Lets discuss the new by-laws of Mars Hill Church

Pastor Mark told a member that she had unintentionally stumbled on the problem he had with the fired pastors by asking for a copy of the by-laws. It is clear that the fired respected pastors had concerns about the proposed by-laws.

Here is an excellent look at the problems the new by-laws contain. Let this be the beginning of a healthy discussion of the new by-laws.

The original preface to my annotations follows for those who did not catch it earlier………..

I have been a reader of this blog since its first week. However, I have noted that there is a glaring omission in the posts here.

We have been much distracted by the great effrontery and injustice meeted on Paul Petry and Bent Meyers. This distraction stems quite naturally from either not being acquainted with them, or from being their advocates.

In all of this we have concentrated on the process of these proceedings at Mars Hill but not upon the substance, i.e. the by-laws themselves. It is in fact the by-laws which have been at the heart of the disagreement. Paul and Bent were the only elders at the time who had the courage to express concerns with them.

Toward this end, I am posting the annotated by-laws which I shared with two serving elders in early November. As I shared, I checked with them at regular intervals throughout the proceeding, they neither chastised me for my attitude, nor did they dispute my close reading.

Unfortunately, I have not heard from anyone in leadership since. Though I would have preferred to have my concerns handled within the leadership of Mars Hill, I think it will now be most fruitful to bring my conclusions to the larger forum so that they may be discussed in the light of day.

Here is an “executive summary” of the document that follows:

  • The full council of elders has been reduced to only 5 ruling elders.
  • These Ruling 5 are self-appointed and serve for life without effective accountability.
  • There is no effective oversight of Mark since he serves as his own supervisor on the Ruling 5.
  • These by-laws were voted in by the former full council of elders thus revealing the inability of these men to critically read, voice any comments, or express any substantive opinion.
  • Since a quorum is only 50%, effectively only 3 Ruling elders govern the church.. These Ruling 5 may only be supervised by those whom they hand pick, as they also control the slate of those who may be appointed.
  • No scriptural basis is necessary to discipline any member of the Mars Hill body.
  • There remains no protection and no recourse for any member so disciplined, as has already been demonstrated when our very leaders have been subjected to having their character inpugned in public.

Following are the annotated By- Laws of Mars Hill Church. They are meant to focus discussion on the substantive matters of church government which have proven so disruptive to the body of late, and which have been largely ingored by the leadership.

I trust this will stimulate vigorous discussion and result in substantive changes in a very inadequate church government structure.

The by-laws are those originally published by Jamie Munson. The annotations in red are my own.

Annotated update 11/07 (by Gregg Neilson)

Bylaws of Mars Hill Church

Executive Summary

Last updated – 10-29-07

 

Why have bylaws?

 

Mars Hill Church is a legal non-profit corporation and therefore must have bylaws that guide the legal and civil leadership structure for the church. Given the current direction of the church, our desire to expand beyond our existing campuses, and our need to raise up more godly men to lead the church as pastors, it is important that we revise our bylaws to reflect the growing and changing nature of our church. Our previous form of bylaw governance, where every elder is a member of the legal Board of Directors, simply became cumbersome, slow, ineffective, and untenable with the growing needs of our church and the growing size of our eldership.

 

Every church has the responsibility to establish a form of organizational government that is consistent with its theological beliefs, and in our case that means the Bible and the doctrine of biblical eldership. Pastor Mark Driscoll has written and taught extensively on this subject, and we encourage those of you who have questions regarding this to read the “Church Leadership Book” or listen to his sermon on 1 Timothy 3:1–7. In addition to the principles of Scripture, we must submit to earthly rulers, which in our case include the United States Government and the Washington State Government. Biblically, this command for God’s people to act legally as well as biblically is stated by both Jesus (Matthew 22:20–21) and Paul (Romans 13:1–2).

 

Furthermore, both our federal and state governments require organizations such as ours to be registered properly and to gain tax-exempt status. These governmental requirements include articles of incorporation and bylaws to state the purposes, powers and activities of the entity. Practically speaking, Mars Hill Church must operate in compliance with the law in order to exist as a legal entity, while also remaining consistent with the teaching of the Bible regarding church leadership. As a result, we have thoughtfully and prayerfully crafted an updated version of our bylaws that allows us to maintain a biblical eldership, comply with the law, and also more accurately reflect our multi-campus strategy and future vision to continue expanding.

 

The primary functional objectives of the bylaw amendments are to:

 

  • Establish a more long range document that accurately reflects our vision and direction as a multi-campus church.

  • Create a balance between organizational nimbleness and proper accountability and safeguards.

  • Architect a wise and prudent structure that provides sustainability for the church.

  • Establish a structure where the elders become a team of teams, rather than a single large team, so that proper authority and accountability can be adequately delegated.

  • Delegate authority over campus oversight and care to local campus elder teams.

 

We are pleased to report that the adoption of the bylaws and approval of the board of directors were unanimously supported by the elders. While no document is perfect and timeless, other than the Bible, your elders have labored over these changes for several months and have arrived at an end product that we are happy with and feel will serve us well for the coming years. Throughout this process we have sought significant counsel from other churches, organizations, consultants and our church attorney. Please respect the sensitive nature of a document like this and do not distribute it outside of the membership. There is nothing to hide, but our intent is to answer the questions of our members only, and not take the massive number of hours that would be required to also answer the questions regarding our legal governance to people for whom Mars Hill Church is not home.

 

Note: Missing from this preface is perhaps a more pressing motivation for re-inventing the by-laws. Mark Driscoll has written a book/treatise/chapter which will outline his take on church government. This treatise will purport to be authoritative in its research, in its orthodoxy and orthopraxy. Therefore, Mark needed to have his concept of church government firmly established to lend credibility to this claim. He could brook no dissent, nor could he risk having these by-laws derailed by a contingent of elders who might otherwise have brought wisdom and caution to the table.

