The Table Church Bylaws

Composed January 2021—March 2022

Adopted June 1, 2022

ARTICLE 1. NAME AND OFFICES

1.1 Name and Offices

The name of the organization is The Table Church (or "Church"). The principal office of the Church will be located in the District of Columbia.

ARTICLE 2. PURPOSE AND GOVERNANCE

2.1 Purpose

The Church has been organized and will be operated for charitable, religious, educational, and other qualifying purposes under Section 501(c)(3) of the Internal Revenue Code, or any future corresponding law, in order to call people to become authentic and thoughtful followers of Jesus and to join God in the renewal of all things.

2.2 Governance

The affairs of the Church are managed by a Board of Directors, with the powers of a Board of Directors under DC Nonprofit Corporation Law (here forward called the “Board of Elders” or “Board” or “Elders”).

2.3 Statement of Faith

The Elders shall maintain a Statement of Faith that identifies the Church’s core beliefs, which may only be amended by the process delineated in Article 13.

2.4 Statement of Mission and Values

The Elders shall maintain a Statement of Mission and Values. 

ARTICLE 3. MEMBERSHIP

3.1 Membership

The organization will have non-voting Membership. A Member is any person who attends Table Church worship services; affirms the Church’s stated core mission and values; and voluntarily identifies as a Member.

3.2 Member Roll

The Secretary of the Board of Elders is charged with keeping an official roll of Members. This duty may be delegated to Church Staff.

3.3 Member Meetings

There must be no fewer than one Annual Meeting of the Members at a time of the Elders’ choosing. The Elders must make a reasonable effort to make the Meeting accessible to as many Members as possible.

3.4 Notice of Membership Meetings

The Time and Location of Meetings must be announced no fewer than 21 days in advance. The organization will make a reasonable effort to communicate the details of the meeting to as many Members as possible.

3.5 Member Resignation

 A Table Church Member must make due effort to inform The Table Church if they choose to resign their Membership.

3.6 Member Removal

A Member may be removed by the Elders if the Church’s leadership reasonably believes they (1) are no longer attending Table Church worship services; (2) no longer affirm our stated core mission and values; or (3) no longer voluntarily identify as a Member. The process for removing a Member will be determined by the Elders and codified in the Governance Policy Handbook (see Article 11).

ARTICLE 4. BOARD OF DIRECTORS

4.1 Board of Directors General Power

The affairs of the Church are managed by a Board of Directors, with the powers of a Board of Directors under DC Nonprofit Corporation Law (here forward called the “Board of Elders” or “Board”).

4.2 Number and Tenure of Elders

The Board will consist of no fewer than six and no more than thirteen Elders. The Lead Pastor or members of the Lead Co-Pastor Team must not count in the total number of Elders. An Elder will hold office for a term of 2 years and may extend their office by additional 1-year terms, up to 6 years total. If an Elder serves for 6 consecutive years, a 1-year waiting period is required before being eligible for Eldership again. An Elder will hold office until their successor is selected, the Elder submits a written resignation, they have held office for 6 consecutive years, or the Board removes the Elder. 

4.2.1  Transition Board

Upon adoption of these Bylaws, all Members of the existing Board of Elders and Board of Trustees will automatically become members of the new Board of Elders for a one-year term, regardless of the length of their previous term. Upon completion of this one-year transition period, the Tenure Limits of Section 4.2 come into effect.

4.3 Pastoral Role on Board

See Section 7.3.

4.4 Selection of Elders

The current Elders will annually determine the number of positions, if any, to be filled. If openings are available, the Elders must seek the mind of the Church congregation for the names of qualified Elder candidates. The current Elders will evaluate the nomination list and select final candidates. The current Elders must present the names of any finalists to the congregation for a period of review and comment. The current Elders must consider feedback before making a final selection of the Elder.

