ARTICLE I. PURPOSE

This corporation is organized in order to conduct and carry on the work of a church, being exclusively educational, charitable and religious. It is expressly understood and agreed by the founders and members that the corporation is organized and is to be operated exclusively for religious, charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986. Notwithstanding any other provisions of these By-Laws or of the Articles of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

ARTICLE II. OFFICES

The principal office of the corporation shall be located at 125 Sunset in the City of Dallas, County of Dallas, Texas.

ARTICLE III. MEMBERSHIP

Section 1. General. This is a sovereign and democratic Baptist church under the Lordship of Jesus Christ, which regularly meets as Cliff Temple Baptist Church (the “Church”). The membership retains unto itself the exclusive right to self-government in all phases of the spiritual and temporal life of this Church. The membership reserves the right to determine who shall be members of this Church and the conditions of such membership. Notwithstanding anything to the contrary herein, any member may in his or her role as a member make any proposal at any regular business meeting and may speak for or against any proposal. Each member is encouraged to participate in the business meetings of the Church.

Section 2. Candidacy. Any person may offer himself or herself as a candidate for membership in this Church. All such candidates shall be presented to the Church at any regular Church service for membership in any of the following ways: 1. By public profession of personal faith in Jesus Christ as Saviour and Lord and baptism by immersion. 2. By letter or promise of letter of recommendation from another Baptist church. 3. By statement of prior conversion experience and baptism by immersion, giving satisfactory evidence that the candidates are of our faith and order. Candidates for membership will be accepted by a vote of the majority of the members present, who shall constitute a quorum, at any scheduled Church worship meeting or any regular or special Church business meeting.

Section 3.New Member Orientation. New members will be expected to participate in the Church’s new member orientation plan.

Section 4. Voting Rights of Members. Every member of the Church is entitled to one vote and is entitled to cast his or her vote on all questions submitted to the Church provided the member is present.

Section 5. Termination of Membership. Membership may be terminated in any one of the following ways: (1) death, (2) transfer to another Baptist church, (3) personal request of member, or (4) exclusion by vote of the Church.

Section 6. Discipline. It shall be the basic purpose of the Church to emphasize to its members that every reasonable measure will be taken to assist any troubled member. The Pastor, other members of the Church staff, and Deacons shall be available for counsel and guidance. Redemption rather than punishment shall be the guideline which governs the attitude of one member toward another.

Section 7. Watchcare. Christians who desire to associate with Cliff Temple Baptist Church and yet retain membership in their own church may affiliate themselves with the Church under its program of Watchcare. Upon recognition by the Church, they may fully participate in the Church’s life and activities except for voting in business meetings of the Church.

ARTICLE IV. MEETING OF MEMBERS

Section 1. Regular Business Meetings. Regular business meetings shall be held on the Church premises not less than quarterly upon notice to the membership. The Chair of the Deacons shall preside at all business meetings.

Section 2. Special Business Meetings. A special meeting may be called to consider matters of a significant nature to be held on the Church premises if announced in advance at any scheduled church worship meeting. Such meetings cannot be held on the same day in which notice of the meeting is given to the membership. Special business meetings may also be called through a written notice mailed or e-mailed to the membership. The Pastor, Chair of Deacons, any 25 Deacons or a majority of the members in attendance at a service may call a special business meeting.

Section 3. Quorum. A quorum consists of those members who are in attendance at a business meeting. A majority vote of the members present shall constitute the vote of the Church unless otherwise required in these By-Laws.

Section 4. Parliamentary Rules. Robert’s Rules of Order, Revised, is the authority for parliamentary rules of procedure for all business meetings of the Church.

Section 5. Notices to Membership. Notices to the membership shall be sufficient if they state the time and place of the meeting, provide a statement as to the purpose of the meeting and are mailed or e-mailed to the membership of the Church at least 10 days prior to such meeting. Attendance by a member at any meeting shall constitute a waiver of notice of such meeting.

Section 6. The affairs of the corporation shall be managed by the members.

ARTICLE V. THE DEACONS

Section 1. It shall be the duty of the Deacons to act as a ministry team of the fellowship of the Church, and to cooperate with and assist the Pastor and staff in the promotion of all interests of the Church. The Deacons shall be nominated by the Deacon Nominating Committee appointed by the then serving Chair and the Pastor and shall be elected by the members of the Church.

Section 2. The Deacons shall serve in one of the following Deacon classifications beginning on September 1 of each year:

2.1 Active Deacons are those Deacons who have shown, over the past year, an active interest in Deacon and Church activities and remain committed to active service for the Church.

2.2 Senior Deacons are those Deacons 65 years of age or older and who have been a deacon for at least 25 years at Cliff Temple Baptist Church.

2.3 Emeritus Deacons are those Deacons who have served faithfully and well and have retired from active service with honor.

2.4 Reserve Deacons are those Deacons who have requested to be removed from active service as well as those Deacons who have lettered into the Church. A Deacon may remain in the Reserve Deacon classification for a period not to exceed two consecutive years. A Deacon not returning to active service at the end of two consecutive years will be placed in the Inactive Deacon classification.

2.5 Inactive Deacons are those Deacons who have shown, or indicated by their own actions, that they cannot serve on an active basis. Once a Deacon is placed in the Inactive classification they will not be considered for active service until the Deacon makes a request through the Deacon Nominating Committee.

Section 3. Voting members of the Deacon Body shall be Active Deacons, Senior Deacons, and Emeritus Deacons.

Section 4. The Deacon Nominating Committee shall be responsible for conducting an annual evaluation to determine the proper classification of all Deacons. The annual classification of Deacons shall be approved by the members of the Church.

