Wednesday, October 15, 2014

annotated selections of the bylaws of Mars Hill Church re: presidential resignation

https://marshill.com/files/2014/09/04/MHC_2012_Bylaws.pdf
Article 7
BOARD OF ADVISORS & ACCOUNTABILITY
Section 7.5 Election

Members of the board of advisors & accountability shall be elected at each annual meeting of the full council of elders to hold office until the next annual meeting. Each member of the board of advisors & accountability, including any member elected to fill a vacancy on the board of advisors & accountability, shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Nominations for the election of individuals to serve on the board of advisors & accountability shall be made by the then current board of advisors & accountability. The board of advisors & accountability shall nominate a single slate of nominees, three (3) of whom will be designated by the board as the executive elder nominees. The executive elder nominees must be employees of the Church. The remaining members of the board of advisors & accountability must satisfy the requirements for the position as set forth in Section 7.2. In the event that the full council of elders fails to approve the slate of nominees to serve on the board of advisors & accountability, the board of advisors & accountability will nominate a new slate of nominees, replacing at least one nominee from the previous slate. The new slate of nominees will be voted on in a special meeting of the full council of elders called by the board of advisors & accountability for the purpose of electing the new board of advisors & accountability. Until such time as the new slate of nominees is approved by the full council of elders, the then current board of advisors & accountability will remain in office.

So the selection of individuals to serve on the BoAA shall by made by the then current BoAA.  The BoAA also has the task of appointing three people to serve as executive elders.  The BoAA gets to pick who the executive elders will be. 

Section 7.8 Vacancies.
If a vacancy is created as a result of the resignation, death or removal of the member of the board of advisors & accountability who serves as the primary preaching and teaching pastor for the Church, the vacancy shall be filled by majority vote of the remaining members of the board of advisors & accountability as soon as practical. [emphasis added] If the vacancy is created as a result of the resignation, death, removal or expiration of the term of a member of the board of advisors & accountability who serves on the executive elder team but is not the primary preaching an teaching pastor for the Church, the primary preaching and teaching pastor for the Church shall nominate an individual to fill such vacancy and the nominee must be approved by majority vote of the remaining members of the board of advisors & accountability as soon as practical.  If the vacancy is created as a result of the resignation, death, removal or expiration of the term of any other member of the board of advisors & accountability, the vacancy shall be filled by an individual who is approved by majority vote of the remaining members of the board of advisors & accountability as soon as practical.

So Driscoll will need to be replaced as soon as possible and it's established that a replacement president/preaching and teaching pastor needs to be 1) an employee of MH 2) probably from the BoAA and that suggests Bruskas by default.  Bruskas is on the BoAA and is the only non-resigned executive elder at the moment.  Bruskas would seem like a simple pick to be president and the chief financial officer could be promoted to serving as the one officer required besides the president ... but let's not get ahead of ourselves yet.

Article 8
Executive Elder Team
Section 8.1. Composition & Responsibilities. 


The executive elder team is a first among equals committee within the board of advisors & accountability and serves as the executive leadership and management of the Church. In so doing, the executive elder team oversees and manages the day-to-day affairs of the Church and ensures execution of the Church's vision, mission and strategic objectives. The executive elder team shall be composed of the three (3) executive elder nominees designated as provided in Section 7.5. The executive elder team shall have and may exercise, between meetings of the board, all the powers and authority of the board in the management of the business and affairs of the Church, except that the executive elder team shall not have such power or authority to take those actions reserved for the full board of advisors & accountability as provided in Section 7.16.

Per Section 7.5 the three guys are selected by the BoAA, apparently from within the BoAA.

Section 8.2. Salary.
The salaries of all members of the executive elder team shall be fixed by the board of advisors & accountability or a committee established by the board for this purpose.

Largely self-explanatory and since Michael Van Skaik was on the compensation committee when he was a pastor at MH anyway it's not like his job description is going to change too much.