4.5 Qualification for Elders

Elders must be known to be striving to be authentic and thoughtful followers of Jesus and embody The Table Church’s core mission and values. In addition, they must (1) have been Members of The Table Church or affiliated churches for not less than one year; (2) be active in giving of their resources (e.g., by participating in a small group, contributing financially, serving on a ministry team); (3) be willing to work constructively as part of a team; (4) be able to keep information confidential; and (5) provide a needed spiritual or professional competency or expertise to assist the Church in its function. 

4.6 Board Vacancies

In the event of a vacancy on the Board occurring for any reason, including any vacancy occurring by reason of the death, resignation, or removal of an Elder, the Board of Elders may arrange for selection of an Elder following the practices of Section 4.4. 

4.7 Elder Resignation

Any Elder may resign from the Board at any time by delivering notice, in writing, to the Board or Officer of the Board. Unless otherwise specified in the notice, the resignation will take effect at the time of receipt by the Elders or such Officer. The acceptance of such resignation is not necessary to make it effective.

4.8 Elder Removal

The Board of Elders may remove an Elder by a vote of two-thirds of the Board’s entire membership (other than the Elder to be removed) at a meeting specifically called for the purpose of considering such a matter. All Elders, including the Elder to be removed, must have at least 3 calendar days’ notice prior to the vote. If the Board’s entire membership (other than the Elder to be removed) unanimously votes to remove an Elder, the Elder may be removed without 3 days’ notice. 

4.8.1 Reasons for Elder Removal

An Elder may be removed for no longer meeting the Qualifications for Elders as defined in Section 4.5 or breaching their fiduciary duties such as their duty of care, loyalty, or duty to inform as defined in Sections 4.9, 4.10, and 4.11.

4.9 A Duty of Care

An Elder must perform their responsibilities as a Board member in the same manner as a reasonably prudent person in their position would. An Elder must act in good faith, stay informed and active, and exercise independent judgment when making decisions on behalf of the Church.

4.10 A Duty of Loyalty

An Elder must act in the best interests of the Church and not solely for their personal benefit. An Elder must avoid any conflict of interest and adhere to the procedures described in Article 8 below where a conflict of interest might arise. Moreover, an Elder must not take advantage of opportunities that would be of interest to the Church without first offering it to the Church if that opportunity was created as a result of their position as an Elder or the Elder was otherwise made aware of the opportunity as a result of their position at the Church.

4.11 A Duty to Inform

Each member of the Elder Board must inform the Elders promptly of all information necessary to enable the Elders to manage the business and affairs of the Church in conformity with its statutory and fiduciary obligations.

4.12 Regular Board Meetings

Elders must meet regularly, not less than once per quarter-year. Meetings may be in person or via a telephone or videoconference.

4.13 Special Board Meetings

In the rare case of an emergency, a meeting of the Elders may be called without proper notice, as long as every attempt possible has been made to reach every Elder.

4.14 Board Meeting by Remote Communication

Any one or more members of the Elders or any committee thereof may participate in a meeting of the Elders or such committee by means of a conference telephone, video conference, or similar communications equipment. Participation by such means will constitute presence in person at a meeting provided that all persons participating in the meeting can hear each other at the same time and each Elder can participate in all matters before the Board, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken by the Board or committee.

4.15 Notice of Meetings

Written notice of the place, date, and hour of any meeting must be given to each Elder through email or an accepted communication channel not less than three business days before the date of the meeting.

4.16 Board Quorum

A simple majority of the Elders, not including the Lead Pastor or members of the Lead Co-Pastor Team, at an official Elder meeting constitutes a quorum.

4.17 Resolution of the board by Majority and Supermajority

Subject to the quorum provisions herein, resolutions of the Elders will be by simple majority of those present and voting; with the exception of the following matters, which must be decided by a two-thirds supermajority of the full membership of the Board (except as otherwise stated):

  • amending the Bylaws (see Article 13);

  • the removal of an Elder (see Section 4.8);

  • the removal of an Officer of the Elders (see Section 6.5);

  • hiring and removal of the Lead Pastor or a member of the Lead Co-Pastor Team (see Section 7.6);

  • the purchase, sale, and/or lease of real property;

  • the pledging of collateral of any asset of the church;

  • any assignment of trustee or receivership and/or voluntary or involuntary bankruptcy;

  • the retaining of legal counsel;

  • any decisions which cause one or more Elders to recuse themselves, excepting the reasons stated in Section 4.20;

  • any decisions which may involve or have the reasonable suspicion of a conflict of interest (Article 8);

  • or any other issues that the Board voluntarily decides, by simple majority, must be decided by a two-thirds supermajority of the entire membership of the Board.

