THE BYLAWS OF THE FLORIDA
WESLEYAN COVENANT ASSOCIATION – SEJ Chapter
Article I
Section 1. Introduction. These Bylaws constitute the regulations adopted by the Wesleyan Covenant Association – SEJ Chapter (the “WCA-SEJ”).
Section 2. Powers. The WCA-SEJ will have the purposes or powers as may be stated in its Articles of Incorporation, and such powers as are now or may be granted hereafter by the pursuant to Chapter 617 of the Title 36 of the 2017 Florida Statutes or any successor provisions.
Section 3. Purposes. The WCA-SEJ is an association of congregations, clergy persons, and laity who are members of the Wesleyan Covenant Association, a Texas corporation, (the “Global WCA”) but who reside within the geographical boundaries served by the WCA-SEJ chapter as defined by the boundaries of the Southeastern Jurisdiction of The United Methodist Church. The WCA-SEJ is organized exclusively for religious purposes. The WCA-SEJ is a chapter of the Global WCA and subject to the bylaws and all policies of the Global WCA. The purposes for which the WCA-SEJ is formed include, but are not limited to:
A. To promote the worship of the Holy Trinity, to preach the pure Word of God, to uphold the rich tradition of sacramental practice, to maintain Christian fellowship, to foster the edification of believers, and to welcome and advance the work of the Kingdom of God on earth.
B. To be obedient to our Lord Jesus Christ’s command to “Go and make disciples of all nations, baptizing them in the name of the Father, and of the Son, and of the Holy Spirit, and teaching them to obey everything I [Jesus] have commanded you” (Matthew 28:19-20).
C. To support disciples of Jesus Christ by proclaiming the good news of salvation through faith in our Lord Jesus Christ, and by exemplifying Jesus’ command to love God and neighbor, by any suitable method or media, which includes but is not limited to the following:
1. Connecting local churches who worship Jesus Christ, by using personal evangelism, television and radio, the Internet, conventions, preaching, teaching, missions and other Christian methods;
2. Assisting and furthering the proclamation of Scriptural Christianity through printed and digital material, by providing speakers, mentoring, or coaching, and by other instructional and educational programs which may be deemed necessary or convenient in effecting the above purposes; and
3. Establishing new programs of outreach and ministry, and the strengthening and partnering with existing programs and organizations that have a similar purpose and dedication to presenting Christ as Savior and Lord.
D. To explore and promote the full ministry of the good and life-giving Holy Spirit throughout the life and work of the church, not least in the entire sanctification of Christian disciples.
E. To guide the ministries of the WCA-SEJ within the boundaries of the statement of faith of the Global WCA, using accountability processes for congregations, clergy, and lay members as shall be promulgated by the Global WCA.
F. To engage in spiritual work and services based upon the authority of the Holy Bible.
G. Additional general purposes and powers are:
1. To solicit, collect, receive, acquire, hold and invest money and property, both real and personal, including money and property received by gift, contribution, bequest or devise; to sell and convert property, both real and personal, into cash, and to use the funds of the WCA and the proceeds, income, rents, issues, and projects derived from any property of the WCA for any of the purposes for which the WCA is formed;
2. To purchase, acquire, own, hold, sell, assign, transfer, dispose of, mortgage, pledge, hypothecate, or encumber, shares, bonds, notes, debentures, or other securities or evidences of indebtedness of any person, firm, corporation, or association and, while the owner or holder of them, to exercise all rights, powers and privileges of ownership;
3. To purchase or acquire, own, hold, use, lease (either as lessor or lessee), sell, exchange, assign, convey, dispose of, mortgage, hypothecate, or encumber real and personal property;
4. To enter into, make, perform and carry out contracts of every kind for any lawful purpose without limit on amount, with any person, firm, association or corporation, municipality, county, parish, state, territory, government, or other municipal or governmental subdivision;
5. To borrow money, incur indebtedness, and to secure repayment by mortgage, pledge, deed of trust, or other hypothecation of property, both real and personal; and
6. To do all things necessary, expedient, or appropriate to the accomplishment of any of the objects and purposes for which this corporation is formed.
