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Bylaws of Threads Bylaws

DEFINITIONS

Church = Threads Church of Kalamazoo, MI

Board = duly elected members of the Threads Church Board of Directors

Participants = Members of Threads Church

Pastor = Lead Pastor

 

ARTICLE I - NAME, ORGANIZATION, AFFILIATION

  1. Organization

    1. This church shall be known as Threads Church, Inc. as per the original Articles of Incorporation with the State of Michigan.

  2. Name, Basis of Organization

    1. Threads Church, Inc.. was organized on September 28, 1998, under the requirements of 501c(3) of the United States Internal Revenue Service Code of 1954 and the State of Michigan Legislature’s Nonprofit Corporation Act 162 of 1982.

 

ARTICLE II - MEMBERS

  1. Rationale for Membership

  1. Healthy Christian spirituality is marked, in part, by a committed, faithful, 

engaged connection with a community of followers of Jesus Christ. Church membership is a means of affirming and formalizing the members’ commitment to the church, and to constructive participation within it.

  1. In keeping with the requirements of the 501 c(3) United States Internal Revenue Service Code of 1954 as an ecclesiastical nonprofit corporation in the state of Michigan, Threads Church Inc. is a corporation with members. This membership list will aid in conducting business in an orderly manner and to provide legal protection.
     

  2. An individual’s decision to be placed on the membership list should flow from their commitment to the church. The individual should remember that being on the membership list has no merit or value where spiritual maturity or growth is concerned. It is, however, a tool in helping the church function smoothly.

  1. Members shall not have voting rights.

  2. Process for Membership

  1. A prospective member will:

    1. complete the membership process provided by the church.

    2. indicate their intention to become a member (“Participant”) at Threads.

    3. agree to support the Vision, Mission, and Values of the church.

    4. agree to be bound by the provisions of these bylaws.

  2. Candidates for membership shall be accepted by the Lead Pastor.
     

  3. The membership list may be reviewed at any time by the Board of Directors to ensure that all members are in good standing and intend to continue their membership according to the provisions of these bylaws.

  1. Resignation of membership

  1. Any member may resign membership at any time by giving written notice to the Lead Pastor and/or the Board of Directors. 

  1. Forfeiture of Membership and Removal

  1. Members forfeit their membership who

    1. refuse to abide by or support the bylaws of the church, or

    2. disrupt or oppose the church, its activities or its mission.

    3. lengthy period of time of inactivity.

  1. If cause for removal from membership shall be found in any member:

    1. the Lead Pastor or the pastors’ designated representative shall attempt to communicate with the member privately in order to seek the appropriate resolution.

    2.  If this fails, the Board or its representatives shall seek to communicate with the member to achieve resolution. In the absence of resolution, the Board will consider removal from membership. 

    3.  If a member is in violation of section E.1 (a, b, or c) above, the member shall be removed by majority vote of the full Board of Directors, who will communicate with the member removed at their discretion. 

    4. Under the above circumstances, persons can only be removed from membership by a majority vote of the full Board. Decisions to remove a person from membership will be communicated to the individual and will be recorded in the minutes of the Board. Further communication to the Church regarding the removal of a member shall be made at the discretion of the Board.

  1. Advisory voting and membership meetings

  1. From time to time, the leadership of Threads Church may call for an advisory vote upon an issue being considered. The purpose of advisory voting is not to simply obtain a “majority-rules” consensus. Rather, all advisory voting undertaken within Threads Church is designed to show God’s leading within and through the membership.

  2. Unless specifically indicated within the Constitution, a two-thirds majority vote in favor of an issue shall signify to the church leadership that the community agrees that God is leading favorably in the decision on which the vote is being taken.

  3. Because voting is in an advisory capacity, a vote called for by Threads Church leadership among the membership is non-binding.

 

ARTICLE III - GOVERNMENT

  1. Board of Directors

  1. The Board of Directors shall be the governing body of the Church in respect to matters related to conduct of business affairs by the Church (e.g. including but not limited to budgets, compensation, employment, financial investment, buying or leasing of facility, maintenance, contract negotiation, etc. ) and any other matters specifically given to the Board in the Bylaws. 
     

  2. The Board of Directors shall provide prayer, advice, counsel, and support to the Lead Pastor regarding the life and the ministry of the Church. 
     

