Bylaws and Constitution

Constitution of First Baptist Church of Los Lunas

Adopted April 24, 2024

ARTICLE I – NAME
The name of the Corporation (hereinafter referred to as the Church) is FIRST BAPTIST CHURCH OF LOS LUNAS. The corporation’s principal place of business and mailing address is 914 Los Lentes Rd., S.E., Los Lunas, NM 87031. The corporation may sometimes be referred to in this document as FBCLL.

ARTICLE II – DURATION
This corporation will have perpetual existence.

ARTICLE III – PURPOSES
The First Baptist Church of Los Lunas is a Christian church formed under the Lordship of Jesus Christ. This Church may engage in any lawful act or activity authorized by New Mexico law that is consistent with a church of the Lord Jesus Christ.

ARTICLE IV – RESTRICTIONS
No part of the net earnings of the Church will inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the Church is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions to further the purposes set forth in Article 3.

ARTICLE V – MEMBERS AND DIRECTORS
The government of the Church is vested in the body of believers who compose its membership. The requirements and qualifications for membership, as well as the voting rights of members, will be set forth in the Church’s bylaws. The Board of Directors will be known and referred to as the Board of Elders. The management of the Church is vested in the Board of Elders, which will consist of at least three church members as required by law. The requirements and qualifications for service as an Elder will be set forth in the Church’s bylaws.

ARTICLE VI – DISSOLUTION
Upon the dissolution or other termination of the Church, the Board of Trustees will, after paying or making provision for the payment of all its liabilities, dispose of all its assets to The Baptist of Convention of New Mexico, a New Mexico nonprofit corporation, or to the Central Baptist Association, a New Mexico nonprofit corporation, or both.
If a division of membership occurs, the title to and possession of all Church assets will remain with the group that remains in cooperation with The Baptist Convention of New Mexico. A church is in cooperation with The Baptist Convention of New Mexico only if the church is entitled to seat messengers at the annual convention of The Baptist Convention of New Mexico under the Articles of Incorporation and Bylaws of The Baptist Convention of New Mexico, then in effect.

ARTICLE VII – STATEMENT OF FAITH
The 2000 statement of The Baptist Faith and Message is the doctrinal guideline for the Church as supplemented by this article.
1. Scripture. The Holy Bible was written by people divinely inspired and is God’s revelation of Himself to man. The Bible is a perfect treasure of divine instruction, having God for its author, salvation for its end, and truth, without any mixture of error, for its matter. Therefore, all Scripture is totally true and trustworthy. Scripture reveals the principles by which God judges us, and therefore is, and will remain to the end of the world, the true center of Christian union and the supreme standard by which all human conduct, creeds, and religious opinions should be tried. All Scripture is a testimony to Christ, who is Himself the focus of divine revelation.
2. Humans. All human life is sacred and created by God in His image. Human life is of inestimable worth in all its dimensions, including preborn babies, the aged, the physically or mentally challenged, and every other state or condition from conception through death. Christians are called to defend, protect, and value all human life. Every person must be afforded compassion, love, kindness, respect, and dignity regardless of their race, faith, or gender preferences.
3. The Family. God has ordained the family as the foundational institution of human society. The family is composed of persons related to one another by marriage, blood, or adoption. Marriage is the uniting of one biological male and one biological female in covenant commitment for a lifetime. Accordingly, this Church, its pastors, staff, elders, and members will not participate in nor solemnize any union or marriage not consistent with this Statement of Faith, nor shall the Church’s property or resources be used for such purposes.
4. Human Sexuality. The Bible teaches that legitimate sexual relations are exercised solely within a Biblical marriage relationship. Therefore, sexual activities such as, but not limited to, adultery, fornication, incest, homosexual relations, pedophilia, and bestiality are sinful and violate biblical standards of appropriate behavior. Further, we believe the creation, distribution, and viewing of pornography, as well as efforts to change biological sex, are also sinful and violate biblical standards of appropriate behavior.
5. Service in the Church. The Church shall not employ any person in a ministry position, whether voluntary or paid, who does not subscribe to the Statement of Faith in this Article as his or her doctrinal guideline.
6. Use of Church Resources. The Church’s property, facilities, and resources are exclusively for the use of Church members and their families and only for purposes that do not violate this Statement of Faith. The Church may impose fees, deposits, and guidelines for use that include cleaning requirements and ministry or staff supervision. Smoking and alcoholic beverages are not permitted on Church property. The Church is not a public accommodation.