 

Summary of Articles

 

Article I

The Civil and Ecclesiastical Government

 

This Section establishes the church government as a three-level ecclesiastical body, the powers and duties of which are derived from the authority of Jesus Christ and the Bible. These three levels are:

 

  • Full Council of Elders – all male elders/pastors of Mars Hill Church

  • Board of Directors – selected from amongst the elders

  • Executive Elders – a team appointed by the Board of Directors, all in accordance with these bylaws

This Section is important in that it frames the church and our basic structure under the authority of Jesus and the Bible.

Article II

The Eldership Process—Qualification and Selection of Elders

 

The three Sections comprising this Article speak to the qualification of a man to be considered as an elder and the process of becoming an elder/pastor. The role of elder/pastor at MHC is so important that it is positioned in order immediately after the opening Article. The qualification and process to select elders thus has great significance in how the organization performs its purpose and functions.

 

Article III

The Eldership Service—Duration, Resignation, Removal

 

The five Sections address pertinent facets once a man becomes an elder at Mars Hill Church related to length of service, sabbaticals, resignation or removal as an elder.

 

These provisions complete the elder discussion in related matters concerning an individual elder. The next three Articles address elders working together in the three levels as established in Article I.

Article IV

Powers and Meetings of the Full Council of Elders

 

The 11 Sections speak to the responsibilities belonging to the full Council of Elders and their meeting details and protocols. Spelling out these basics provides clarity and consistency and establishes the ground rules and standards in which the full Council of Elders operates. This allows the elders to focus on matters of content.

 

Article V

The Board of Directors

 

The 13 Sections comprising this Article do the same for the Board of Directors as Article IV does for the full Council of Elders. The extra sections address matters like the size and composition of the Board and how directors are elected and/or appointed. The current board of directors is comprised of the following elders:

 

  • Pastor Jamie Munson (Executive Elder)

  • Pastor Mark Driscoll (Executive Elder)

  • Pastor Scott Thomas (Executive Elder)

  • Pastor Tim Beltz (Executive Elder)

  • Pastor Bubba Jennings (Executive Elder)

  • Pastor Brad House (Elected Elder)

  • Pastor James Noriega (Elected Elder)

  • Pastor Zack Hubert (Elected Elder)

  • Pastor Steve Tompkins (Elected Elder)

  • Pastor Tim Smith (Elected Elder)

  • Pastor Tim Quiring (Elected Elder)

 

Article VI

The Executive Elder Team

 

The eight Sections of this Article outline the details of the executive elder team in regard to how they are selected, their number, term, and powers and duties assigned to them as they lead and manage MHC. These overarching guidelines provide clarity and shape how the executive elders will operate.

 

ARTICLE VII

Deacons

 

The six Sections establish the spiritual position of deacon and outline the process and details relevant to them. Deacons play an integral role at MHC and this Article provides the essentials of their selection, term and responsibilities.

ARTICLE VIII

Members of Mars Hill Church

 

The three Sections deal with the rights of a “church member”, the church membership process and the church discipline process. This is an especially important Article in that Mars Hill Church, unlike many churches, is elder-led and governed and not congregation-led and governed. The details provided help set clear expectations of those who wish to make MHC their church home.

 

ARTICLE IX

Indemnification

 

The six Sections address the various aspects regarding indemnification of the corporation, directors, officers, employees and agents, and related legal principles. This is standard but required language for bylaws.

ARTICLE X

Amendments to Articles and Bylaws

 

This explains a procedure of how proposed amendments to the articles of incorporation or bylaws shall generally be approved by the executive elder team prior to submission to the Board of Directors. It is in the bylaws to provide transparency in the governance process.

 

ARTICLE XI

Administrative Provisions

 

These final three Sections provide several definitions of terms used in the bylaws and are a legal best-practice. This insures we all have a common understanding and prevents miscommunication and inconsistency.

Bylaws of Mars Hill Fellowship

 

A Nonprofit Corporation With Members

 

 

Article I

The Civil and Ecclesiastical Government

 

SECTION A – The government of Mars Hill Fellowship, also known as Mars Hill Church, is established and headed by Jesus Christ, who is the Senior Pastor of Mars Hill Church. The church is first and foremost an ecclesiastical body of believers, the supreme governing document of which is the Bible. Mars Hill Church is secondarily a civil corporation, the governance of which is established by its Articles of Incorporation and Bylaws. The articles and bylaws, however, are subordinate to the Bible and must be interpreted in light of the scriptures.

 

The church government set forth in these bylaws is a three-level ecclesiastical body, the powers and duties of which are derived from the authority of Jesus Christ and the Bible. The acts and functions of each level of government shall be presumed to be ecclesiastical unless explicitly required for civil purposes (e.g. authorizing the purchase of real estate). The three levels shall consist of the following:

 

  • Full Council of Elders – all male elders/pastors of Mars Hill Church

  • Board of Directors – selected from amongst the elders

  • Executive Elders – a team appointed by the Board of Directors, all in accordance with these bylaws

 

SECTION B – The elders shall be the civil members of the corporation for purposes of the Washington Nonprofit Corporation Act, Chapter 24.03 RCW (the “Act”). Except as otherwise explicitly stated in these bylaws, the term “member” is a spiritual and theological term for a member of the body of Christ that has completed the membership process at Mars Hill Church and remains in good standing, and shall not mean an elder or a member for purposes of the Act.

 

 

Article II

The Eldership Process—Qualification and Selection of Elders

 

SECTION A – The Full Council of Elders (also known as the Eldership) is composed of elders/pastors (paid or unpaid) who follow the leading of Jesus who is the Senior Pastor of Mars Hill Church.

 

To be considered as an elder, a man must have been called by God into leadership at Mars Hill Church and be a man of the highest Christian character according to the qualifications of Scripture.