  3. Subject to limitation of the Articles of Incorporation, other sections of the Bylaws, and of Michigan law, all corporate powers of the corporation shall be exercised by or under the authority of the Board of Directors and the business and affairs of the corporation shall be controlled by the Board. 
     

  4. The Board of Directors shall have the following powers: 

    1. To select and remove all other officers and agents, and employees of the corporation, prescribe such powers and duties for them as may be consistent with the Articles of Incorporation and the Bylaws, and fix the compensation of employees. 

    2. To conduct, manage, and control the business affairs of the corporation, and to make rules and regulations consistent with the Articles of Incorporation, and the Bylaws. 

    3. To borrow money and incur indebtedness for the purpose of the corporation and for that purpose cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, or other evidence of debt and securities. 

    4. To conduct an annual performance review of the Lead Pastor.

    5. To fix the fiscal year of the corporation by resolution. 

    6. To resolve serious complaints within the scope of the Bylaws between parties within the Church when normal efforts to resolve the concern have failed. The Board shall serve as the final appeal within the Church for complaints. 

      1. Members wishing to bring a complaint must provide a written request to the Board President (or a Board member designated by the Board) stating the nature of the issue and efforts undertaken to resolve the concern.

      2. The Board will determine if there is a reasonable basis for the complaint, and that the underlying issue is weighty enough to justify Board action, and communicate this determination to the member bringing the complaint. 

      3. The Board will establish and execute a process for handling the complaint, which will be dependent on the nature of the specific complaint, and will communicate this process to the member bringing the complaint. 

      4. In the instance of a serious complaint involving sexual abuse, abuse of power, verbal or physical abuse of any kind by Threads staff or leadership, or by any volunteer in the context of Threads events or activities:
         

  1. The Pastor, Board President, or representative will report any potential criminal activity to the appropriate law enforcement agency in a prompt and timely manner.
     

  2. The Board of Directors will engage a third party, such as GRACE (https://www.netgrace.org/), to conduct an independent investigation. 
     

  3. The Board of Directors will seek to be as transparent as possible with the membership of Threads Church as regards the complaint, the investigation, and any recommendations made by a third party organization, while maintaining the confidentiality of any victim(s).
     

  4. The Board of Directors will abide by any recommendation made by the third party
    investigating organization. A two-thirds vote of the full Board must occur in order to reject any such recommendation, and rationale for any such rejection must be provided in writing to the church membership.
     

  5. It is incumbent upon the Board of Directors to assist any person who suffers abuse within the church in finding and receiving appropriate counseling and/or other care.

  1. A majority of Board members then in office constitutes a quorum for the transaction of any regular business at any meeting of the Board of Directors. Actions voted on by a majority of Board members present at a meeting where a quorum is present shall constitute authorized actions of the Boards. Actions submitted to an email vote by the Board chair and voted on by email and approved by a majority of all Board members then in office shall also constitute authorized actions of the Board. 

    1. The Chair of the Board or designee shall make an annual written report of the Church finances from the previous fiscal year. At any time during the fiscal year, any member of the Church may submit a written request to the Board for the most current budget report. 

  2. Board Members

    1. Qualifications for Board Members

      1. Members of the Board of Directors must be individuals who ascribe to the beliefs of the Christian faith, as articulated in the Nicene Creed.

      2. Members of the Board of Directors must be individuals who are recognized by the Church as demonstrating the fruit of the Spirit (Gal. 5:22-23).

      3. Members of the Board of Directors must be individuals who hold to high standards of ethical and moral conduct.

      4. Members of the Board of Directors must be individuals who demonstrate goodwill and a desire to further the flourishing of the Church through the power of the Holy Spirit.

      5. Board members shall be members of Threads Church.
         

    2. Structure of the Board of Directors

      1. The Board shall consist of a minimum of five members, in addition to the Lead Pastor.

      2. The Lead Pastor (and all pastoral staff) shall be an ex officio (non-voting) member of the Board.

      3. No one gender will comprise more than 60% of voting Board Members.

      4. A majority of the Board must not be employed by the Church, and the ratio of lay members to paid staff members must be 2:1 or greater.

      5. The term of office for Board members shall be two (2) years or until a successor is appointed. Board members shall serve for staggered two-year terms of office, not to exceed three years per term.  Staggered terms allow for a degree of continuity that might be lost if the entire board turned over at the same time. Each class shall be up for re-election every-other year. If Members are added to the board, the new Member will be given an initial term of years that creates a balance in years of experience across Board Members. This may include serving  a partial term. The Board reserves the right to decrease a Member's term if it serves the  purpose expressed in this item. 

