Bylaws of Celebration Church, Inc.

The name of the Corporation is Celebration Church, Inc., further referred to in these Bylaws as the "Church." The Church maintains its principal office at 1915 Airline Drive, Metairie, Louisiana 70001.

The Board of Directors shall have full power and authority to change the principal office from one location to another. Any such change shall be recorded by the Secretary on these Bylaws or this section may be amended to state the new location.

Section A — Mission

To lead people to become fully devoted followers of Jesus Christ and difference-makers in the world.

Section B — General Vision

We pray God will use Celebration to:

1. Exalt Jesus (Ephesians 3:21)
2. Transform Lives (Titus 3:3–7)
3. Strengthen Families (Acts 16:19–34)
4. Improve Communities (Acts 8:5–8)
5. Impact our World (Matthew 28:19–20)

Section C — Philosophy Statement

Celebration Church intends to carry out its mission through:

1. Inspirational Worship — creating an atmosphere of joy, acceptance, innovation, and relevance so the unchurched feel welcome, Christians are challenged and strengthened, and the Lord is exalted.
2. Caring Community — building healthy families and friendships through small groups, teaching, equipping, counseling, and social activities.
3. Meaningful Ministry — meeting the needs of people through personal ministry and small groups.
4. Strategic Disciple-making — developing Christians and Christian leaders through prayer, mentoring, teaching, training, and hands-on ministry.
5. Missions Outreach — reaching the greater New Orleans metropolitan area and the world through vibrant worship services, family and focus small groups, community lay ministry, mission action, Christian productions, and prayer.

This Church seeks to have a global and regional impact by providing opportunities for spiritual, physical, intellectual, social, and cultural development.

Section D — Purpose

The purpose of Celebration Church's ministry is to expose non-Christians in greater New Orleans to the gospel, and then evangelize, enlist, equip and empower them to make disciples in the city and the world via small groups and celebrations (church services).

Section E — Values Statement

At Celebration Church we believe that everyone counts.

We affirm the Holy Bible as the inspired, infallible Word of God, and as the only basis for our beliefs. The Doctrinal Statement of Celebration Church (adopted March 1990) is attached.

The Church is autonomous and maintains the right to govern its own affairs, independent of any denominational control. Recognizing the benefits of fellowship and cooperation with other churches in fulfilling the Great Commission, this Church voluntarily affiliates with various denominational and non-denominational organizations.

Section A — Definition and Class

Membership consists of all persons who have met the qualifications for membership and are listed on the membership roll. The Church shall have one class of membership.

Section B — Qualifications for Membership

1. A personal commitment of faith in Jesus Christ for salvation
2. Baptism by immersion as a testimony of salvation
3. Completion of the Church's membership class
4. Signing the membership agreement and a commitment to abide by its terms

Section C — Responsibilities of Membership

The responsibilities of membership are described in the Church's membership agreement.

Section D — Voting Rights

Every Member eighteen (18) years of age or older shall have the right to vote on the following matters:

• The merger or dissolution of the Church
• Amendments to the Articles of Incorporation or Bylaws
• The calling or removal of the Lead Pastor (voting by proxy on removal is prohibited)
• Other matters described herein calling for a vote of members (see Art. V §G(2) & (4b); Art. VIII §A)

Section E — Termination of Membership

Membership shall be terminated for the following reasons:

1. Death
2. Transfer of membership to another church
3. Personal request of the member
4. Termination by the Elders and Lead Pastor when the member's life and conduct hinder the Church's ministry influence, following the procedures in Matthew 18:15–17

Section F — Restoration of Membership

A dismissed member shall be restored by the Elders and Lead Pastor according to the spirit of 2 Corinthians 2:7–8, when his/her lifestyle is judged to be in accordance with the membership agreement and he/she requests restoration.

Section G — Membership Meetings

1. Special Meetings. May be called at any time by the Lead Pastor or Elders (or the Lead Team in the absence of a Lead Pastor) with at least two (2) weeks' notice to members.