ARTICLE VIII – PROVISIONS FOR REGULATION OF INTERNAL AFFAIRS OF THE CHURCH
The Church will adopt bylaws to regulate its internal affairs.

ARTICLE IX – INDEMNIFICATION
The Church will indemnify any elder, minister, or officer who is made a party or who is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, except as indicated below. The indemnity will be for judgments, amounts paid in settlement, and reasonable expenses, including attorneys’ fees, actually and necessarily incurred because of such action, suit, proceeding, or any appeal. This indemnity is contingent upon the indemnified person’s successful defense and only if the person acted in good faith, in the reasonable belief that the action was in the best interests of the Church, and in criminal actions or proceedings, without reasonable ground for belief that such action was unlawful.
This indemnification will not apply in a situation in which the Church, or anyone lawfully acting on behalf of the Church, seeks to procure a judgment in favor of the Church against the indemnified person for an act alleged to have been committed by a person in his or her capacity as an elder, minister, or officer of the Corporation.
The Members will have the sole discretion to determine whether amounts for which an elder, minister, or officer seeks indemnification were properly incurred, whether a settlement in either a civil or criminal proceeding is considered a successful defense, and whether the trustee or officer acted in good faith and in a manner the person reasonably believed to be in the best interest of the Church. Regarding criminal proceedings, the Members have sole discretion to determine whether the person seeking indemnity had reasonable ground for belief that the action was unlawful. The Members will make these determinations by a majority vote at a business meeting called for that purpose. An elder, minister, or officer seeking indemnity will not be entitled to vote on this issue.

ARTICLE X – AMENDMENT
Amendment to these articles must be recommended by a majority vote of the Board of Elders and adopted by the members at a special meeting called for the purpose and by a vote of three-fourths of the members present and voting. The special meeting must have a quorum as defined in the bylaws, and notice of the meeting must be made from the pulpit at regularly scheduled worship services on at least two consecutive Sundays prior to the meeting. The members must be provided with a copy of the proposed amendment at least two weeks prior to the special meeting.

ARTICLE XI – REGISTERED AGENT
The Registered Agent of the Church shall be appointed by the elders and the address of the registered agent must be that of the Church. The Registered Agent, upon adoption of these Amended and Restated Articles of Incorporation, shall be Arleen D. Montgomery at 914 Los Lentes Rd., S.E., Los Lunas, NM 87031.

THE ARTICLES OF AMENDMENT CONTINUE BELOW:

ARTICLE 3 OF THE ARTICLES OF AMENDMENT
The corporation is presently governed by the membership, who transact business through their Board of Directors, known as the Board of Elders.

The Board of Elders approved and proposed these Articles of Amendment to the Church and the members adopted them by a three-quarter vote of the active members present. Notice of the meeting was furnished to the members by an announcement from the pulpit on two successive Sundays prior to the meeting at which the amendment was considered, and copies of the proposed Articles of Amendment were furnished to the members no less than two weeks prior to the meeting.