 

SECTION B – The process of becoming an elder/pastor shall be established by resolution of the Board of Directors.

 

SECTION C – The final step of the elder selection process shall include ordination in a manner to be determined by the Board of Directors. Upon such ordination, the elder shall have the authority to preach, administer the ordinances of the church, marry, and enjoy all the rights and privileges accorded to licensed or ordained ministers under secular law.

 

 

Article III

The Eldership Service—Duration, Resignation, Removal

 

SECTION A – Once a man becomes an elder at Mars Hill Church, it is expected that the man would continue to serve as an elder indefinitely.

 

SECTION B – If the Board of Directors determines that an elder needs an extended Sabbath for a season because of a legitimate need (e.g., illness, tragedy), then that elder can transition to an inactive and non-voting elder for a set period of time as determined by the lead elder.

 

SECTION C – To resign from the Council of Elders, an elder must notify his supervising elder and lead elder by letter, which the lead elder will then distribute to the other elders.

Note: Here we have the first indication that there is a hierarchy; all elders are not equal, there are elders, supervising elders and lead elder.

 

SECTION D – An elder who senses God’s call to leave Mars Hill Church to help plant a Mars Hill Church–sponsored church plant should make his desire known to his supervising elder and the lead elder. If the Board of Directors confirms his calling, the elder will be sent out with blessing to help lead another church.

 

SECTION E – Discipline and removal of elders shall be consistent with the standards set by the Bible, the specific procedures to be determined by the Board of Directors in its discretion. An elder who is also an employee is employed at will and may be terminated as an employee at any time, with or without cause, by the Executive Elder Team or its designee (e.g. campus pastor or employee’s immediate supervisor). Any such termination shall automatically result in suspension as an elder pending discipline or removal as such by the Board of Directors.

Note: The intent here is to distinguish between employees and elders. Thus, those elders who are employees may be terminated at will, without cause. This distinction begs the question as to how long an elder can last as an elder, were he to be terminated as an employee. This substantiates the fact that not all elders are equal. The intent is a hierarchy. The real problems with this structure surface later within this document.

 

 

 

Article IV

Powers and Meetings of the Full Council of Elders

 

SECTION A – The following issues are reserved for a vote of the full Council of Elders, with any voting requirements other than simple majority specified for such issue:

  • Election of the Elected Elder/Directors of the Board of Directors: Approval requires a two-thirds vote.

  • Any change to Mars Hill Church’s doctrinal statement: Approval requires three-fourths vote.

 

Any issue not reserved for the full Council of Elders pursuant to this section may be decided by the Board of Directors.

Note: Thus elders who formerly exercised shared authority and responsibility now are reduced to exercising only two duties. To wit; they may vote for four to seven of their own to serve on the board. They may also change the doctrinal statement. This later is a specious duty. In order to become an elder, one must have become a member, in order to become a member, one must have signed a statement that he is in full agreement with the doctrinal statement of the church. In the case where an elder were to take issue with a doctrinal position, even if it is expressed as an “open handed” position, that same elder may be accused of being contentious, divisive, proud and sinful, which precedent has been set in recent proceedings.

These two proscribed duties do not rise to the level of biblical eldership. Hence, they are elders in name only and should rather be referred to as staff employees.

 

SECTION B – Annual Meeting. The annual meeting of the elders in their capacity as civil members of the corporation for purposes of the Act shall be held during the month of January on the day, at the time and in the place determined by the Board of Directors, for the purpose of electing directors and transacting such other business as may properly come before the meeting. If the annual meeting is not held during the month of January, the Board shall cause the meeting to be held as soon thereafter as may be feasible.

 

SECTION C – Special Meetings. The president, the Board of Directors, or not less than fifty percent (50%) of the elders entitled to vote at such meeting, may call a special meeting of the elders for any purpose.

 

SECTON D – Place of Meetings. All meetings of the elders shall be held at the principal office of the corporation, unless another place for such meeting, either within or without the State of Washington, is determined by the president, Board of Directors, or elders entitled to call a meeting of elders.

 

SECTION E – Notice of Meetings. The president or the secretary shall cause notice, in the form of a record, to be delivered to each elder entitled to notice of or to vote at the meeting, not less than ten nor more than fifty days before the meeting. Such notice shall state the date, time, and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

 

SECTION F – Waiver of Notice. Whenever any notice is required to be given to any elder under the provisions of these Bylaws, the Articles of Incorporation or applicable law, a waiver thereof in the form of a record, delivered 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.

SECTION G – Quorum. Fifty percent (50%) of the number of elders entitled to vote shall constitute a quorum at a meeting of the elders. If less than a quorum of the elders entitled to vote is present at a meeting, a majority of the elders present may adjourn the meeting from time to time without further notice.

 

SECTION H – Manner of Acting. A majority of the votes entitled to be cast by the elders present at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the elders, unless a greater vote is required by these Bylaws, the Articles of Incorporation, or applicable law.

 

SECTION I – Voting. An elder may vote in person, by mail, by electronic transmission, or by proxy in the form of a record delivered by the elder. Cumulative voting shall not be permitted. Votes may be taken by mail or electronic transmission only if the name of each candidate and the text of proposals to be voted upon are set forth in the notice of the meeting or in an accompanying record that is either a tangible medium or an electronic transmission. When an election is to be conducted by electronic transmission, the corporation shall designate an address, location or system in which the ballot may be electronically transmitted. Elders voting by mail or electronic transmission are present for all purposes of quorum, count of votes, and percentages of total voting power present.

 

SECTION J – Participation by Telephone. Unless otherwise specified in the notice of the meeting, elders may participate in a meeting of the elders by a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

 

SECTION K – Action by Written Consent. Any action required or permitted to be taken at a meeting of the elders may be taken without a meeting if a consent, in the form of a record, setting forth the action to be taken is executed by all of the elders. Any such consent shall be inserted in the minute book as if it were the minutes of an elder meeting.

