary responsibility the sacred trust of guarding, preserving and maintaining the spiritual, philosophical and ideological underpinnings of the church, i.e., the goals, missions and purposes of the church.

B. The Board of Directors further accepts as its secondary fiduciary responsibility to hold in trust any physical assets of the church.

C. The powers of the Board do not extend to the private lives or worship of its membership, except that the Board retains the power to revoke the credentials of any minister who refuses to support the stated goals and mission of the church, causes division or dissension among the brethren, or who abandons the doctrines of the church.

D. It is recognized that the CHURCH OF GOD SOUTHERN MISSOURI does not represent the body of Jesus Christ in its entirety, but is a body of believers from that larger body who have associated themselves together to accomplish a specific mission as set forth in this constitution and in these by-laws.

E. The Board of Directors shall never appoint a "Council of ministers" or any other committee of any kind to which it delegates control over the board.

F. The Board of Directors shall consider all ordained ministers of the church to be fully qualified to assess and appraise the spiritual qualifications of those among them.

Section Two: CHAIRMAN:

A. The Chairman shall preside over all regular and special meetings of the Board, and shall also serve as the President, Pastor and Chief Executive Officer of the Church.

B. The Chairman shall approve and perform all ordinations.

C. The Chairman shall perform, as his primary duty toward the church, the faithful preaching of the doctrines of the church at all worship services or public bible studies, and through booklets, articles, newsletters or literature of any description, and through electronic media of any description, including the Worldwide Web, E-Mail, and video and audio-taped sermons.

D. In the event of the death of the Chairman, the Vice-Chairman shall become the Chairman and appoint a member to take his place on the board.

Section Three: DUTIES OF Board Members:

A. The Chairman shall preside over all regular and special meetings of the Board.

B. The Vice-Chairman shall preside over all meetings of the Board in the event of the absence of the Chairman, or in the event of illness, disability, or death.

C. A Secretary shall keep all minutes of Board meetings.

Section Four: COMPOSITION OF THE BOARD

A. The Board of Directors shall consist of a minimum of three (3) and a maximum of five (5) officers.

B. The officers of the Board of Directors shall consist of the Chairman, a Vice Chairman and a Secretary.

Section Five: SELECTION OF BOARD MEMBERS

A. Membership on the board is appointed by the Chairman.

B. No person may be considered for membership on the Board who has not been a member of the church for at least three (3) years, and who has been in regular attendance at church worship services and annual Holy Days.

C. No person may be considered for membership on the Board who is not willing to support the goals, mission, and doctrines of the CHURCH OF GOD SOUTHERN MISSOURI without reservation.

Section Six: Board Meetings

A. The Board shall be required to meet at least once annually.

B. The Chairman may call special meetings as required.

C. Any member of the Board may request a meeting of the Board at any time, in writing, and the Board shall acknowledge such request and schedule a meeting within one week or other reasonable period of time from the receipt of such request.

Section Seven: TERMINATION OF DIRECTORSHIP

A. Each member of the Board shall be appointed to serve for a term of Two (2) years.

B. A Director may be removed by default if he or she fails to attend annual board meetings except in the case of reasons of health, accident, family illness or other emergency.

Section Eight: BOARD BUSINESS

A. Each annual meeting of the Board shall be for the purpose of assessing the spiritual condition, growth, and activities of the church, receiving the annual financial report, and assessing future plans. It is acknowledged that the Board is not an executive body; that the President is the Chief Executive Officer, and shall manage the day to day business of the church, and that the Board shall not "micro-manage" the church.

B. The Chairman shall present to the Board an annual "State of the Church" report, including but not limited to the spiritual well-being and physical growth of the church; and any other relevant appraisal of the progress of the church during the past year.

C. The Chairman shall present to the Board projections for future growth, adoption of any church programs including Sabbath Schools, youth programs or activities that promote the stated mission and goals of the church.

ARTICLE X

ORGANIZATION OF CHURCH SERVICES:

A. Worship services shall consist of a song service (optional, if no piano or music, or no qualified song leader), opening prayer, announcements, a short sermonette (optional; not to exceed twelve minutes), another congregational hymn, and followed by a sermon or split sermons, closing hymn and prayer.

B. The CHURCH OF GOD SOUTHERN MISSOURI, adhering to Holy Writ, expressly forbids women to preach, or speak to the church during worship services, except that women can speak during seminars or conferences when scheduled, or can teach other women and children as permitted by scripture.

ARTICLE XI

RESPONSIBILITIES OF PASTOR

A. Responsible for the spiritual well-being and doctrinal faithfulness of THE CHURCH OF GOD SOUTHERN MISSOURI

B. Responsible as an organizer, counselor, teacher, spiritual example and friend.

C. Responsible for putting in place church development programs, such as developing local church mailing lists, conducting leadership seminars, establishing speaking clubs, ladies' clubs, youth clubs and activities, approving those who are capable of being song leaders, appointing or approving those who are authorized to deliver sermonettes, and approving any others whom he may deem qualified to assume positions of leadership in the church.

D. Responsible for seeking out, working with and developing potential teachers and speakers. As Paul instructed Timothy to "ordain elders in every church", so the pastor shall determine the qualifications of men who can be ordained as elders or deacons, and may also ordain deaconesses.

E. Responsible for preserving and maintaining the "faith once delivered to the Saints", and dealing with any aberrations in doctrine, divisions or dissensions bearing in mind what Paul commanded Timothy, "Preach the word: be instant [keep at it] in season, out of season: reprove, rebuke, exhort with all longsuffering [patience] and doctrine. For the time will come when they shall heap to themselves teachers, having itching ears, and they shall turn away from the truth, and shall be turned unto fables" (I Timothy 4:2-4).

F. Responsible for maintaining careful financial records (he may wish to appoint his wife, an assistant pastor, a deacon, or responsible lay member to assist him) so that brethren can receive full benefit allowed by the Internal Revenue Service under Tax Code 501(c)3 for deduction of charitable contributions to the church.

G. Responsible for faithful attendance at the Church's annual "Feast of Tabernacles", and encouraging all those in his area to do so. Responsible for programs to assist the poor and elderly to attend the feast, and responsible for helping to search out and locate potential feast sites for the future.

ARTICLE XII

AMENDMENTS:

A. This CONSTITUTION and these BY-LAWS of the CHURCH OF GOD SOUTHERN MISSOURI may not be amended except at a meeting of the full Board of Directors, and only after any proposed amendment has been submitted to the Board in writing.

B. Adoption of constitutional amendments shall only occur upon a unanimous vote by all members of the Board.

ARTICLE XII

This association is a non-profit church, and is not formed for the pecuniary gain or profit of its Directors, Officers, Ministers or Members. No dividend shall be paid and no part of the income of this church shall be distributed to its Directors or Officers, Ministers, Members, or Associates. No bonuses shall be paid to any Director, Officer, Minister or Member, and no Officer, Minister, Member may borrow from the church at any time.

ARTICLE XIII

DISSOLUTION: In the event of dissolution of this church, after all debts and obligations are satisfied, no portion of the assets or financial instruments of any kind shall accrue to the personal benefit of any Director, Officer, Minister, or Member. In the event of dissolution, any assets or financial instruments shall be transferred to such Church, Evangelistic Association, Religious Organization or Charity as shall be determined by the Board, so long as such body is a non-profit organization with identical or similar goal and purposes, and so long as such Church, Evangelistic Association, Religious Organization or Charity has been approved as a Tax-Exempt organization under appropriate Federal (Internal Revenue) Statutes and State Law.