4.18 Board Action Without A Meeting

Any action which could be taken at a meeting of the Elders may be taken without a meeting if a written consent setting forth the action is agreed to by a majority of the Elders. Such written consents may be signed in two or more counterparts, each of which will be deemed an original and all of which, taken together, will constitute one and the same document. Any such written consent must be inserted in the minute book as if it were the minutes of an Elder meeting.

4.19 Board Compensation

Elders who are not otherwise employed by the Church shall not be compensated for their service as an Elder. However, reimbursements may be made for expenses induced by Elder work.

4.20 Empolyee Elders

The Board of the Elders must be composed of no more than one-third employees of the Church. Employees or family members of Employees serving as Elders must not vote on issues of employee compensation. For the purposes of Section 4.17, this does not count as a recusal. Employees or family members of Employees also serving as Elders must not count toward constituting a quorum or a majority for votes on issues of employee compensation.

ARTICLE 5. COMMITTEES

5.1 Standing or Temporary Committees

The Board of Elders, by resolution adopted by a majority of the Elders in office, may create from among the Elders standing or temporary committees, each of which must consist of three or more Elders. The resolution creating a Committee must state its duties and the powers, if any, delegated to it by the Board. Committees must prescribe rules and regulations for the call and conduct of meetings and all other matters relating to its procedures and responsibilities and may elect a chairperson from among their membership. 

5.1.1. Ex-Officio Committee Members

The Lead Pastor or members of the Lead Co-Pastor Team may serve as ex-officio members of any such committee (excluding, for the avoidance of doubt, the Lead Pastor Review Committee as described in Section 5.2). 

5.2 Lead Pastor Review Commitee

Systematic review of the Lead Pastor's or members of the Lead Co-Pastor Team’s job performance must be conducted at least annually by the Elders.

Without limiting the generality of Section 5.1 of these Bylaws, the Lead Pastor Review Committee consists of all Elders other than the Lead Pastor or members of the Lead Co-Pastor Team (the “Lead Pastor Review Committee”), with the President serving as chair. The Lead Pastor Review Committee will have the authority to and responsibility to take all actions, exercise all powers, and discharge all obligations with respect to the employment or engagement of the Lead Pastor or Lead Co-Pastor Team as the Lead Pastor Review Committee determines to be appropriate, which may include but will not be limited to (1) reviewing, at least annually, the performance of and compensation of the Lead Pastor or Lead Co-Pastor Team, and (2) approving the adoption, amendment or termination of any employment, severance or similar agreement or arrangement with the Lead Pastor or members of the Lead Co-Pastor Team.

5.3 Quorum and Action by Committees

A majority of the number of Elders composing any committee will constitute a quorum, and the act of a simple majority of the members of a committee present at a meeting at which a quorum is present will be the act of the committee. For purposes of constituting a quorum or majority under this section, the Lead Pastor or members of the Lead Co-Pastor Team as ex-officio members must not be considered to be members of the committee.

5.4 Committee Resignation

Any committee member may resign at any time by delivering written notice thereof to a member of or the chairperson of the committee or by giving written notice at any meeting of such committee or to the Chair of the Elders. Any such resignation will 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 will not be necessary to make it effective.  

5.5 Removal of Committee Member 

The Board of Elders, by resolution adopted by a simple majority of the Elders, may remove from office any member of a committee elected or appointed by it.