 

 

Article V

The Board of Directors

 

SECTION A – Purpose and powers. The primary governing body for Mars Hill Church shall be its Board of Directors. Except for those powers reserved for the Full Council of Elders pursuant to Article IV, Section A,

Note: See above: These duties are limited to two duties only; voting members to the board, and altering church doctrine. Any issue not reserved for the full Council of Elders pursuant to this section may be decided by the Board of Directors

the Board of Directors shall have the power to determine all issues regarding Mars Hill Church, including, but not limited to:

 

 

  • Changes to and adoption of Articles of Incorporation or Bylaws

Note: These by laws will stand in perpetuity or until the Executive Elders decide to change them. No other Elders have the authority to do so. Governance by the elite executive eldership is formally and legally at the will of those self-appointed-for-life.

  • Approve the selection of elders. Approval requires no objections (abstention permitted).

Note: All elders must be approved by these few, not by the full council of elders.

  • Selection or removal of lead elder, preaching elder, or other members of the Executive Elder Team

Note: How is this likely, or even possible when only one vote is needed beyond the elders-appointed-for-life for this decision to occur.

  • Appoint the officers of the corporation as set forth in Article VI, Section H below

Note: The only legal authority of the church in the eyes of the state is vested in the executive elders.

  • Discipline or removal of elders

Note: We have seen this is action upon the installation of these by-laws. The only damning evidence necessary for removal is the sin of disagreement.

  • Establish policies and procedures necessary to govern the affairs of the organization in consonance with the laws and regulations described in Section 501 (c) (3) of the Internal Revenue Code

  • Approval of the annual operating and capital budgets

  • Approval of the annual salary and benefits of all paid Elders

Note: As noted, the elders do not function as elders in any biblical sense, they do however function as paid employees as stated here.

  • Authorize the purchase, management and sale of all land, buildings or other major assets for use by Mars Hill Church, and the construction of new buildings and major renovations of existing buildings

  • Overturn a decision made by the Executive Elders

  • Borrow money and make and issue bonds, notes, contracts and other evidence of indebtedness therefore and, by the proper resolution duly adopted by a majority vote of the Board of Directors

  • Apply for and aid in the processing of all applications for patents and copyrights; receive or purchase patents and copyrights, inventions, processes and discoveries; hold, manage, use and develop the same; sell, license or otherwise dispose of the same; and collect royalties thereon.

Note: The finances of Mars Hill now is in excess of $8M annually, and the capital holdings number in the tens of millions of dollars. All legally owned by the board of elders, not the full council of elders, not the church, not the members who have paid for it. In reality, however, ownership transfers to the executive elders-for-life, for it is the executive elders who serve in perpetuity, who control the slate of those who may be appointed to the board, and who control the employees of which this board is composed.

 

  • Any other power not explicitly reserved for the Full Council of Elders

Note: Restated and therefore emphasizing that which was made clear in Section IV, Section A, that “Any issue not reserved for the full Council of Elders pursuant to this section may be decided by the Board of Directors.”

 

SECTION B – Size. The size of the Board of Directors shall be no less than seven men and no more than thirteen men, the specific number to be established from time to time by resolution of the Board. In the event of a vacancy on the Board of Directors, the remaining directors, even if less than a quorum, may by majority vote elect a successor for each vacancy to fill the unexpired term.

Note: The current board of directors is comprised of the following elders:

 

  • Pastor Jamie Munson (Executive Elder)

  • Pastor Mark Driscoll (Executive Elder)

  • Pastor Scott Thomas (Executive Elder)

  • Pastor Tim Beltz (Executive Elder)

  • Pastor Bubba Jennings (Executive Elder)

Note: these executive elders were not selected by discussion of the full council of elders existing at the time of the previous by-laws. They were self-appointed by fiat at the will of those presently sitting as executive elders.

 

  • Pastor Brad House (Elected Elder)

  • Pastor James Noriega (Elected Elder)

  • Pastor Zack Hubert (Elected Elder)

  • Pastor Steve Tompkins (Elected Elder)

  • Pastor Tim Smith (Elected Elder)

  • Pastor Tim Quiring (Elected Elder)

 

SECTION C – Composition. The Board of Directors shall consist of:

 

  • Elected Director/Elders”–four to seven members elected by the Full Council of Elders.

  • Executive Director/Elders”–three to six members elected by the Board (including Elected Elders and Executive Elders) pursuant to Article VI, Section C

 

The above composition shall be subject to the following additional requirements:

 

  • At least one of the Elected Director/Elders shall be financially independent from Mars Hill Church (that is, neither he nor any member of his immediate family shall be an employee or independent contractor with respect to Mars Hill Church).

  • The number of Elected Director/Elders shall always be at least one more than the number of Executive Director/Elders.

 

SECTION D – Terms of Office. The Elected Director/Elders will serve for a term of two years and may succeed themselves in office. To facilitate the orderly rotation of members of the Board of Directors, the terms of office shall be arranged as evenly as possible so that approximately one-half of the terms of office will expire each year on January 31. The term of office for each Elected Director/Elder shall begin on February 1. Each member shall hold office until his successor is elected and qualified.

SECTION E – Resignation. Any director may resign at any time by delivering notice to the president or the secretary, or by giving oral or written notice at any meeting of the Board of Directors. Any member of any committee may resign at any time by delivering notice thereof to the president, the secretary, or the chairperson of such committee, or by giving oral or written notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

SECTION F – Removal. At a meeting of the Full Council of Elders called expressly for that purpose and at which a quorum is present, one or more Elected Director/Elders may be removed from office, with or without cause, by the two-thirds vote of the Full Council of Elders.

Note: This points to an internal inconsistency. This power is not expressly given to the full council.