H. Notwithstanding any of the above statements of purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of the WCA-SEJ. No part of the net earnings of the WCA-SEJ shall ever inure to or for the benefit of or be distributable to its members, Council members, officers, or other private persons, except that the WCA-SEJ shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes for which it was formed.
I. Notwithstanding any other provisions of these Bylaws, the WCA-SEJ shall not carry on any other activities not permitted to be carried on (a) by an association exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or any corresponding or successor provision of any United States Internal Revenue Law), or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or any corresponding or successor provision of any United States Internal Revenue Law).
J. In the event of any dissolution of the corporation or the winding up of its affairs, or other liquidation of its assets, the corporation's property shall not be conveyed to any organization created or operated for profit or to any individual for less than the fair market value of such property, and all assets remaining after the payment of the corporation's debts shall be conveyed or distributed as the Board of Directors shall determine, only to an organization or organizations created and operated for nonprofit purposes similar to those of the corporation, and within the intent of Section 501(c)(3)of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law); provided, that any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is located, exclusively for such purposes or to such organizations as said Court shall determine are organized and operated exclusively for such purposes.
Section 4. Statement on Biblical Authority, Statement of Faith, & Statement of Moral Principles. These statements shall be those adopted and modified from time to time by the Global WCA. The statements adopted and modified by the Global WCA shall govern the WCA-SEJ.
Article II
Membership
Section 1. Membership. The membership of the WCA-SEJ shall be those congregations, clergy members and lay members of the Wesleyan Covenant Association who reside in the geographical boundaries served by the WCA-SEJ. Clergy members who are ordained in one annual conference of The United Methodist Church but residing in another annual conference of The United Methodist Church shall have the option to choose to relate exclusively to either the regional chapter of the Global WCA where they are ordained or where they reside, but not both. Each such clergy member shall inform the Secretary of the Global WCA and the Secretary of the regional chapter to which they will relate of their choice and if they desire to change their choice at any time.
Section 2. Voting.
A. Congregational Members. All organized congregations that have joined the Global WCA hold voting membership in the WCA-SEJ and are entitled to at least one voting delegate to the meetings of the WCA-SEJ, even if the congregation has no clergy members of the Global WCA. At the member meetings of the WCA-SEJ, lay delegates equal to the number of clergy Global WCA members serving that congregation shall represent each congregation. Where congregations have more than one clergy member of the Global WCA on staff, each shall be entitled to a vote, and the congregations shall be entitled to a corresponding lay delegate with vote. By a two-thirds vote of the Council, the Annual Meeting and the Election of Delegates may occur electronically.
B. Clergy Members. Clergy members, whether or not they are serving a Global WCA member congregation or are retired, are entitled to vote at the meetings of the WCA-SEJ.
C. Lay Members. Lay members who are not delegates representing a congregational member are entitled to vote at the meetings of the WCA-SEJ.
D. Equalization of Votes Between Clergy & Laity. In preparation for each annual meeting of the membership of the WCA-SEJ, the WCA-SEJ Council may provide that the number of votes at such meeting eligible to be cast by clergy and laity are equal. If such an option is chosen, equalizing votes shall be allocated among the Congregational Members of the WCA-SEJ.
Section 3. Annual Meeting. The annual meeting of the Members of the WCA-SEJ shall be held at a location designated by the Council of the WCA-SEJ, or such other date as the WCA-SEJ Council shall determine. Notice of the time and place of the annual meeting of Members shall be given electronically or otherwise to each Member at least sixty (60) days before the date of the annual meeting. By a two-thirds majority vote, the WCA-SEJ Council may call a special meeting of the Members upon 30 days’ notice. A quorum shall consist of those members present.