Section 8.3.  Election.
The executive elder team is nominated by the board of advisors & accountability as set forth in Section 7.5 and elected by the full council of elders as set forth in Section 6.9(b)(i).

Section 8.4. Term.
The members of the executive elder team shall serve as executive elders for so long as they remain members of the board of advisors & accountability.

Interesting marriage of roles there.  It appears that the executive elders are elders for so long as they simultaneously retain membership on the board of advisors & accountability. If you doubt this, dear reader, observe.

Section 8.5. Removal; resignation; vacancies.
Members of the executive elder team hold their position by virtue of their status as members of the board of advisors & accountability.  If a member of the executive elder team ceases for any reason to serve on the board of advisors & accountability, he shall also cease to serve as a member of the executive elder team. [emphasis added] Vacancies on the executive elder team are filled as provided in Section 7.8

Section 8.6. Voting.
On all matters in which a vote of the executive elder team is required to act, the vote of two-thirds (2/3s) of the executive elder team shall be sufficient to constitute the act of the executive elder team.

Section 8.7. Meetings.
Meetings of the executive elder team shall occur as needed upon the request of any member of the executive elder team.

Then there's this listing of powers

Section 8.8. Powers.
The executive elder team shall have and may exercise all powers of the Church and do all such lawful acts as are not by the Act, the Internal Revenue Code, the Articles of Incorporation or these Bylaws directed or required to be exercised or done by the full council of elders or the board of advisors & accountability and in so doing shall have the right and authority to take all actions that the executive elder team deems necessary, useful or appropriate for the management and conduct of both the ecclesiastical and civil law functions of the Church, including exercising the following specific rights and powers:

(a) Conduct the Church's business, carry on its operations, and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary or convenient to effect any or all of the purposes for which it is organized

(b) Execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the management, maintenance and operation of the business, or in connection with managing the affairs of the Church, including opening and maintaining bank accounts on behalf of the Church.

(c) Contract on behalf of the Church for the employment and services or employees and/or independent contracts, such as lawyers and accountants, and delegate to such persons the duty to manage or supervise any of the assets or operations of the Church.

(d) Acquire by purchase, lease or otherwise any real or personal property.

(e) Finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage or lease any real estate or any personal property.

(f) Borrow money or issue evidences of indebtedness, or secure the same by mortgage, pledge or other lien on any Church assets.

(g) Execute any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract or other instrument purporting to convey or encumber any or all of the Church assets.

(h) Prepay in whole or in part, refinance, recast, increase, modify or extend any liabilities affecting the assets of the Church or in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets

(i) Commence or settle any suit or administrative proceeding before any court or governmental agency.

(j) License individuals to perform sacerdotal functions

(k) Appoint lead pastors to local Churches

(l) Appoint elders

Then we get to setting up what could be construed as ad hoc committees, like a Board of Elders, perhaps?

Section 8.9  Senior Ministry Councils.
The executive elder team may, in its discretion, establish one or more ecclesiastical or strategic advisory councils and appoint one or more elders and/or sacerdotal deacons as members of such advisory councils to serve in such capacity at the pleasure of the executive elder team. The executive elder team shall also establish the procedure for calling meetings and establish any other governance matters arising out of or related to the committee.  The executive elder team may adopt a charter or other governing documents of any such committee.

Now this is all admittedly a slog but keep reading.  Now we get to the part about officers.  The reason this is significant is because it would be a mistake to think the three executive elders are actually the bare minimum required number of legal officers for the church.  The bare minimum is actually even smaller than that.

Article 9 OFFICERS

Section 9.1. Election, Qualification.
The primary preaching and teaching pastor for the Church shall serve as the president of the Church and shall have the authority to appoint other elders who are employed by the Church (or, if necessary to fill a vacancy while an individual completes the eldership process, a deacon) to fill other offices of the Church. The officers of the Church shall at a minimum include a president and a secretary. [emphasis added] The president may also choose a chief operating officer, a chief financial officer, one or more vice presidents, a treasurer, one or more assistant secretaries and assistant treasurers and such other officers and agents as he shall deem necessary.  Any number of offices may be held by the same person, unless the Articles of Incorporation or these Bylaws otherwise provide.  The office of president and secretary may not be held by the same person.