One or more of the Executive Elder/Directors may be removed by a two-thirds vote of the Board of Directors (including Executive Elder/Directors). Removal as a Director shall not automatically remove a person as an Elder, but removal as an Elder shall automatically remove the person as a Director. A director shall be entitled to vote on the issue of his own removal.

Note: This presents a highly convoluted process which will be legally difficult to prosecute. As a matter of practicality, it will be infinitely more difficult to invoke, since the executive elders will always comprise only one vote less than the majority. Note that the executive elders exercise control over the employment of all of the other elders.

 

SECTION G – Quorum. One-half of the members of the Board of Directors shall constitute a quorum.

Note: At 50%, only four of seven (alternately seven of thirteen) need be present to vote on any and all issues coming before the church. This number constitutes the number of executive elders appointed-for-life plus one. The possibility for rule by fiat by those appointed –for-life is real, and there is no recourse within this governmental structure for redress of grievances. Since the former elders have voted these by-laws as their governing document, and the members must sign this document as one for which they are in full agreement, they are voting for a highly concentrated hierarchy of church authority.

 

SECTION H – Annual Meeting. The annual meeting of the Board of Directors shall be held during of the month of February. If in the judgment of the Board of Directors the meeting cannot be then held, it shall be held as soon as feasible thereafter. The Board of Directors may specify by resolution the time and place, either within or without the State of Washington, for holding any other regular meetings, which may be held without notice other than such resolution.

 

SECTION I – Special Meetings. Special meetings of the directors shall be held upon the call of the president or one-third of the Board of Directors. The notice of the meeting shall be in the form of a record and shall be sent at least 24 hours prior to the meeting time. Notice of any meeting of the Board of Directors may be waived in a record by any director at any time or by a director’s presence at the meeting, except where the director attends the meeting with the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors or any committee designated by the Board of Directors need be specified in the notice or waiver of notices of such meeting unless required by these bylaws.

 

SECTION J – Voting. Each director shall be entitled to cast one vote at any election or on any subject before any meeting of the Board. For an issue to meet the approval of the Board of Directors, it must receive a simple majority vote unless otherwise prescribed in these bylaws.

Note: A simple majority is again the elders-appointed –for-life, plus one.

 

SECTION K – Participation by Telephone. Directors of the corporation may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

 

SECTION L – Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent, in the form of a record, setting forth the action to be taken is executed by all of the directors. Any such consent shall be inserted in the minute book as if it were the minutes of a Board meeting.

 

SECTION M – Loans to Directors Prohibited. No loan shall be made from the church to any director. Any director who assents to the making of such a loan shall be jointly and severally liable for its repayment.

 

SECTION N – Committees. The Board of Directors may designate and appoint by resolution adopted by majority of the directors one or more standing or temporary committees, each of which shall consist of two or more directors. Such committee or committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation, subject to the limits of RCW 24.03.115 or similar statute. A majority of the number of directors composing any committee shall constitute a quorum, and the act of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee. Any committee member may be removed from committee by a majority vote of the Board. The Executive Elder Team shall be a permanent committee of the Board of Directors.

 

 

Article VI

The Executive Elder Team

 

SECTION A – The Executive Elder Team is a team of firsts among equals within the Council of Elders and is the executive leadership and management of Mars Hill Church.

Note: cf. Alexander Strauch, Biblical Eldership, Lewis and Roth, 1995, pp. 44-50, especially p. 44, “…elders who receive double honor form no official class or receive no special title. The differences among elders is functional not formal.”

Given the special class and title of “Executive Elders”, as well as the fact that there are numerous functional differences among “elders”, and the fact that there is no mention of spiritual giftedness in this document, is it not disingenuous to invoke this phrase “fist among equals”? If so, then what we have in these present by-laws is decidedly not biblical eldership.

The present and former elders have been encouraged to read Strauch’s book as the framework through which biblical eldership is to be viewed. Hence its comments take on considerable weight.

 

SECTION B – The size of the Executive Elder Team shall be no less than three men and no more than six men.

 

SECTION C – The Executive Elder Team shall consist of men who meet the following criteria in addition to the qualifications and duties of an elder:

 

  • The elder must be selected by the Board of Directors to be a member of the Executive Elder Team

  • The elder must receive a two-thirds vote of approval by the Board of Directors

 

SECTION D – The Executive Elder Team will serve indefinitely until resignation, death or replacement. Vacancies on the Executive Elder Team shall be filled as soon as practical by the Board of Directors.

Note: Here the office as appointed-for-life is made explicit.

 

SECTION E – Subject to those powers and duties reserved for the Full Council of Elders under Article IV, Section A (Note: only to vote on elders serving on the board and changing church doctrine) or the Board of Directors pursuant to RCW 24.03.115, (Note: that is those duties falling to any officer of the corporation of any non-profit, 501c3) the following issues are delegated to the Executive Elder Team by the Board of Directors:

 

  • Establishing the overall vision for the entire church

Note: Thousands of people and tens of millions of dollars overseen by as few as three and as many as six men appointed for life who have no accountability to an elective process and against which process there is no recourse.

  • Directing and managing the operations of Mars Hill Church

Note: Including its finances

  • Developing an annual slate of nominees for the Board of Directors

Note: This section means that elders from the full council, are to be hand-selected by the executive elders. In other words, these three to six executive elders are to be held accountable by the very same people they have hand selected for the job.

  • Issues delegated to the Executive Elder Team by resolution of the Board of Directors

 

SECTION F – For an issue to meet the approval of the Executive Elder Team it must receive a 2/3 majority vote.

Note: Two out of three, or four out of six. Thus two to four men without effective accountability are put in charge of all matters of church government and finances.

 

SECTION G – The Executive Elder Team shall include the preaching elder and the lead elder, who shall be determined by the Board of Directors.