Section 4. Removal from Membership in the WCA. Any clergy, lay, or congregational member of the WCA-SEJ who ceases to be a member of the Global WCA shall simultaneously cease to be a member of the WCA-SEJ. A member may be removed upon a two-thirds vote of the Council members, either with or without cause. Any member proposed for removal shall be given written notice of such intention at the address listed in the records of the WCA. Such member shall be offered an opportunity to meet with the Membership Committee of the Council prior to a vote by the Council to remove the member. If the member does not meet with the Membership Committee, the Council may proceed to act.
Section 5. Rights of Members. Each Member of the WCA-SEJ, as defined in this Article II, shall be eligible for participation in positions of leadership of the WCA-SEJ, including as an officer or Council member. For all purposes, the Council members shall constitute the initial voting members of the WCA-SEJ.
Section 6. Resignation of Members. Any clergy or lay member may resign by filing a written resignation with the Secretary of the WCA-SEJ. Any congregational member may resign by action of its primary leadership body (church council or equivalent) and thereafter filing a written resignation with the Secretary of the WCA-SEJ. Notification of membership resignation shall be sent by the Secretary of the WCA-SEJ to the Secretary of the Global WCA.
Section 7. Transfer of Membership. Individual membership in the WCA-SEJ is neither transferable nor assignable, except for a clergy member who changes the affiliation of the regional chapter to which such clergy person relates (see Section 1 of this Article). Congregational membership may be transferred to a legal successor congregation at the discretion of the WCA-SEJ Council.
Article III
Council of the WCA-SEJ (“the Board of Directors”)
Section 1. Purpose, Mission, and Ministry.
A. The WCA-SEJ shall be governed by a Board of Directors, which shall be hereinafter called the Council, and composed of Council members. The Council shall meet regularly, but not less frequently than every six months. This Council shall be a legislative, not an executive body, whose duties and responsibilities shall be primarily:
1. Coordinate the work of the WCA-SEJ with the work of the Global WCA;
2. Assistance, guidance, evaluation and monitoring of the progress of the WCA-SEJ in the fulfillment of its mission and vision;
3. Overseeing the selection and periodic (not less than once each fiscal year) written performance assessment of any paid staff;
4. Participation in the selection of staff leaders;
5. The ongoing monitoring of the financial status and risk management practices of the WCA-SEJ to ensure fiscal responsibility, solvency, and adequate protection from all operating risks;
6. The periodic review of all practices, activities and decision-making processes of the WCA-SEJ to ensure they do not violate commercially reasonable standards of conduct, professional ethics, or the “best practices” of reputable non-profit institutions; and
7. As needed, the establishment of fiscal “guardrails” and management policies to ensure the ongoing health of the WCA-SEJ.
B. Notice of the time and place of any regular or special meeting of the Council members shall be given to each Council member by electronic mail or first-class mail at least ten days before the meeting. Notice for regular meetings need not specify the purpose of the meeting, while notice for special meetings shall specify the purpose of the meeting, with business at the special meeting limited to the purpose(s) stated in the notice. Any Council member, however, may waive such notice, in writing either before or after any such meeting, or by attendance at such meeting without protest prior to the commencement thereof.
C. Subject to the limitations set forth herein, the WCA-SEJ Council shall be responsible for the administration and care of all real and personal property held by the WCA-SEJ and shall have that authority conferred on said Council members pursuant to Chapter 617 of the Title 36 of the 2017 Florida Statutes or any successor provisions.