5.6 Advisory Committees

The Board of Elders may also create committees that include members who are not Elders, provided that such a committee must only be an “Advisory Committee” and must not exercise any powers of the Board. Any committee that includes any member who is not an Elder must be deemed an Advisory Committee. The Board may wish to create Advisory Committees to advise the Board, Officers, and employees of the church in any and all matters. Members of an Advisory Committee must be appointed by the Board. Advisory Committees will prescribe rules and regulations for the call and conduct of meetings and all other matters relating to its procedures and responsibilities and may elect a chairperson from among their membership. Advisory Committees must keep regular minutes of meetings and deliver them to the Board.

ARTICLE 6. OFFICERS

6.1 Officers

The Officers of the Church must consist at least of a President, a Secretary, and a Treasurer. The Board may from time to time appoint such other Officers, including one or more Vice Presidents or other Committee Officers, as the Board may determine by a majority vote. The Lead Pastor or members of the Lead Co-Pastor Team are not eligible to serve as Officers of the Board.

6.2 President

The President will have the general powers and duties of supervision and management of the Church, in each case as assigned by the Board from time to time, which may include but not be limited to signing and executing alone in the name of the Church all contracts authorized either generally or specifically by the Board, unless the Board specifically requires an additional signature. For the avoidance of doubt, the same person must not hold more than one of the following three offices simultaneously: the office of President, the office of the Secretary, and the office of Treasurer.

6.3 Treasurer

The Treasurer will have the care and custody of all the funds and securities of the Church and must keep full and accurate accounts of all monies received and paid on account of the Church. The Treasurer must make available within a reasonable timeframe the Church's books of account and records to the Elders of the Church upon request by a vote of a simple majority of the board. The treasurer must render a detailed statement to the Board of the condition of the finances of the Church at a quarterly meeting of the Board and will perform such other duties as usually pertain to their office or as are properly required of them by the Board.

6.4 Secretary

The Secretary must record and distribute the minutes of all meetings of the Board. The Secretary must see that all notices and reports are given and served as required by law or these Bylaws. The Secretary must perform all duties as usually pertaining to their office or as are properly required of them by the Board.

6.5 Office Election and Term of Office

To become an Officer, a person must be approved by a simple majority vote of the Board. Each Officer will hold office for a term of one year and will serve until such Officer's successor is elected or until such Officer's earlier death, resignation, or removal. No Elder may hold more than one office at a time. All Officers must be subject to the supervision and direction of the Board.

6.6 Officer Qualifications

A person desiring to become an Officer must be an Elder who would otherwise meet the qualifications to become an Elder pursuant to Section 4.5 of these Bylaws. In addition, the Board may consider other criteria in considering a person to become an Officer, including but not limited to whether such person has the ability to perform the responsibilities of the office for which such person may be nominated.

6.7 Office Resignation

An Officer may resign from their position as an Officer of the Board at any time by delivering notice, in writing, to the Board or an Officer of the Board. Unless otherwise specified in the notice the resignation will take effect at the time of receipt by the Board or such Officer and the acceptance of such resignation will not be necessary to make it effective. Resignation from Officership does not equate to or necessitate removal from the Board of Elders.

6.8 Officer Removal

The Board of Elders may remove an Officer if two-thirds of the Board’s entire membership (other than the Officer in question) votes to remove such person from their role as an Officer at a meeting specifically called for the purpose of considering such a matter. All Elders, including the Officer to be removed, must have at least 3 calendar days’ notice prior to the vote. Removal from Officership does not equate to or necessitate removal from the Board of Elders. The process for removing an Elder from the Board takes place pursuant to the process outlined in Section 4.8 but can take place in the same meeting as the removal of their position as an Officer, provided that notice of both votes is provided three days in advance. If the Board’s entire membership (other than the Elder to be removed from office) unanimously votes to remove an Elder from their role as an Officer, the Elder may be removed without 3 calendar days’ notice. 

6.9 Officer Vacancies

A vacancy in any Office arising from any cause must be filled for the unexpired portion of the term by the Board by the vote of the simple majority of Elders.

6.10 Officer Compensation

An Officer not otherwise employed by the Church must not be compensated for their work as an Officer. The Board may authorize reimbursements for reasonable expenses incurred by Officers within the scope of their Board role.