      6. An exiting board member is ineligible to be nominated for another term within one year of board membership.
         

    3. Process for nominating and electing Board members 

      1. Board members shall be nominated by the Lead Pastor or the President of the Board, and individually approved by a majority vote of the full Board.

      2. The Board will present Board nominees to the church no less than four weeks prior to the board’s vote to appoint new Board members. The Church will have the opportunity to provide feedback to the existing Board about nominations to the Board.

      3. Nominated Board members shall be individually approved by a majority vote of the full Board.
         

    4. Process for removing Board members

      1. A Board member other than the Lead Pastor may be removed from office by the vote of a majority of the Board membership. The Board member being considered for removal may not vote on their own dismissal. Grounds for removal include, but are not limited to, significant breach of the Bylaws, failure to carry out the Responsibilities of Members

      2. A Board member may resign from the board at any time.
         

    5. Place, Time, and Minutes of Board Meetings

      1. Regular meetings of the Board may be held at any place, including virtual meetings, and any time that has been designated by the Board.

      2. The Board Chair shall appoint a Board member to record minutes of every meeting which will be filed in the designated location in the Church office after approval at a subsequent Board meeting.

      3. The Board will meet a minimum of 6 times per year. 

      4. Special meetings of the Board for any purpose may be called at any time by the Board Chair, Lead Pastor or Co-Pastors(s) or a majority of the other Board members. 

      5. A special meeting may be in person or virtually as long as all members participating in the meeting can hear one another, and all such members shall be deemed to be present in person at the meeting. Non-participating members shall be notified within 48 hours of any actions approved during said meeting. Written minutes shall be prepared and filed. 
         

    6. Action Without a Meeting

      1. Any action required or permitted to be taken by the Board may be taken without a meeting, if members of the Board shall individually or collectively consent in writing to that action. Such written consent or consents shall be filed with the minutes of the Board at the subsequent meeting. Written consent may include email or similar electronic communication. 
         

    7. Corporate Officers. 

      1. The corporate officers of the Church shall be a President, a Treasurer, a Secretary, and such other officers as the Board may appoint.

      2. The Board shall appoint all officers of the corporation by majority vote. Vacancies shall be filled by appointment of the Board. Members of the paid staff shall not serve as officers. 

      3. The officers shall have power to execute documents, contracts, and routine legal or financial business of the Church. At any time the Board may review a financial or legal decision of the officers, and may overrule any action by a two-thirds majority vote.

      4. Terms of office shall be one year for all officers. In the event of death, resignation, or removal before a term expires, the new officer shall complete the term. Each officer shall hold office until a successor shall have been duly appointed, or until death, resignation, or removal as provided herein. 

      5. Any officer may be removed by the Board at any time, by a majority vote of the Board members.

      6. The President shall be the principal executive officer of the corporation and shall see that the resolutions and directives of the Board are carried into effect, except in those instances in which that responsibility is assigned to some other person by the Board, and, in general, shall discharge all duties incident to the office of President and such other duties as may be prescribed by the Board. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the Board or these Bylaws or the execution exceeds $3,000, the President may execute for the corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board has authorized to be executed, and the President may accomplish such execution either individually or with any assistant, or any other officer there unto authorized by the Board, according to the requirements of the form of instrument. 

        1. For any financial expenditure or commitment over $3,000 the President shall seek at least two competitive bids or price comparisons 

      7. The Secretary of the Board shall see that the minutes of the meetings of the Board and meetings of the members are recorded and filed in a physical location as well as a digital location designated by the Board, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporate records, and perform all duties incident to the office of Secretary and such other duties as from 

      8. The Treasurer shall see that budgets are prepared by the Lead Pastor or Co-Pastors and that reports to the Board regarding the financial affairs of the Church are provided. 

 

ARTICLE IV - INDEMNIFICATION 

  1. To the extent permitted by law, the Church will indemnify and hold harmless its officers, Board members and employees against any claim or liability and will hold said individual(s) harmless from and pay for any and all expenses incurred arising out of or in connection with any act or omission performed or made in good faith on behalf of the Church, regardless of negligence. Additionally, the Church will provide employee, officers and directors liability insurance covering acts or omissions by the individual(s) in the performance of their duties for the Church. 
     