Note: As far as can be determined, this was not followed. The elected officers of the board of directors was not installed by the full council, and the current executive elders were self appointed.

The preaching elder functions as the principal teacher and preacher for the church. The lead elder functions as the organizational head and leads the Executive Elder Team, the Board of Directors, the Full Council of Elders and the rest of the church in effectively obeying God’s leading as revealed in Scripture.

Note: There is no scriptural basis for a functional organizational head as lead elder. Eldership in scripture functions as a plurality of eldership without hierarchy.

SECTION H – Immediately following the election of the members of the Board of Directors, the Board of Directors shall appoint members of the Executive Elder Team to serve as President, Vice President, Secretary, and Treasurer to serve as officers for purposes of the Washington Nonprofit Corporation Act. The lead elder described in Section G shall be the President. He shall chair the meetings of the Executive Elder Team, the Board of Directors, and the Full Council of Elders. The preaching elder shall be the Vice-President and serve the role of president during the absence of the president. The treasurer shall maintain proper books of account for the church. The secretary (who shall not also be the president) will ensure official minutes of each meeting of the Executive Elder Team, Board of Directors, or Full Council of Elders are kept and will keep on file and authenticate all pertinent minutes and other appropriate documentation used in making decisions and/or taking action. An officer may be removed as such by the Board of Directors without regard to such person’s status on the Executive Elder Team. A vacancy in any officer position shall be filled as soon as practical by the Board of Directors.

 

 

ARTICLE VII

Deacons

 

SECTION A – There shall be a spiritual position of deacon that is subordinate to the position of elder. Deacons may be male or female.

 

SECTION B – To be considered as a deacon, a person must meet the qualifications set forth in the Bible and as established by the Board of Directors from time to time.

 

SECTION C – To be selected as a deacon, the person must complete the process determined by the Board of Directors.

SECTION D – The term of a deacon depends upon the commission given by the departmental elder or campus pastor at the time the person is selected as a deacon. Some deacons may serve for a specific task; others indefinitely. A deacon may resign by delivering notice to an elder, or, if due to a legitimate need, seek an extended Sabbath as determined by the lead elder. A deacon may be removed by the Executive Elder Team for any reason, with or without cause.

 

SECTION E – The general responsibility of deacons shall be to assist the elders in serving the church. Specific responsibilities or tasks may be given to deacons by the elders.

 

SECTION F – Certain male deacons who meet such additional requirements as determined by the Board of Directors may additionally be licensed by the board, the specifics of such licensure to be determined on a case by case basis. Such licensure may confer the authority to administer all ordinances of the church and qualify the deacon to be a minister of the gospel for purposes of secular law.

 

 

ARTICLE VIII

Members of Mars Hill Church

 

SECTION A – The reference to “member” in these bylaws is a spiritual and theological term for a member of the body of Christ that does not have any civil effect for purposes of state law. Consistent with the biblical concept of member and this Section A, members shall not have voting rights.

Note: Members shall make no decisions, nor is there any mechanism by which they have a voice in the leadership, governance or finances of the church. Note: the “death of Vox Pop”, the voice of the people; and the temporary but precedent-setting shutting down of the online member’s site, are stark examples of practical application of this section of the by-laws.

 

SECTION B – All persons desiring to unite with this Church shall sign an application to become a part of the fellowship, complete the required member process, sign the member covenant, and shall appear before at least one church member making a confession or reaffirmation of their faith in Jesus Christ as their Lord and Savior. Candidates coming in by transfer of letter from another church will follow the same procedure. Candidates having been approved by at least one church member must affirm by signature their agreement with the Doctrinal Statement and the Bylaws of Mars Hill Church. They must also agree to support in worship, giving, and service, and satisfy other conditions of fellowship defined by the Council of Elders.

Note: There is no scriptural basis for such a covenant. The church is the collective members of the body of Christ. Assembling together for worship, for teaching, for prayer and for fellowship demands no formal legally binding covenant. Any such covenant as this serves as primarily as a basis for coming under church discipline if such covenant is deemed by the executive eldership to have been broken by the member. See below.

 

SECTION C – Church Discipline. The threefold purpose of church discipline is to glorify God by maintaining purity in the local church, to edify believers by deterring sin, and to promote the spiritual welfare of the offending believer by calling him or her to return to a biblical standard of doctrine and conduct.

 

  1. Members of Mars Hill Church and all other professing Christians who regularly attend or fellowship with this church who err in doctrine, or who engage in conduct that violates Scripture as determined by any two or more elders, shall be subject to church discipline. Each potential case of discipline will be weighed on its own merits and dealt with according to Scripture.

Note: Matthew 18 was decidedly not followed in the present proceedings against two church elders. Since they were not protected scripturally, there is no assurance that members would be treated any differently. These by-laws then serve as the basis for church abuse, not church discipline

 

  1. Members of Mars Hill Church are not guaranteed confidentiality regarding issues of church discipline, and understand that in submitting themselves to the authority of the church, issues of a sensitive or personal nature may become known to others. This includes, but is not limited to, notification of the authorities if a crime has been committed or if a real threat of someone being endangered exists, as well as other violations of scripture that may not result in physical danger.

Note: These unspecified violations have recently resulted in public disclosure of characterizations of elders which included; “mistrust, divisiveness, power-hungry and sinful.” These accusations are matters of opinion, however being leveled by executive elders, take on the weight of truth and serve more to assassinate character than uphold the purity of Christ’s body. This then becomes the basis for church abuse, not church discipline.

 

  1. Those who are members of the church or who regularly participate in church activities may be dismissed from the church by the agreement of at least two elders. The dismissal of a church member may be made known to all church members.

Note: There is no mention here of what violations may result in such dis-fellowshipping. There may be a scriptural basis or there may not be. It may be for reasons that are mere opinions, false accusation, general violations, sinfulness, divisiveness, disagreement, or other unspecified conduct. There is no mention of the biblical procedure according to Matthew 18, and there is no recourse by the member to have his name cleared or his fellowship reinstated. All of which is decidedly unscriptural.