In other words, according to the bylaws of Mars Hill Church the minimum officers of the corporation would be a president and a secretary.  I.e. the jobs of the two quitters Mark Driscoll and Sutton Turner.  Everyone else, in terms of roles as officers, is essentially superfluous or optional. 

Section 9.2. Term, Removal.
The primary preaching and teaching pastor for the Church shall serve as the president of the Church until such time as he ceases to be a member of the executive elder team. [emphasis added] Each other officer shall hold office until such officer's successor is appointed and qualified or until such officer's earlier resignation or removal.  Any officer appointed by the president of the Church may be removed by the president of the Church at any time.

The president can snub the job of anyone on an at will basis. Once the president ceases to be a member of the executive elder team he's done as president and primary preaching & teaching pastor.  It's amazing how completely integrated all of these roles and responsibilities appear to be.

Section 9.3.  Resignation.
Subject at all times to the right of removal as provided in Section 9.2 and to the provisions of any employment agreement, any officer may resign at any time by giving notice to the board of advisors & accountability, the president, or the secretary of the Church. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified provided that the president or, in the event of the resignation of the president, the board of advisors & accountability may designate an effective date for such resignation which is earlier than the date specified in such notice but which is not earlier than the date of the receipt of such notice; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective.  If a member of the executive elder team resigns from his position as an officer of the Church, he will also be deemed to have resigned as a member of the executive elder team and the board of advisors & accountability.

This reads curiously now as though Driscoll had the option to quit any old time he wanted. After all, the acceptance of such resignation shall not be necessary to make it effective.  Way to go for accountability, eh?

It also sheds some light on Turner's old "don't quite and expect severance pay".  Apparently these days people who are officers can potentially just quit any old time they wish. 

Section 9.4. Vacancies.
A vacancy in the office of president because of the death, resignation or removal of the primary preaching and teaching pastor shall be filled by the individual chosen to fill his vacancy on the board of advisors & accountability. [emphasis added]  A vacancy in any other office because of death, resignation, removal or any other cause may be filled in the manner prescribed in these Bylaws for appointment to such office.

Again, here we see that the linkage between membership on the BoAA and the EE is so tight that you have to be both or neither.  So having gone through all that, let's look at the two minimum required officers and their respective roles.

Section 9.5 President.
The president shall be the chief executive officer of the Church and shall, subject to the provisions of these Bylaws, (i) have general and active management of the affairs of the Church and have general supervision of its officers, agents and employees; (ii) in the absence of the chairman of the board, preside at all meetings of the full council of elders and the board of advisors & accountability; and (iii) perform those other duties incident to the office of president and as from time to time may be assigned to him by the board of advisors & accountability.

Active management of the affairs of the Church and have general supervision of its officers, agents and employees?  So Driscoll should, by that measure, be able to field questions on the record about the eviction at Mars Hill Orange County.  Or, since Driscoll's gone and quit, that responsibility should not fall to ... Dave Bruskas, maybe?

...
Section 9.9. Secretary.
The secretary shall attend all meetings of the board of advisors & accountability and all meetings of the full council of elders and record all the proceedings of the meetings of the Church and of the board of advisors & accountability in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the full council of elders and special meetings of the board of advisors & accountability, and shall perform such other duties as may be prescribed by the president, under whose supervision he shall be. 

POSTSCRIPT

On the whole it looks weirdly to Wenatchee The Hatchet as though the by-laws were drafted with the idea that Driscoll and Turner would always have the roles they came to have.  It just doesn't make much sense to have functionally consolidated all the ultimate power into just two necessary officer roles ... but that seems to have functionally been what happened.  It's not even a given that the secretary has to be an executive elder just because Turner happened to have both roles, though perhaps someone can elucidate that in comments. 

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