Bylaws

Article 1 – Place of Worship

Section 1 – Principal Place of Worship

The principal place of worship of GRACE BIBLE CHURCH (Religious Corporation) shall be at S. Canal Road and I-496, Lansing, Michigan 48911

Section 2 – Other Places of Worship

The Religious Corporation may also have a place or places of worship as the purposes of the Religious Corporation may require, and the Board of Deacons from time to time to appoint.

Article 2 – Members

Section 1 – Annual Meeting

The annual meeting of the Members of the Religious Corporation shall be held on a day duly designated by the Board of Deacons for the purpose of electing Deacons to succeed those whose terms shall have expired as of the date of such annual meeting, and for the transaction of such other corporate business as may come before the meeting.

Section 2 – Special Meetings

Special meetings of the Members may be called at any time for any purpose or purposes by a majority of the Board of Deacons.

Section 3 – Place of Holding Meetings

All meetings of Members shall be held at the principal place of worship or elsewhere in the United States as designated by the Board of Deacons.

Section 4 – Notice of Meetings

Written notice in the Church bulletin of such meeting of the Members shall be made at least ten (10) days before such meeting. Each such notice shall state the place, day and hour at which the meeting is to be held and, in the case of any special meeting, shall state briefly the purpose or purposes thereof. Notice of the meetings may be provided at a service or may be posted in the main foyer of the church .

Section 5 – Quorum

A quorum shall be defined as the presence in person or by proxy of a number equal to 75% of the average attendance for Wednesday services over the sixty day period previous to the meeting. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the Members present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.

Section 6 – Conduct of Meetings

Meetings of the Members shall be presided over by the Senior Pastor or, if the Senior Pastor is not present, by the Chairman of the Board of Deacons or, if the Chairman of the Board of Deacons is not present, by a Deacon elected by a majority of the Deacons present or, if none of said Deacons is present, by a chairman to be elected at the meeting. The Church Clerk shall act as Secretary at all meetings to record all proceedings in the Record Book or, if the Church Clerk is not present, the presiding Chairman shall appoint a person to serve in the place of the Church Clerk at that meeting.

Section 7 – Voting

At all meetings of Members, every Member entitled to vote thereat shall have one (1) vote. Such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such Member or his duly authorized attorney, bearing a date not more than one (1) month prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be dated, but need not be sealed, witnessed, or acknowledged. All elections shall be had and all questions shall be decided by a two-thirds majority of the votes cast at a duly constituted meeting except where otherwise stated in the Constitution or Bylaws. If the chairman of the meeting shall so determine, a vote by ballot may be taken upon any election or matter, and the vote shall be so taken upon the request of ten percent (10%) of all of the Members entitled to vote on such election or matter. In either of such events, the proxies and ballots shall be received and be taken in charge and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the Deacons present.

Section 8 – Identity of Members

The Members of the Religious Corporation shall be those persons qualified as such under the terms and conditions established by the Constitution.

Section 9 – Eligibility of Voters

In order to qualify for voting, an individual must have an “Active in Good Standing” membership status as stated in the Constitution and be at least eighteen (18) years of age. Any display of anger shall disqualify an individual from further rights at that meeting and shall subject that individual to the discipline ### Section of the Constitution.

Section 10 – Rules of Order

“Roberts Rules of Order” shall govern procedure when it is not in conflict with the Constitution and these Bylaws.

Article 3 – Board of Deacons

Section 1 – General Powers

The property and business of the Religious Corporation shall be managed under the direction of the Board of Deacons of the Religious Corporation, who shall exercise all powers permitted under the Michigan Business Corporation Act and the Constitution.

The Board of Deacons may, from time to time, appoint or employ such persons in such capacities as the Board may consider necessary to assist in the proper conduct of the activities and management of the Religious Corporation. The terms and conditions of any such appointment shall be at the discretion of the Board as provided by the Constitution or by these Bylaws. The Board of Deacons shall determine the moderator of the Deacons meetings.

Section 2. The Number of Deacons

The number of deacons shall be not less than three and not more than ten.