 

  1. A person dismissed from Mars Hill Church for disciplinary reasons may be reinstated to full membership if the person’s repentance is accepted as genuine by the elders that oversaw the person’s discipline.

Note: A brother offended is harder to win than an enemy. If the elders who dismissed the member are to judge the sincerity of the repentance, there may well be personal affront to overcome. Thus these same elder’s opinions of true repentance may in fact be biased, and they should rather recuse themselves. Repentance is a change of mind, heart and direction. These are verifiable and observable, and may be determined by any of the elders in church leadership.

 

  1. Each member of this church, and every other professing Christian who regularly attends or fellowships with this church, agrees that there shall be no appeal to any court because of a discipline process or dismissal. A member who is under discipline by the church, as defined in the previous paragraphs, forfeits and waives the right to resign from Mars Hill Church. Resignation is possible only by a member who is in good standing and who is not under any disciplinary action.

Note: It is decidedly unwise for any person to give up his legal rights in a free society to a heirarchal structure which affords no real accountability. You must ask yourselves why there is no possible appeal to any court? Why? Not even for criminal behavior? Why? No right to resign? Who would relinquish this right? To what other organization do you belong which demands this?

 

6. Separate and apart from the process of church discipline, but subject to the discretion and approval of any two or more elders, a member, non-member regular participant in church activities, or other individual, may be notified that he or she is not to be present upon church premises or at church activities for such a period of time as is deemed necessary for the safety and well-being of others. Such required absence may, but need not, be concurrent with church discipline of that person.

 

  1. Separate and apart from the process of church discipline, but

subject to the discretion and approval of any two or more elders, members who have not met all of the criteria of church membership for a period of six months or longer may be removed as a member of Mars Hill Church and may be asked to no longer attend Mars Hill Church.

 

Note: Though Christ is initially mentioned as the head of this church, it is readily apparent that the real headship of this body resides with only three men without oversight

 

 

 

ARTICLE IX

Indemnification

 

SECTION A – The Corporation shall have the following powers:

 

1. Power to Indemnify. The corporation may indemnify and hold harmless to the full extent permitted by applicable law each person who was or is made a party to or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or other proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or, being or having been such a director, officer, employee or agent, he or she is or was serving at the request of the corporation as a director, officer, employee, agent, trustee, or in any other capacity of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or omission in an official capacity or in any other capacity while serving as a director, officer, employee, agent, trustee or in any other capacity, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually or reasonably incurred or suffered by such person in connection therewith. Such indemnification may continue as to a person who has ceased to be a director, officer, employee or agent of the corporation and shall inure to the benefit of his or her heirs and personal representatives.

 

2. Power to Pay Expenses in Advance of Final Disposition. The corporation may pay expenses incurred in defending any proceeding in advance of its final disposition (hereinafter “advancement of expenses”); provided, however, that any advancement of expenses shall be made to or on behalf of a director, officer, employee or agent only upon delivery to the corporation of (a) a written affirmation of the director’s, officer’s, employee’s or agent’s good faith belief that he or she has met the standard of conduct described in RCW 23B.08.510, and (b) a written undertaking, by or on behalf of such director, officer, employee or agent, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such director, officer, employee or agent is not entitled to be indemnified under this Article or otherwise, which undertaking may be unsecured and may be accepted without reference to financial ability to make repayment.

 

3. Power to Enter into Contracts. The corporation may enter into contracts with any person who is or was a director, officer, employee or agent of the corporation in furtherance of the provisions of this Article and may create a trust fund, grant a security interest in property of the corporation, or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.

 

4. Expansion of Powers. If the Washington Business Corporation Act or the Washington Nonprofit Corporation Act is amended in the future to expand or increase the power of the corporation to indemnify, to pay expenses in advance of final disposition, to enter into contracts, or to expand or increase any similar or related power, then, without any further requirement of action by the directors of this corporation, the powers described in this Article shall be expanded and increased to the fullest extent permitted by the Washington Business Corporation Act and the Washington Nonprofit Corporation Act, as so amended.

 

5. Limitation of Powers. No indemnification shall be provided under this Article to any such person if the corporation is prohibited by the Washington Business Corporation Act or other applicable law as then in effect from paying such indemnification. For example, no indemnification shall be provided to any person in respect of any proceeding, whether or not involving action in his or her official capacity, in which he or she shall have been finally adjudged to be liable on the basis of intentional misconduct or knowing violation of law by the person, or from conduct of a director in violation of RCW 23B.08.310, or that the person personally received a benefit in money, property or services to which the person was not legally entitled.

 

SECTION B – Indemnification of Directors, Officers, Employees and Agents.

 

1. Directors. The corporation shall indemnify and hold harmless any person who is or was a director of this corporation, and pay expenses in advance of final disposition of a proceeding, to the full extent to which the corporation is empowered.

 

2. Officers, Employees, and Agents. The corporation, by action of its Board of Directors, may indemnify and hold harmless any person who is or was an officer, employee or agent of the corporation, and provide advancement of expenses to the full extent to which the corporation is empowered, or to any lesser extent which the Board of Directors may determine.

 

3. Character of Rights. To the extent the rights of indemnification and advancement of expenses have been conferred by or pursuant to this Article, such rights shall be contract rights.

 

4. Enforcement. A director (“Claimant”) shall be presumed to be entitled to indemnification and/or advancement of expenses under this Article upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the undertaking in Section 1.2 above has been delivered to the corporation) and thereafter the corporation shall have the burden of proof to overcome the presumption that the Claimant is so entitled.