ARTICLE 7. LEAD PASTOR/LEAD CO-PASTOR TEAM

7.1 Employing a Lead Pastor or Lead Co-Pastor Team

The Elders must research, interview, and hire a Lead Pastor or Lead Co-Pastor Team. The Elders must endeavor to seek the mind of the congregation throughout the hiring process and must conform to the Lead Pastor hiring policies of the Governance Policy Handbook.

7.1.1 Lead Co-Pastor Team

The Elders may choose to employ a single Lead Pastor or a team of two or more Lead Co-Pastors. Lead Co-pastors are equals in position and authority. The Elders, in conversation with the Lead Co-Pastor Team, may designate specific responsibilities to each Lead Co-Pastor. However, no Lead Co-Pastor may serve as a supervisor or subordinate of another Lead Co-Pastor. Lead Co-Pastors serve as employees of the Church and report directly to the Elders.

7.2 Delegated Authority

The Elders will delegate to the Lead Pastor or Lead Co-Pastor Team full authority to manage the work, staff, and resources of the Church, except as expressly limited by these Bylaws. The Elders must provide accountability to the Lead Pastor or Lead Co-Pastor Team, and ensure they lead the ministry toward the Church’s values, mission, vision, and goals.

7.3 Relationship Between the Lead Pastor and Elders

The Lead Pastor or members of the Lead Co-Pastor Team are non-voting, ex-officio Elders for the duration of their tenure as Lead Pastor or Lead Co-Pastors. The Lead Pastor or Lead Co-Pastor Team are not eligible to serve as Officers of the Board. The Lead Pastor or Lead Co-Pastor Team must not be counted in the total number of Elders.

Pursuant to Section 5.1.1, the Lead Pastor or Lead Co-Pastor Team may serve as an ex-officio member of any committee created by these Bylaws or subsequent Committees created by the Elders (excluding, for the avoidance of doubt, the Lead Pastor or Co-Pastor Team  Review Committee).

The Lead Pastor or Lead Co-Pastor Team and President of the Board will cooperate in the crafting of the Elders’ routine agenda, training, and meeting schedule.

7.4 Relationship Between the Elders, Lead Pastor, and Staff

The Lead Pastor or Lead Co-Pastor Team is charged with making all employment decisions for staff not serving in a Lead Pastoral capacity, providing these decisions follow existing human resource and fiscal policies.

Staff members are accountable to the Lead Pastor or Lead Co-Pastor Team; as the Lead Pastor or Lead Co-Pastor Team is accountable to the Elders. The Lead Pastor or Lead Co-Pastor Team is responsible for seeing that the Staff fulfills the responsibilities given to them.

7.5 Lead Pastor Review

See Section 5.2.

7.6 Removal of the Lead Pastor or Member of the Lead Co-Pastor Team

As stated in Section 4.17, the Lead Pastor or members of the Lead Co-Pastor Team may be removed by the Board of Elders by a two-thirds supermajority vote of the full membership of the Board.

7.6.1 Co-Pastor Vacancy

Upon the resignation or termination of a Lead Co-Pastor, the Elders, in conversation with the remaining Lead Co-Pastor(s), must determine how best to fulfill the vacancy; including whether or not to continue with a Lead Co-Pastor Team or remain with a single Lead Pastor.

ARTICLE 8. INTERESTS OF DIRECTORS AND OFFICERS

8.1 Conflict of Interest

Whenever an Elder, Officer, or employee or an immediate family member of an Elder, Officer, or employee has a financial or personal interest in any matter coming before the Elders, the affected person must fully disclose the nature of the interest. Any transaction or vote involving a potential conflict of interest must be approved only when a two-third supermajority of disinterested Elders determine that it is in the best interest of the Church to do so. The minutes of meetings at which such votes are taken must record such disclosure, vote, and rationale for approval or disapproval. 