Section 2. Council. At its initial organizing meeting, the membership of the WCA-SEJ shall elect a WCA-SEJ Council of not less than three (3) nor more than twenty (20) members and shall also elect a Chair, Vice-Chair and Secretary of such WCA-SEJ Council to serve for a term of one year each effective July 1 of every year. Such WCA-SEJ Council members may be elected to two consecutive terms of not more than three (3) years each, before they must vacate the position for a minimum of one year at which time they may be elected to the position once again. The WCA-SEJ Council may elect other officers and establish other committees as it may determine to be necessary from time-to-time. If a WCA-SEJ Council member is elected for a term less than three (3) years but greater than one (1) year, that term shall be considered a full three (3) year term for purposes of the term limit provision described herein, and that WCA-SEJ Council member shall be permitted to serve only one additional three (3) year term, after which that WCA-SEJ Council member will be required to sit out one year before being permitted to be nominated and elected as a WCA-SEJ Council member for an additional term. In exceptional circumstances, the term limit provision described herein may be waived by a unanimous vote of all other WCA-SEJ Council members.
Section 3. Executive Team. The Executive Team shall be made up of the Chair, Vice-Chair and Secretary of the Council; and up to two (2) Members at Large as determined by the Council.
Section 4. Removal of WCA-SEJ Officers or Council Members. The WCA-SEJ Council may remove an officer or a council member by two-thirds vote of the WCA-SEJ Council. The WCA-SEJ Council may offer such a person an opportunity to meet with the Council before the vote on removal. If the person does not meet with the WCA-SEJ Council, the Council may proceed to act. Furthermore, the Global WCA Council may remove a council member of the WCA-SEJ by a two-thirds vote of the Global WCA Council. The Global WCA Council may offer such a person an opportunity to meet with the Global WCA Council before the vote on removal. If the person does not meet with the Global WCA Council, the Global WCA Council may proceed to act.
Section 5. Quorum. A meeting of the WCA-SEJ Council shall require a quorum. A quorum consists of a majority of the WCA-SEJ Council present and/or by live streamed.
Section 6. Manner of Acting. Unless otherwise specified in these Bylaws, any action by the WCA-SEJ Council requires a majority of the Council members attending the meeting, either live or by electronic means, to vote in favor of the action. Any action which may be taken at a meeting of Council members may be taken without a meeting if authorized by a writing or writings signed by a majority of the Council members, which writing or writings shall be filed or entered upon the records of the WCA-SEJ. Council members may utilize communication equipment to hold a meeting, and to thereby take action, if all those in attendance can hear each other.
Section 7. Resignation. Any Council member may resign at any time by giving thirty (30) days written notice to the WCA-SEJ.
Section 8. Vacancies. A vacancy in the WCA-SEJ Council, from whatever cause (for example, death, resignation or removal), may be filled for the unexpired portion of the term by a majority vote of the Council members at a regular meeting or at a special meeting called for that purpose. With respect to any vacancy, Council members shall seek nomination suggestions from the staff of the WCA (if any) and the Members. The Council members may also form a nominating committee to nominate candidates to fill the vacancy.
Section 9. Committees. The WCA-SEJ Council may create any committee needed to facilitate the work of the WCA-SEJ and accomplish its mission and purposes. The responsibilities and procedures of any such committee so formed shall be consistent with the responsibilities and procedures governing Global WCA Council committees, as set forth in the Global WCA bylaws. Any such committee, to the extent provided by action of the WCA-SEJ Council, may exercise the powers and authority of the WCA-SEJ Council in the affairs of the WCA-SEJ with the exception of any authority the delegation of which is prohibited by the law of the state of incorporation of the WCA-SEJ. However, each such committee shall be amenable to the WCA-SEJ Council and its actions must be ratified by the WCA-SEJ Council in order to take effect. Such ratification may be enacted via conference call or electronic means.
Section 10. Accountability to the Global WCA Council. The members of the WCA-SEJ Council are accountable to the Council of the Global WCA and the WCA-SEJ is a chapter of the Global WCA and subject to the bylaws and policies of the Global WCA.
Article IV.