 


By-Laws of First Baptist Church of Los Lunas

Adopted April 24, 2024

ARTICLE 1 – IDENTIFICATION
Section 1.1 Name
The name of the Corporation is First Baptist Church of Los Lunas, a New Mexico nonprofit corporation, which may be referred to as “the Church” or “the Corporation.”
Section 1.2 Registered Office and Registered Agent
The address of the Corporation’s registered office shall be the Church street address. The Board of Elders shall appoint the Registered Agent.
Section 1.3 Fiscal Year
The fiscal year of the Church shall begin on the first day of January in each year and end on the last day of the following December.
Section 1.4 Church Government
The government of the Church is vested in the body of believers who compose its resident membership and its Board of Elders.
Section 1.5 Cooperation
The Church shall not be subject to the control of any other ecclesiastical body but recognizes and sustains the benefits of mutual counsel and cooperation with the churches of The Baptist Convention of New Mexico and Central Baptist Association. Such cooperation is predicated on respect for the Church’s autonomy and its Statement of Faith.
ARTICLE 2 ‒ MEMBERSHIP
Section 2.1 Membership
Members of the Church shall consist solely of persons who confess Jesus Christ to be their Savior and Lord and who have been scripturally baptized.
Section 2.2 Procedure for Membership
Persons who desire membership in the Church shall make that known to the Pastor or another elder of the church. The elders shall determine whether a candidate for membership fulfills the requirements of these bylaws for membership.
Section 2.3 Transfers
Persons are eligible for membership in this Church, although this church did not baptize them, upon promise of a letter of recommendation or transfer from a church that practices Scriptural baptism as defined in Section 2.5.
Section 2.4 Statements
Persons are also eligible for membership in this Church, although this church did not baptize them, upon presentation of satisfactory evidence as to their prior conversion experience and Scriptural baptism.
Section 2.5 Scriptural Baptism
Scriptural baptism, as the term is used in these Bylaws, is baptism that meets all four of the following standards: 1) The baptism follows conversion; 2) The baptism is by immersion, or if the person could not be immersed because of medical limitations, by effusion (pouring) or aspersion (sprinkling); 3) The baptism is performed in the name of the Father, the Son, and the Holy Spirit; and 4) The baptism is symbolic of identification with Christ and His body and is in no way responsible for salvation.
Section 2.6 Duties of Members
Members shall be faithful in all duties essential to the Christian life, including attendance at services, faithful stewardship, prayer, love for all the body of believers, participation in ministry, and progress toward holiness (sanctification).
Section 2.7 Voting Rights
Every member of the Church, except one who is on the non-resident membership roll pursuant to Section 2.10, is entitled to vote at all meetings on all questions submitted to the Church, provided the member is present. There shall be no absentee or proxy voting.
Section 2.8 Termination
The Church may terminate membership in the following ways: 1) Death; 2) Letter of recommendation or transfer to another church when requested by the other church; or 3) Exclusion upon disciplinary action of the Church.
Section 2.9 Discipline
(A) The basic purpose of the Church in the discipline process is to function as a redemptive community. The Church shall take every reasonable measure to assist a troubled member. The pastor, other members of the ministerial staff, and the elders are available for counsel and guidance. Redemption, reconciliation, and restoration, rather than punishment, shall be the guideline that governs the attitude of one member toward another.
(B) If some serious condition exists that causes or may cause a member to become a liability to the general welfare of the Church, the pastor, and the elders shall take every reasonable measure to resolve the problem. A spirit of Christian kindness, love, and forbearance shall pervade all such proceedings.
(C) If the pastor and the elders conclude that redemption, reconciliation, and restoration of the offending member does not appear likely and the welfare of the Church will best be served by the exclusion of the member, then upon a vote of three-fourths of the elders, the Church shall terminate the membership of the offending person.
(D) A person whose membership is terminated through the disciplinary process may be restored to membership by the Elder Board upon satisfactory evidence of his or her repentance and reformation.
Section 2.10 Non-resident Members
Any member who has moved away from the church community or who has not attended any worship services of the Church for a period of one year shall be placed on the non-resident membership roll and is not entitled to vote on any church business.
Section 2.11 Restoration to Resident Membership