 

If a claim under this Article is not paid in full by the corporation within sixty days after a written claim has been received by the corporation, except in the case of a claim for advancement of expenses, in which case the applicable period shall be twenty days, the Claimant may at any time hereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part, the Claimant shall also be entitled to be paid the expense of prosecuting such claim. Neither the failure of the corporation (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of or advancement of expenses to the Claimant is proper in the circumstances nor an actual determination by the corporation (including its Board of Directors or independent legal counsel) that the Claimant is not entitled to indemnification or advancement of expenses shall be a defense to the action or create a presumption that the Claimant is not so entitled.

 

5. Rights Not Exclusive. The right to indemnification and advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or Bylaws of the corporation, agreement, vote of disinterested directors, or otherwise.

 

SECTION C – Insurance. The corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or any person who, while a director, officer, employee or agent of the corporation, is or was a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Washington Business Corporation Act.

 

SECTION D – Survival of Benefits. Any repeal or modification of this Article shall not adversely affect any right of any person existing at the time of such repeal or modification.

 

SECTION E – Severability. If any provision of this Article or any application thereof shall be invalid, unenforceable or contrary to applicable law, the remainder of this Article, or the application of such provision to persons or circumstances other than those as to which it is held invalid, unenforceable or contrary to applicable law, shall not be affected thereby and shall continue in full force and effect.

 

SECTION F – Applicable Law. For purposes of this Article, “applicable law” shall at all times be construed as the applicable law in effect at the date indemnification may be sought, or the law in effect at the date of the action, omission or other event giving rise to the situation for which indemnification may be sought, whichever is selected by the person seeking indemnification.

 

 

ARTICLE X

Amendments to Articles and Bylaws

 

Proposed amendments to the Articles of Incorporation or Bylaws shall generally be approved by the Executive Elder Team prior to submission to the Board of Directors to be adopted by simple majority.

 

 

ARTICLE XI

Administrative Provisions

 

SECTION A – Definitions.

 

“Deliver” means: (a) mailing; (b) transmission by facsimile equipment, for purposes of delivering a demand, consent, notice, or waiver to the corporation or one of its directors or officers; (c) electronic transmission, in accordance with the director’s or officer’s consent, for purposes of delivering a demand, consent, notice, or waiver to the corporation or one of its directors or officers under Section B.

 

“Electronic transmission” means an electronic communication (a) not directly involving the physical transfer of a record in a tangible medium and (b) that may be retained, retrieved, and reviewed by the sender and the recipient thereof, and that may be directly reproduced in a tangible medium by a sender and recipient.

 

“Execute,” “executes,” or “executed” means (a) signed, with respect to a written record or (b) electronically transmitted along with sufficient information to determine the sender’s identity, with respect to an electronic transmission.

 

“Record” means information inscribed on a tangible medium or contained in an electronic transmission.

 

“Tangible medium” means a writing, copy of a writing, facsimile, or a physical reproduction, each on paper or on other tangible material.

 

Any term not defined in these bylaws shall have the definition in Chapter 24.03 RCW, as presently enacted or hereafter amended.

 

SECTION B – Electronic Notice.

 

1. Consent to Electronic Notice. In order to consent to notice via electronic transmission, a director or officer must, in a record, designate in the consent the appropriate electronic format and the address or system to which notices may be electronically transmitted, for example, specify an email address to which such electronic transmission may be sent.

 

2 Revocation of Consent to Electronic Notice. A director or officer who has consented to receipt of electronically transmitted notices may revoke the consent by delivering a revocation to the corporation, in the form of a record (sent to the attention of the secretary). Additionally, the consent of any director or officer is revoked if the corporation is unable to electronically transmit two consecutive notices given by the corporation in accordance with the consent, and this inability becomes known to the secretary of the corporation or other person responsible for giving the notice. The inadvertent failure by the corporation to treat this inability as a revocation does not invalidate any meeting or other action.

 

SECTION C – Effective Date of Delivery. If notice is mailed, it shall be deemed delivered when deposited in the mail properly addressed to the director or officer at his or her address as it appears on the records of the corporation with postage thereon prepaid. If the notice is by electronic transmission, it shall be deemed delivered when it is transmitted electronically in accordance with the consent of the director or officer. All other notice in tangible medium shall be deemed delivered upon receipt.

 

 

 

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5 Responses to Lets discuss the new by-laws of Mars Hill Church

  1. […] Mark Driscoll and Company: Master Architects of Arbitrariness In the new Mars Hill Church Bylaws, Mark Driscoll and the elders approved a section on church discipline. It is a magnificent example of the Art of Arbitrariness. PH is sparing the reader all of the boring bylaw detail, and has included only the silliest parts for your reading pleasure. (Complete with comments that were in part ripped off from Gregg Neilson’s much fuller documentation and commentary, found HERE.) […]

  2. J. R. Miller says:

    I am confused. 3 years ago I was at a MH / Acts 29 training on Elder polity. At the time, MH said their leadership structure was the Biblical way to do Elders. Now because they want to go multi-site, they have changed the role of Elders to a 3 tiered hierarchy.

    1. I am not understanding, how the biblical role of Elder changed?
    2. Where is the 3 tiered structure, now used, shown in Scripture?
    3. If the former structure did not become “practical” for the new multi-site vision, why did the biblical role of Elder change instead of the vision?

  3. Russell Ward says:

    I am a volunteer pastor at a church in Jax, FL. We are revisiting our bylaws to reflect better balance and accountability and would seek your input. We have appreciated your analysis of Mars Hill’s bylaws and would like to talk directly to you as a “counselor” and adviser to the work we are creating in FL. If you feel comfortable, please contact me via email to begin the dialogue. Thank you

  4. Cash For Settlement…

    […]Lets discuss the new by-laws of Mars Hill Church « Seeking Justice & Reconciliation at Mars Hill Church[…]…

  5. brgulker says:

    Wow. Huge thanks for tackling this thorny subject.

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