Section 3 – Election of Deacons and Trustees

At least thirty (30) days prior to the Annual Meeting of the Members of the Religious Corporation, the Board of Deacons shall decide upon a slate for nomination of Deacons to fill the expired terms of existing Deacons. At least ten (10) days before the Annual Meeting the Senior Pastor or presiding chairman shall apprize the Members of the Religious Corporation of said slate or slates. The deacons shall elect from their number trustees at such times as the need arises. See Constitution, ## Article VIII, ### Section 7.

The Senior Pastor shall, in any event, be a Member of the Board of Deacons of the Religious Corporation. The Board of Deacons shall thereafter present the said slate or slates of nominees to the Members of the Religious Corporation for election at the Annual Meeting.

Section 4 – Senior Minister

The Senior Pastor shall act as the Pastor for all purposes under the Constitution, these Bylaws ,and such other actions as may be adopted by the Board of Deacons.

Section 5 – Filling of Vacancies

In the case of any vacancy in the Board of Deacons through death, resignation, disqualification, removal, or other cause, the remaining Deacons, by affirmative vote of the majority thereof , may nominate for congregational vote a successor to hold office for the unexpired portion of the term of the Deacon whose place shall be vacant, and until the election of his successor or until he shall be removed prior thereto. Similarly, and in the event of the number of Deacons being increased as provided in these Bylaws, the additional Deacons so provided for shall be nominated by a majority of the entire Board of Deacons already in office and presented to the congregation for vote and shall serve until the next Annual Meeting of Members. Any Deacon may be removed from office by the affirmative vote of a majority of the Members entitled to vote at any special meeting of Members called for the purpose of such removal.

Section 6 – Place of Meetings

The Board of Deacons may hold their meetings and have one or more offices, and keep the books of the Religious Corporation, either within or outside the State of Michigan, at such place or places as they may from time to time determine by resolution or by written consent of all the Deacons. The Board of Deacons may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Michigan Business Corporation Act.

Section 7 – Regular Meetings

Regular meetings of the Board of Deacons may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, Any business may be transacted at any regular meeting of the Board. At each meeting, minutes shall be kept in the Record Book by the Secretary of the Board of Deacons or someone appointed by the Chairman of the Board.

Section 8 – Special Meetings

A number equal to a quorum of Deacons (a majority) may call for a special meeting with each Member being properly notified. The Pastor and Chairman of Deacons may also jointly call for a special meeting. In either case, advance notice is to be given as soon as possible to the entire Board either by phone or in person. At each meeting, minutes shall be kept in the Record Book by the Secretary of the Board or by someone appointed by the Chairman of the Board.

Section 9 – Quorum

A majority of the whole number of Deacons shall constitute a quorum for the transaction of business at all meetings of the Board of Deacons, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time, and the act of majority of the Deacons present at any meeting at which there is a quorum shall be the act of the Board of Deacons except as may be otherwise specifically provided by law or by the Constitution or by these Bylaws.

Section 10 – Required Vote

An affirmative vote of majority of those present at all meetings of the Board of Deacons shall be necessary for the passage of any resolution.

Section 11 – Compensation of Deacons

Deacons shall not receive any stated salary for their services as such, but each Deacon may be entitled to receive from the Religious Corporation reimbursement of the expenses incurred by him in attending any regular or special meeting of the Board.

Section 12 – Nominating Committee

The Board of Deacons shall serve as Nominating Committee for the election of all officers of the church.

Section 13 – Committees

The Board of Deacons may, by resolution passed by a majority of the whole Board, designate one or more temporary committees which shall have and may exercise the powers given by the Board of Deacons. Deacons may also recommend standing committees to the Membership which shall elect such committees by majority vote of the Membership at the Annual Meeting.

Article 4 – Chairman of Board of Deacons

Section 1 – Election

A Chairman of the Board of Deacons shall be elected by a majority vote of the Deacons at the first meeting of the Board following each Annual Meeting.

Section 2 – Powers and Duties

The Chairman of the Board may sign and execute all authorized bonds, contracts or other obligations in the name of the Religious Corporation, and he shall be an ex officio member of all committees designated by the Board of Deacons. The Chairman of the Board shall appoint a substitute to record in the Record Book the proceedings of all meetings of the Board if the Secretary of the Board is absent. The Chairman of the Board shall cause the necessary notice to be given of meetings of the Board of Deacons.