Any person who was placed on the non-resident roll may be restored to resident membership upon approval of the Elder Board.
Section 2.12 Quorum
A quorum for purposes of conducting Church business, except as otherwise set forth in these Bylaws, shall be twenty-five percent of the resident members.
Section 2.13 Conduct of business and voting.
Unless otherwise specified in these Bylaws, the current edition of Robert’s Rules of Order shall govern the conduct of business meetings. A simple majority vote shall be required for approval of all business. Each member should cast his or her vote only after personally seeking the mind of Christ on each matter.
Section 2.14 Special voting procedure
(A) Recognizing that the mission and function of the Church involve the Kingdom of God; that the Kingdom of God operates on different principles than the secular world; and that immeasurable harm has been done to individual persons and the Kingdom of God by impulsive and ill-considered words and conduct at church business meetings; the following special voting procedure may be invoked unilaterally by the pastor, an elder, or the moderator of a church meeting upon a declaration that the business under consideration should be handled according to Kingdom principles or similar such declaration.
(B) Upon such a declaration, all debate shall cease on the question, and the moderator shall choose four members to speak on the question: two members to speak for the question and two members to speak against the question.
(C) The moderator shall then set a date for the chosen members to speak, which date shall be on a Sunday evening not less than one week in the future.
(D) At the appointed date, the moderator shall open the meeting with prayer and the chosen members shall make their presentations. No other debate shall be allowed and no further discussion shall take place. The meeting shall conclude with prayer.
(E) The members shall come together solely for prayer on the following Sunday evening. There shall be no debate nor discussion of the issue during this prayer meeting.
(F) Then the following Sunday evening, the meeting shall be opened with prayer and the matter shall come before the members for vote. There shall be no debate nor discussion of the issue.
(G) The moderator may take the vote by voice, show of hands, or secretly, at his or her discretion. The only resident members eligible to vote on the issue shall be those who are present and have attended both of the preceding Sunday night sessions.
(H) There shall be no quorum requirement for any of the three Sunday night meetings set forth in this section.
Section 2.15 Meetings
The Church shall hold meetings of the members, whether annual, regular, or special, at the location where the church normally gathers to worship. The senior pastor, when he is present, shall be the moderator at all church business meetings. The Elder Board, at any business meeting in which the senior pastor is not present, shall appoint a moderator for the meeting.
Section 2.16 Special Meetings
The Senior Pastor or the Elder Board may call a special meeting. The special meeting must be announced from the pulpit on at least two successive Sunday worship services prior to the special meeting. Every notice shall state: 1) the date and time of the special meeting, and 2) the purpose of the meeting. The members shall not transact any business at a special meeting other than as stated in the notice of the meeting.
Section 2.17 Annual Meetings
The purpose of the annual meeting is the adoption of a budget. The annual meeting must be announced from the pulpit on at least two consecutive Sunday worship services prior to the annual meeting. Every notice shall state: (1) the date and time of the annual meeting, and (2) that the purpose of the meeting is to adopt a budget. The members shall not transact any business at an annual meeting other than as stated in the notice of the meeting.
ARTICLE 3 ‒ BOARD OF ELDERS
Section 3.1 Management
The Board of Elders shall manage the Church.
Section 3.2 Number and Qualifications
(A) There must be at least three (3) elders. The number of elders may be increased or decreased as the Board of Elders determines. However, no decrease shall shorten the term of any incumbent elder.
(B) An Elder must meet the qualifications of 1 Timothy 3:1-7 and Titus 1:6-9. An Elder must have been an active member of the Church for at least three years prior to serving, except that a senior pastor called by the Church is entitled to serve as an Elder upon accepting the call of the Church. A minister called by the church who has been a member of the church for at least three years shall become an Elder upon accepting the call of the church. If the minister has not been a member of the church for at least three years, then the minister shall become an Elder after having been a member for three years.
Section 3.3 Election