2. Notice Requirements. General notice may be given by any of the following means:

• Distribution of written material at weekly services
• Churchwide communication announcement
• Oral announcement (live or video) at weekly services
• United States mail to each member on the roll
• Email, text, and/or social media

Specific Notice (naming the purpose with particularity) is required for: calling or removing the Lead Pastor; amending Articles of Incorporation; adopting, amending, or repealing Bylaws; adopting or amending a merger agreement; approving dissolution of the Church.

3. Quorum. Those members present and voting at a duly noticed meeting shall constitute a quorum.

4. Voting. All elections and questions shall be decided by a majority vote of members present in person. Voting by proxy is prohibited.

Section A — General

The Board of Directors is comprised of all active Elders and all active Administrative Committee members.

Section B — Term

The term of office of each Board of Directors member is equivalent to his or her term as an Elder (Art. VIII §B) or Administrative Committee member (Art. IX §F), as applicable.

Section C — Officers

Officers are nominated by the Elders from current Board members and elected by the Board. Positions include:

Any officer may be removed for cause, or by virtue of death, resignation, or moral or spiritual disqualification. Vacancies shall be filled by the same process prescribed in these Bylaws.

Section D — Powers of the Board of Directors

1. Exercise all corporate powers and conduct all business activities and affairs of the Church
2. Change the Church's principal executive or business office with the State of Louisiana
3. Change the registered agent for service and update officers and Board members with the Louisiana Secretary of State
4. Adopt, make, and use a corporate seal and/or alter the form of the seal
5. Borrow money and incur indebtedness on behalf of the Church, subject to Church approval per Art. V §G(4)(b)
6. Approve the sale, transfer, conveyance, lease, mortgage, encumbrance, or other disposition of any real property — no such action is authorized or effective unless first approved by a vote of the Board of Directors

Section E — Special Meetings

May be called at any time by a majority of all Board members. Notice must be given at least 10 days before the meeting by mail, or at least 7 days before by personal delivery, telephone, or email. All actions at a special meeting require a minimum of 80% approval from the Board of Directors. No proxy voting is allowed at special meetings.

Section F — Meeting Minutes

Meeting minutes will be provided for review and approval subsequent to each meeting.

Section A — General

The Elders include the Lead Pastor and between five (5) and nine (9) elected volunteer members who serve as the Lead Pastor's spiritual, prayer, and advisory council. They provide accountability to the Lead Pastor and Senior Leadership Team and advise the Administrative Committee. Volunteer Elders are nominated by the Senior Leadership Team in consultation with the Campus Pastors.

Section B — Term

An Elder shall serve for a period of five (5) years or until: (1) termination of church membership; (2) resignation; or (3) removal for cause by a vote of 75% of all Board members.

Section C — Meetings

Regular and special meetings may be held in person or online as long as all Elders are duly notified. Actions may also be taken without a meeting if all Elders consent in writing.

Quorum: At least 50% of Elders must be present. Every action requires a majority vote of those present. Special meetings may be called by the Lead Pastor or any Elder, with at least 24 hours' notice by phone or email, or 10 days by mail.

Section D — Calling of a Lead Pastor

When the need for a new Lead Pastor arises, the Elders shall form a Pastor Search Committee of at least 5 and no more than 9 members (including both men and women). The process shall be:

1. Prayerful search for qualified candidates
2. Prayerful determination of the person to be recommended
3. Recommendation to Elders
4. Prayerful consideration by Elders before recommendation to the Board of Directors
5. The Board calls a voting membership meeting (per Art. V §G) to present the candidate to the congregation for consideration and vote

Section A — General Purpose

The Administrative Committee is responsible for monitoring Church stewardship, accounting, finance, and facilities (including all worship and ministry centers, schools, and shopping centers), as well as approval and implementation of all Church and ministry budgets.