ARTICLE 9. INDEMNIFICATION AND INSURANCE

9.1 Indemnification

The Church will, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an Elder or Officer of the Church, or are or were serving at the request of the Church as an Elder or Officer of another corporation, against all expenses and liabilities, including—without limitation—counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit, or proceeding in which they may become involved by reason of their service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which they shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Church; and further provided that any compromise or settlement payment shall be approved by a majority vote of the Board who are not at that time parties to the proceeding.  The Church may purchase and maintain indemnification insurance for any person to the extent permitted by applicable law.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

9.2 Insurance

The Church must purchase and maintain any type of insurance the Elders deem appropriate to the extent permitted by applicable law.

ARTICLE 10. ADMINISTRATIVE AND FINANCIAL PROVISIONS

10.1 Loans

Loans must not be contracted on behalf of the Church and no evidence of indebtedness may be issued in its name unless authorized by a resolution of the Elders. Such authority may be general or confined to specific instances. 

10.2 Loans or Extensions of Credit to Officers and Elders

Loans must not be made and credit must not be extended by the Church to its Officers or Voting Elders.

10.3 Checks, Drafts, Etc

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Church must be signed by such Officer or Officers, or agent or agents, of the Church and in such manner, as is from time to time determined by resolution of the Elders.

10.4 Deposits

All funds of the Church not otherwise employed must be deposited to the credit of the Church in such banks, trust companies, or other depositories as the Board may select.

10.5 Books and Records

The Church must keep at its principal office records of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of its Elders and any minutes which may be maintained by committees of the Elders; records of the names and post office addresses of its Officers and Elders; and such other records as may be necessary or advisable.

10.6 Accounting Year

Unless a different accounting year is at any time selected by the Board, the accounting year of the Church will be the twelve months ending December 31.

10.7 Financial Review / Audit

10.7.1 Annual Audit

No less than every three years, or if the income of the Church exceeds $750,000, the Elders must obtain an audit performed by an independent public accounting firm in accordance with Generally Accepted Auditing Standards (GAAS), with financial statements prepared in accordance with Generally Accepted Accounting Principles (GAAP). 

10.7.2 Audit Review Committee

The Elders must appoint the Treasurer and two (2) other members of the Board to serve as an audit review committee. After reviewing the annual audit, they must report their findings at a Board meeting. 

10.8 Electronic Signatures

Wherever a written instrument is required to be executed hereunder, an electronic signature, to the extent permitted by applicable law, may be deemed to be a written signature.

ARTICLE 11. GOVERNANCE POLICY HANDBOOK

11.1 Purpose of Handbook

The Elders shall maintain a Governance Policy Handbook which will determine the means and practice of issues falling both within and outside of this document.

ARTICLE 12. NON-DISCRIMINATION

12.1 Non-Discrimination

The Table Church believes that no aspect of someone's identity should limit their ability to fully participate in the life of the Church. Therefore: Membership, Employment, Eligibility for Eldership and Officership, other Church Leadership Roles, and Religious Rites (such as marriage, baptism, communion, and funerals) must not be denied on the basis of one's identity, including race, color, sex, sexual orientation, gender identity or expression, age, disability, marital status, citizenship, national origin, veteran status, or genetic information.

12.2 Adherence to Non-Discrimination

All Elders, Pastors, and Employees must agree to adhere to non-discriminatory values as stated in Section 12.1. Refusal to adhere may lead to discipline—up to termination of Employment, Eldership, or Officership. The process for discipline and removal will be determined in the Governance Policy Handbook.

ARTICLE 13. AMENDMENTS

13.1 Amendment Process

Amendments to these Bylaws may be proposed by the Elders. If a majority of the Board passes a motion to bring an Amendment to public review, a period of no fewer than 28 days must pass between a proposed Amendment in a formal session of the Board and the final Board vote to amend the Bylaws. During those 28 days, the Membership of the Church must be notified of the proposed Amendment and given no fewer than 21 days to review and comment. These comments must be taken into consideration by the Elders. If the proposed amendment to the Bylaws is modified—other than for grammatic or typographic edits—by the Board, a new 21 day period for the Membership of the Church review and comment must begin. Per Section 4.17, Bylaw Amendments must pass by a two-thirds supermajority vote of the Elders.