ARTICLE VI - PASTORS AND STAFF 

  1. Lead Pastor 

  1. The Lead Pastor shall provide spiritual leadership to the Church and oversight for matters relating to the spiritual health of the Church, matters of doctrine and interpretation, matters of spiritual ordinances for the Church, direction of the Church's ministry, and any other matters reasonably connected to the spiritual life of the Church, with advice and counsel being received from the Board. 
     

  2. The Lead Pastor shall oversee the operation of the Church on a daily basis and give leadership to the pastoral staff, the Church body and its ministries. 

    1. The Lead Pastor or any individual acting as a designee of the lead pastor shall refrain from making any purchases clearly outside of approved capital expenditure or approved operational projections.

    2. The Lead Pastor or or any individual acting as a designee of the lead pastor shall seek at least two competitive bids or price comparisons for purchases of over $3,000.

    3. The Lead Pastor shall seek board approval for one time purchases or engaging in contracts greater than $3,000 that are not part of prior approved operational projections.

    4. The Lead Pastor shall receive, process, and disburse funds under controls sufficient to meet standard business practices and  government standards.
       

  3. The Lead Pastor shall provide a regular report to the Board regarding the Church's ministries and the performance of the paid staff. 
     

  4. The Lead Pastor or designee shall make an oral or written report to the members regarding the activities and plans for the Church.
     

  5. The Board shall seek and nominate a candidate for Lead Pastor should a vacancy arise in the pastorate. The board will call a meeting of members and provide opportunity for an advisory vote prior to the Board’s decision. A two-thirds majority of the full Board is required to approve the candidate for Lead Pastor. 
     

  6. The Lead Pastor shall resign, or his/her pastorate be terminated, upon a two-thirds vote of the full Board. Grounds for removal include departure from the Vision, Mission and Core Values, significant breach of the bylaws, failure to execute the Responsibilities of Membership, or failure to faithfully fulfill the duties of the office. In the instance of resignation or termination of the Lead Pastor, the Board will communicate with the membership in a timely manner to whatever degree is deemed to be appropriate and necessary.
     

  1. Pastoral Staff 

    1. The Lead Pastor shall define pastoral staff positions, in writing, as necessary to conduct the ministry of the Church. They shall serve under the Lead Pastor or Co-Pastors’ direction in the pastoral care and oversight of the Church. 

    2. The Lead Pastor shall nominate pastoral staff positions, for approval by a majority of the Board. 

    3. The Lead Pastor, after counseling with the Board, shall fix compensation for pastoral staff, subject to the requirements of the approved budget. 

    4. The Lead Pastor, after counseling with the Board, may require the resignation, or terminate the employment, of pastoral staff. 

    5. The Board, after counseling with the Lead Pastor, may, by a two-thirds vote, require the Lead Pastor to terminate the employment of other pastoral staff. The Board will communicate with the membership in a timely manner to whatever degree is deemed to be appropriate and necessary.   

  2. Staff

    1. The Lead Pastor shall define staff positions, in writing, as necessary to conduct the ministry of the Church. They shall serve under the direction of the Lead Pastor or Co-Pastors or designee. 

    2. The Lead Pastor is responsible for employment, direction and termination of staff. 

  3. Conflicts of Interest 

    1. Board members or paid members of the Church may conduct for-profit personal business with Church members, but may not conduct for-profit personal business with the Church as an organization. 

    2. For any Board member or paid member of the Church staff to be a leader of another religious group unaffiliated with Threads Church requires approval by a majority vote of the Board. 

    3. New board members will declare current affiliations, and all Board members and paid staff will annually declare all affiliations. 
       

ARTICLE VII - ORDINATION 

  1. Process for Ordination. 

  1. The Lead Pastor and Board shall establish and administer a written ordination process. 


ARTICLE VIII - AMENDMENTS 

  1. These Bylaws may be amended or replaced provided the change is approved by a majority vote of the full Board.
     

ARTICLE IX - DISSOLUTION 

  1. In the event of the dissolution of this organization, the distribution of the assets shall be to one or more federally recognized 501(c)3 non-profit and shall be decided by the Board at the same time as the dissolution of this organization.

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Threads Bylaws updated 2024

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