(A) Members of the Board of Elders shall be nominated by the Board of Elders and approved by the church at a special meeting called for that purpose. An Elder shall hold office until death, dismissal, or resignation.
(B) An Elder may be dismissed by the Elder Board on the same grounds and the same process as that for members in Section 2.9.
(C) An Elder may be dismissed by the Elder Board for disability upon a finding of disability made by the unanimous vote of the other elders.
(D) An Elder who is a minister called by the church shall be terminated as an Elder when he ceases to function as a minister.
Section 3.4 Oversight by Elder Board
The Elder Board shall oversee the work of the deacons and provide guidance and direction.
Section 3.5 Quorum
A majority of the Board of Elders shall constitute a quorum for the transaction of business. The act of the majority of the Elders present at a meeting at which a quorum is present shall be the act of the Board of Elders unless a statute, the Articles of Incorporation, or the Bylaws require the act of a greater number. In the absence of a quorum, any two of the Elders present may adjourn any meeting from time to time until they have a quorum. The Elders need not provide notice of any such adjourned meeting.
Section 3.6 Meetings
The Board of Elders shall determine by consensus the times and places of their meetings.
Section 3.7 Resignation
An Elder may resign at any time by giving written notice to the Board of Elders. The resignation of an Elder shall take effect at the time specified in the notice, and unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.
Section 3.8 Compensation
Members of the Board of Elders shall not receive any compensation for their service as an Elder. This does not preclude any Elder from serving the Church in any other capacity and receiving compensation for that service as allowed by these Bylaws.
ARTICLE 4 ‒ THE OFFICERS
Section 4.1 Officers
The Officers of the Church shall consist of a President, Vice President, Secretary, and Treasurer. The Bylaws set forth the authority and duties of each of these officers. One person may hold two or more of these offices, except that the same person may not be both president and secretary. The Officers shall be elected by the Elder Board.
Section 4.2 The President
The President shall be the Senior Pastor and shall have active executive management of the corporation’s operations, subject, however, to the control of the Elders and members as set forth in these Bylaws. When authorized by the Elders or the Church, the President may execute deeds, mortgages, bonds, contracts, or other instruments in the name of the Church. When the Church is without a Senior Pastor, the Elders shall elect a temporary president to exercise the duties of the office until another Senior Pastor is called.
Section 4.3 The Vice President
The vice president must be an Elder and shall perform all business other than pastoral duties incumbent upon the president during the absence or disability of the president, and shall perform such other duties as these Bylaws or the Elders may prescribe.
Section 4.4 The Secretary
The Secretary shall attend to the giving of all notices of the Church. The Secretary shall be the custodian of the seal of the Corporation and shall affix and attest the seal to any and all authorized documents, though a seal shall not be required for a document to be valid or legally effective. The Secretary shall have charge of the books, records, and papers of the Corporation relating to its organization as a corporation and shall see that all reports, statements, and other documents required by law are properly filed, except to the extent that the same are to be filed or kept by the Treasurer. The Secretary shall perform all the duties normally incident to the office of Secretary and church clerk and such other duties as may from time to time be assigned by the Elders.
Section 4.5 The Treasurer
The Treasurer shall have the care and custody of all the funds and securities of the Corporation and shall deposit the same in the name of the Corporation in such financial institutions as the Elder Board may select. The Treasurer shall keep, or cause to be kept, and shall be responsible for the keeping of accurate and adequate records of the assets, liabilities, and financial transactions of the Corporation. The Treasurer shall timely provide every person who contributes to the church with an annual accounting for their contributions. The Treasurer shall perform all duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Elder Board.
Section 4.6 Compensation
Officers shall not receive compensation for their service. However, this does not preclude any officer from serving the Church in any other capacity and receiving compensation for that service as authorized by the Elder Board and approved by the Members. The Church may reimburse all officers for reasonable expenses incurred in performing their duties.
ARTICLE 5 ‒ MINISTERIAL STAFF
Section 5.1 Ministerial Staff