Officers
Section 1. Officers of WCA-SEJ. The Officers of the WCA-SEJ have the executive responsibility for day-to-day business operations. The Officers shall act as agents for the WCA-SEJ, and will have legal authority to bind the WCA-SEJ as prescribed by the WCA-SEJ Council. Individual Council members do not have the legal authority to bind the WCA-SEJ. There shall be a President and Treasurer of the WCA-SEJ, and other Officers as defined below. Except as provided elsewhere in these bylaws, compensated Officers shall not serve as voting members of the WCA-SEJ Council, although they may serve as ex-officio members with voice. The Officers may be volunteers who are not compensated. If so, they may serve as regular members of the WCA-SEJ Council with voice and vote, if elected under the provisions of Article III, Sections 2 and 3.
Section 2. Appointment. The Council members shall appoint a chair and a treasurer to serve as Officers of the WCA-SEJ. Such Officers shall be appointed in the manner described below by the Council members, if a quorum is present at said meeting, and shall serve at the pleasure of the WCA-SEJ Council.
Section 3. Powers and Duties of Officers. Each Officer shall be a Member of the WCA-SEJ as set forth in Article II Section 1 hereof. The Officers of the WCA-SEJ shall each have such powers and perform such duties as may be conferred and assigned from time to time by the WCA Council.
A. The President. The Chair of the WCA-SEJ shall exercise leadership and oversight of the spiritual and temporal affairs of the WCA-SEJ.
1. The Chair shall have the following responsibilities:
a. Ensure that the policies and procedures established by the WCA-SEJ and its Council are implemented and followed, engaging in effective administration on behalf of the WCA-SEJ and its Council, including without limitation the negotiating and signing of any contracts, deeds, mortgages, bonds, documents, debt instruments or other agreements or commitments properly authorized by the WCA-SEJ Council.
b. Teach and proclaim the Christian faith as outlined in the statement of faith and moral principles (Article I).
c. Develop with others and propound a vision for the WCA-SEJ’s ministry and mission.
d. Represent the WCA-SEJ in relationships with denominations and ministries.
e. Strengthen and encourage the ministry of the local church as the most significant arena through which disciple-making occurs.
f. Preside over membership meetings.
2. The Chair shall be elected by a two-thirds majority of the Council for an indefinite term.
3. The Chair shall be an ordained clergy person or laity who is a Member of the WCA-SEJ in good standing.
4. The Chair may be removed from office with or without cause at any time by the WCA-SEJ Council by a two-thirds vote.
B. Treasurer. The Treasurer of the Council shall be elected for an indefinite term by a two-thirds majority vote of the Council upon recommendation by the President. The Treasurer shall be amenable to the Council and receive such compensation as the Council determines. If required by the WCA-SEJ Council, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the WCA-SEJ Council shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the WCA-SEJ. The Treasurer shall perform such other duties and responsibilities incident to the Office of Treasurer as may be assigned as directed by the President or the WCA-SEJ Council.
C. Other Officers. The WCA-SEJ Council may from time to time appoint additional Officers and may delegate to such Officers power to be exercised under the control and direction of the WCA-SEJ Council. Each such Officer shall serve at the pleasure of the WCA-SEJ Council. Any such Officer, to the extent provided by action of the WCA-SEJ Council, shall have and may exercise the powers and authority of the WCA-SEJ Council in the affairs of the WCA-SEJ with the exception of any authority the delegation of which is prohibited by the Florida Act.
Section 4. Vacancies. The process outlined for that office shall fill a vacancy in any office.
Section 5. Resignation. Subject to the provisions of any contract of employment, any officer may resign as such at any time by giving written notice to the Chair or in the case of the Chair, the Secretary of the WCA-SEJ Council.
Section 6. Removal. Any officer may be removed summarily either with or without cause at any time by the Council. The Council shall offer such officer the opportunity to meet with the Council prior to Council action. If the officer does not meet with the Council, the Council may act. Furthermore, the Global WCA Council may remove an officer of the WCA-SEJ by a two-thirds vote of the Global WCA Council. The Global WCA Council may offer such a person an opportunity to meet with the Global WCA Council before the vote on removal. If the person does not meet with the Global WCA Council, the Global WCA Council may proceed to act.