Section 5. The Deacons will recommend annually for one-year terms a Chair, a Vice-Chair, and a Vice-Chair/Secretary. A Deacon Officers Nominating Committee shall be appointed by the Pastor and the then serving Chair for the purpose of recommending to the Deacons a slate of Deacon Officers subject to the approval of the Church in the same manner committee members are presented for approval by the Nominating Committee.

Section 6. The Deacons shall meet regularly on any day of each month as selected and announced in advance by the Chair. Special meetings of the Deacons shall be at such other times as the Chair may announce at a regularly scheduled service of the members of the Church or at such other times as any 25 Deacons may call a special meeting.

Section 1. The officers of the corporation shall be the duly elected Trustees, comprised of a Chair of the Trustees who is the Chair of the Deacons, the Finance Committee Chair, and the immediate past three Deacon Chairs who are still members of Cliff Temple Baptist Church, one of whom shall serve as Secretary.

Section 2. The officers of the corporation shall be elected annually by the members at the regular annual meeting of the Church. The regular annual meeting of the Church shall be held in the month of May. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and accepted said position.

Section 3. Any officer elected or appointed by the Church may be removed by the Church whenever, in its judgment, the best interests of the corporation would be served thereby.

Section 4. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Church for the unexpired portion of the term.

Section 5. The Chair of the Deacons shall serve as the Chair of the Trustees, which shall be the principal executive officer of the corporation. He may sign, with the Secretary of the Trustees or any other proper officer of the corporation authorized by the Church, any deeds, mortgages, bonds, contracts, or other instruments which the Church has authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the Church or these By-Laws or by statute to some other officer or agent of the corporation; and in general he shall perform all duties incident to the office of Chair and such other duties as may be prescribed by the Church from time to time.

Section 6. In the absence of the Chair or in the event of his inability or refusal to act, a Vice-Chair shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. Any Vice-Chair shall perform such other duties as from time to time may be assigned to him by the Chair or by the Church.

Section 7. The Church Administrator shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these By-Laws; and in general perform all the duties incident to the office of Church Administrator and such other duties as from time to time may be assigned to him by the Chair or by the Church.

Section 8. The Secretary shall keep the minutes of the meetings of the corporation and any committees of the Church in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post office address of each member; and in general perform all duties incident to the office of Secretary and such other duties from time to time as may be assigned to him by the Chair or by the Church.

Section 9. These corporate officers shall have no power to buy, sell, mortgage, lease or transfer any real property without a specific vote of the Church members authorizing such action. It shall be the function of the corporate officers to affix their signatures to legal documents involving the sale, mortgage, purchase or rental of property or other legal documents where the signature of corporate officers is required. The signature of two corporate officers to any herein referred legal document shall be required.

ARTICLE VII. COMMITTEES

Section 1. The current Nominating Committee shall annually recommend to the church a Nominating Committee. Its purpose will be to recommend from the members of the Church those members who are to serve on each committee of the Church and the six at-large members of the Leadership Team, other than the Deacon Officer positions which are based on the recommendation made by the Deacons as provided in Article V, Section 5.

Section 2. The Church shall select standing committees to aid in the purpose of the Church. The committees shall include, but not be limited to, Finance, Personnel, Properties, and Scholarship. The membership on such committees shall be approved by the Church after recommendation by the Nominating Committee at each annual Church meeting. The Chair of the Deacons and the Pastor shall serve ex-officio on all committees.

Section 3. The church shall establish a Leadership Team to focus its efforts on the Church’s Mission and Core Values. This Leadership Team shall be comprised of the Pastor, Deacon Chair, Finance Committee Chair, Personnel Committee Chair, Properties Committee Chair, Mission:Oak Cliff Board Chair (if Cliff Temple member; if not, the Mission:Oak Cliff Board will be asked to designate the representative to the Leadership Team from the Cliff Temple representatives), one ministerial staff member selected by the Pastor, and six at-large members elected by the church. Other ministerial staff members shall serve on the Leadership Team without a vote.

Section 4. All action of all committees shall be advisory in nature, and any final action shall be by the Church.

Section 5. Vacancies in the membership of any committee may be filled after recommendation and approval in the same manner as provided herein.

Section 6. A majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

ARTICLE VIII. CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. The Church shall authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances, unless otherwise provided within these By-Laws.

Section 2. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Church. In the absence of such determination by the Church, such instruments shall be signed by the Secretary and countersigned by the Chair.

Section 3. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the church may select.

Section 4. The Church may accept on behalf of the corporation any contribution, gift, bequest or device for the purpose of the corporation as stated in Article I.

ARTICLE IX. USE AND DISPOSITION OF EARNINGS, DUES AND FUNDS

Section 1. No part of the net earnings, dues or funds of the corporation, and no part of any contribution, gift, bequest or devise received by the corporation shall inure to the benefit of or be distributable to its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I of these By-Laws.

Section 2. Upon the dissolution of the corporation, the Church shall, after paying or making provision for the payment of all liabilities of the corporation, dispose of all of the assets of the corporation to such organization or organizations organized and operated exclusively for charitable, education or religious purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Church shall determine.

ARTICLE X. BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Deacons and committees and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

ARTICLE XI. FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XII. SEAL

The Church shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation.

ARTICLE XIII. WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIV. AMENDMENTS TO BY-LAWS

Changes in these By-laws may be made at any regular business meeting, provided that each amendment shall have been presented in writing at the previous regular business meeting. Copies of each of the proposed amendments must be provided for each member present at both meetings. Amendments must be approved by a two-thirds majority of the members present.