Article 5 – Bank Account and Loans

Section 1 – Bank Accounts

Such agents of the Religious Corporation as from time to time shall be designated by the Board of Deacons shall have authority to deposit any funds of the Religious Corporation in such banks or trust companies as shall from time to time be designated by the Board of Deacons and such agents as from time to time shall be authorized by the Board of Deacons may withdraw any or all of the funds of the Religious Corporation so deposited in any such bank or trust company, upon checks, drafts, or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Religious Corporation, and made or signed by such agents; and each bank or trust company with which funds of the Religious Corporation are so deposited is authorized to accept, honor, cash, and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made ,or signed by such agents so designated by the Board of Deacons until written notice of the revocation of the authority of such officers or agents by the Board of Deacons shall have been received by such bank or trust company. There shall from time to time be certified to the banks or trust companies in which the funds of the Religious Corporation are deposited, the signature of the agents of the Religious Corporation so authorized to draw the same. In the event that the Board of Deacons shall fail to designate the persons by whom checks, drafts, and other instruments or orders for the payment of money shall be signed, as herein above provided in this Section, all such checks, drafts, and other instruments or order for the payment of money shall be signed by the Chairman of the Board and countersigned by the Pastor and one other Deacon.

Section 2 – Loans

Such agents of this Religious Corporation as from time to time shall be designated by the Board of Deacons shall have the authority to effect loans, advances, or other forms of credit at any time or times for the Religious Corporation from such banks, trust companies, institutions, corporations, firms, or persons as the Board of Deacons shall from time to time designate, and as security for repayment of such loans, advances, or other forms of credit to assign, transfer, endorse, and deliver, either originally or in addition or substitution, any or all stocks, bonds, rights and interests of any kind in or to stocks or bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, bills, and accounts receivable and other commercial paper and evidence of debt at any time held by the Religious Corporation; and for such loans, advances, or other forms of credit to make, execute, and deliver one or more notes, acceptances or written obligations of the Religious Corporation on such terms, and with such provisions as to the security or sale or disposition thereof as such agents shall deem proper; and also to sell to, or discount or re-discount with, such banks, trust companies, institutions, firms, or

persons any and all commercial paper, bills receivable, acceptances, and other instruments and evidences of debt at any time held by the Religious Corporation, and to that end to endorse, transfer, and deliver the same. There shall from time to time be certified to each bank, trust company, institution, corporation, firm or person so designated the signatures of the agents so authorized; and each such bank or trust company, institution, corporation, firm, or person is authorized to rely upon such certification until written notice of the revocation by the Board of Deacons or the authority of such agents shall be delivered to such bank, trust company, institution, corporation, firm, or person.

Article 6 – Miscellaneous Provisions

Section 1 – Fiscal Year

The fiscal year of the Religious Corporation shall end the last day of May.

Section 2 – Notices

Whenever, under the provisions of these Bylaws, notice is required to be given by mail to any Deacon or Member, it shall not be construed to mean personal notice, but unless otherwise specified in the Constitution or these Bylaws, such notice shall be given in writing, by United States first class mail, by depositing the same in a post office or letter box, postage prepaid, addressed to each Member, or Deacon at such address as appear in the records of the Religious Corporation or in default of any other address, to such Deacon or Member at the general post office in the City of Lansing, Michigan, and such notice shall be deemed to be given at the time the same shall be thus mailed. Any Member or Deacon may waive any notice required to be given under these Bylaws.

Article 7 – Amendments

The Board of Deacons may recommend to the congregation to amend, alter, or repeal these Bylaws or any provisions thereof, and may from time to time make recommendation of additional Bylaws in a manner not inconsistent with the Constitution.

Article 8 – Indemnification

Section 1 – Definitions

As used in this ## Article VIII, any word or words that are defined in Sections 561 566 of the Michigan Business Corporation Act; as amended from time to time, (the “Indemnification Section”) shall have the same meaning as provided in the Indemnification Section.

Section 2 – Indemnification of Directors and Officers

The Corporation shall indemnify and advance expense to a director or officer of the Corporation in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section.

Section 3 – Indemnification of Employees and Agents

With respect to an employee or agent, other than a director or officer of the Corporation, the Corporation may, as determined by the Board of Directors of the Corporation, indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.