The ministerial staff of the church shall consist of a senior pastor and may also include one or more associate pastors or other ministers. The powers, duties, and compensation of all pastors and ministers shall determined by the Elder Board and approved by the members, except that the powers and duties of the Senior Pastor are set forth in these Bylaws in Section 5.2.
Section 5.2 Senior Pastor
(A) The senior pastor shall be an ordained Baptist minister of the gospel. Qualifications for a pastor are based upon Biblical qualifications found in 1 Timothy 3:1-12. The duties and powers of the senior pastor shall be as set forth in Scripture. The senior pastor shall lead and administer the general program of the church, working closely with the Elder Board in coordinating and implementing the overall church program.
(B) The senior pastor shall serve as the president of the Corporation and provide leadership and supervision to all paid personnel. When he is present, the senior pastor shall be the moderator at all church business meetings. The Elder Board, in the absence of the senior pastor, shall appoint a moderator for the meeting. The senior pastor shall be selected and called by the Elders and elected by the church members. The senior pastor shall serve indefinitely at the will of God and the church. The senior pastor shall receive such compensation as the Elders recommend and the Church authorizes.
Section 5.3 The Calling of Pastors and Ministers
(A) When a vacancy occurs in the office of a senior pastor, the Elders shall consider the wisdom of calling an intentional interim pastor. The Elder Board shall recommend the compensation of an interim pastor, which must be approved by the members.
(B) In calling a senior pastor, the Elder Board shall solicit the input and recommendations of the membership and may appoint a pastor search committee to provide advice and counsel.
(C) The call of a pastor or minister shall take place at a special meeting called for that purpose and with notice as required by Section 2.16.
Section 5.4 Associate pastors and other ministerial staff
(A) The Church may have one or more associate pastors or other ministerial staff who shall carry such title and perform such duties as designated by the Elder Board. The Elder Board shall select and present proposed associate pastors and other staff members to the Church for approval.
(B) The Church must have an opportunity to hear the proposed associate pastor or other minister preach twice, hear the Elder Board’s recommendation, and assess the pastoral candidate’s call and abilities.
(C) The compensation of associate pastors and other staff members shall be as recommended by the Elder Board and approved by the Church.
Section 5.5 Removal of Senior Pastor, Associate Pastor, or Minister
The church may remove a pastor or minister only for cause and upon the recommendation of the Elder Board. The removal must be authorized by a vote of two-thirds of the resident members present at a special meeting called for that purpose.
ARTICLE 6 ‒ DEACONS
Section 6.1 Qualifications
Qualifications for deacons are based upon biblical qualifications found in 1 Timothy 3:8-12. Deacons must have been an active member of the church for at least one year prior to election.
Section 6.2 Duties
The deacons are servant leaders in the Church, doing and assisting in all things that contribute to the welfare of the Church and that advance the Kingdom of God. The Elder Board may set specific duties.
Section 6.3 Election
The deacons shall be nominated by the Church members, approved by the Elder Board, and then voted upon by the Church members at a special meeting called for that purpose. Deacons shall serve until they resign or are dismissed by the Elder Board. Dismissal by the Elder Board does not need to be for cause.
ARTICLE 7 ‒ MISCELLANEOUS PROVISIONS
Section 7.1 Signing of Contracts
The president, acting with any Elder, shall have the power to sign any contract or other instrument in the name and on behalf of the Corporation, if so authorized by the Elder Board or the the members. The Elder Board may authorize any Elder, Minister, officer or, or several of them, in the name of and on behalf of the Corporation, to enter into any contract or sign and deliver any instrument, and such authority may be general or confined to specific instances. No trustee, officer, employee, or agent shall have any power to bind the Church by any contract or engagement or to pledge the credit of the Church or render it financially liable for any purpose or in any amount without authorization by the members. No real property shall be conveyed without the approval of both the Elder Board and by the members at a meeting called for that purpose.
Section 7.2 Loans
No debt shall be incurred on behalf of the Corporation unless authorized by the members.
ARTICLE 8 ‒ AMENDMENT OF BYLAWS
The Elder Board may recommend altering, amending, or repealing these Bylaws, or any of them, which must be approved by the resident members acting at a special meeting called for that purpose and approved by a two-thirds (2/3) vote of the resident members present.