Section B — Membership

1. One Elder of the Church
2. Church members nominated by the Elders and approved by a majority vote of members present at a general or special membership meeting
3. The Senior Leadership Staff, who serve as ex-officio (non-voting) members

Section C — Officers

The Administrative Committee shall have three offices: Chairman (moderator), Secretary (certifies approved resolutions), and Treasurer (prepares financial reports). The Secretary and Treasurer offices may be held by the same or two different persons. Officers of the Administrative Committee are the same as the Board of Directors.

Section D — Voting

Voting members include the assigned Elder and elected Church members. The Senior Leadership Staff are non-voting members who provide subject matter knowledge.

Section E — Number

The authorized number of voting members shall be set by the Elders, but shall not be fewer than five (5) nor greater than eleven (11).

Section F — Term

Church member seats carry a three-year term beginning February 1 and ending January 31 three years hence. Members may be re-elected for a second term. A seat becomes vacant upon: (1) resignation; (2) election of a successor; (3) termination of Church membership; (4) removal by majority vote of the Committee; or (5) failure to attend at least 75% of meetings in a given year without excuse. Vacancies are filled as they occur.

Section G — Powers

• Provide financial counsel and recommendations to the Lead Pastor and Senior Leadership Staff
• Determine the compensation for the Lead Pastor
• Review and approve various Church and ministry budgets
• Act as stewards over Church accounting, finance, facilities, insurance, rental space, and the Church budget

Section H — Meetings

Meetings shall be held at least quarterly at the Church's central office or another designated location. Meetings may be held in person, by internet conference, email, or similar means as long as notice and quorum requirements are satisfied.

Notice: Emailed to each member at least 7 days prior; agenda distributed at least 72 hours in advance. Meetings shall be conducted in accordance with Robert's Rules of Order.

Quorum: 50% of voting members. Actions require a majority vote of voting members present. Proxy voting is permitted at regular meetings only (must be in writing, signed, and delivered before the meeting). No proxy voting at special meetings.

Section A — Indemnification

To the fullest extent permitted by Louisiana Nonprofit Corporation Law, the Church shall indemnify any pastor, director, elder, officer, committee member, employee, or agent of the Church for all actual costs and expenses — including attorney's fees and any money settlements and/or judgments — arising from a lawsuit against such person for actions or omissions within the scope of his/her official capacity in the Church.

Section B — Insurance

The Board of Directors may adopt resolutions authorizing the purchase and maintenance of insurance to cover: (1) the indemnification described in Section A; and (2) protection against any liability asserted against or incurred by any pastor, director, elder, officer, committee member, employee, or agent of the Church in such capacity or arising out of his/her status as such.

Section A — Required Books and Records

The Church shall keep and maintain the following at the Church's central office:

1. Adequate and correct books and records of accounts (financial records)
2. Written minutes of the proceedings of the Administrative Committee, Board of Directors, and Elders
3. All agendas of the proceedings of the Administrative Committee, Board of Directors, and Elders
4. All approved resolutions by the Administrative Committee and Board of Directors
5. A record of Church members, setting forth their names and addresses
6. Contribution statements for contributors

Section A — Construction

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Louisiana Nonprofit Corporation Law shall govern the construction of these Bylaws.

Section B — Severability

If any provision of these Bylaws is found to be invalid, inconsistent with, or contrary to the Louisiana Nonprofit Corporation Law, that provision shall be deemed stricken and the corresponding statutory provision shall apply. All other terms and provisions shall remain valid, enforceable, and in effect.

Section C — Amendments

Subject to the provisions of the Louisiana Nonprofit Corporation Law, these Bylaws or any provision of them may be altered, amended, or repealed, and new bylaws may be adopted, by a vote of two-thirds (⅔) of the members present at any special or regular membership meeting at which a quorum is present.

Section D — Conflict Resolution

In the event of a conflict between two or more Elders, Administrative Committee members, and/or the Lead Pastor, an outside mediation group will be retained to successfully resolve the conflict.