Article V
Election of Delegates to the Annual Meeting of the
Wesleyan Covenant Association (the Global WCA).
Beginning in 2018, the WCA-SEJ shall elect delegates to the Global WCA annual meeting as apportioned to the WCA-SEJ by the Global WCA Council based upon the relationship of the membership of the WCA-SEJ to the total membership of the Global WCA. Clergy members of the Global annual meeting from those clergy members who related to the WCA-SEJ who are in good standing. The WCA-SEJ Council shall establish a process by which a number of lay delegates equal to the number of clergy delegates from the WCA-SEJ to the Global WCA annual meeting are elected with the congregational members and lay members electing such lay delegates. Lay delegates must either be members of a congregational member of the Global WCA that is in good standing or be an individual member of the Global WCA in good standing.
Article VI
Books and Records
Section 1. Records. The WCA-SEJ shall keep correct and complete books and records of account and shall also keep minutes of all member meetings, WCA-SEJ Council, and committees, and shall keep at the registered or principal office a record giving the names and addresses of the WCA-SEJ Members. The WCA-SEJ shall gather congregational statistics as necessary to evaluate our missional outreach.
Section 2. Right to Review Books and Records. Any member shall have the right to examine the books and records of the WCA-SEJ and may do so only at a reasonable and convenient time as established by the WCA-SEJ. In any event, no member shall have the right to examine any personnel, financial, or medical information that would violate the personal privacy rights of WCA-SEJ staff, members, contributors, or guests as determined by the WCA-SEJ Council.
Article VII
Limitations of Liability and Indemnification
In the event a Council member, officer, employee, member, or agent of the WCA-SEJ, who is serving at the request of the WCA-SEJ, is made a party to a suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the WCA-SEJ, by reason of the fact that he or she is or was a Council member, officer, employee, member, or agent of the WCA-SEJ, the WCA-SEJ will indemnify or reimburse him or her against expenses, including reasonable attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the WCA-SEJ, and with respect to any criminal proceedings, if he or she had no reasonable cause to believe that any conduct was unlawful.
Article VIII
Amendment of Articles of Incorporation and Bylaws
The Articles of Incorporation and Bylaws may be amended, repealed, or new Articles of Incorporation or Bylaws may be adopted by the affirmative vote of seventy-five percent (75%) of the WCA-SEJ Council members at a meeting held for such purpose if a quorum is present. After the WCA-SEJ has been in existence for one year, all amendments shall also require the affirmative vote of a two-thirds majority of voting Members attending a duly called member meeting. Any amendment to the Articles of Incorporation and/or the Bylaws must be ratified by the Global WCA Council before such amendments take effect.
Article IX
Accounting Provisions
The annual accounting period for this corporation shall begin on the first day of July, and shall end on the last day of June. Within two years of its formation, the WCA-SEJ shall meet the financial stewardship standards of the Evangelical Council for Financial Accountability. All accounting procedures shall follow generally accepted accounting principles.
Article X
Dissolution
Upon the dissolution of the WCA-SEJ, the Council shall distribute assets to the Congregational Members of the WCA-SEJ that are 501(c)3 organizations within the meaning of the Internal Revenue Code, or the corresponding section of any future federal tax code, to be used exclusively for one or more exempt purposes within the meaning of that section, or to organization(s) created and operated for nonprofit purposes under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, to be used exclusively for one or more exempt purposes within the meaning of that section. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article XI
Miscellaneous
Section 1. Execution of Documents. The WCA-SEJ Council may authorize by majority vote any officer or officers, agent or agents to enter into any contract or execute any instrument in the name of and on behalf of the WCA-SEJ and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or other person shall have any power or authority to bind the WCA-SEJ by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.
Section 2. Official WCA-SEJ Insignia. The WCA-SEJ Council shall be responsible to supervise the use of any official WCA-SEJ insignia and preserve the integrity of its design and trademark. Any insignia or trademark adopted by the WCA-SEJ must be approved in advance of use by the Global WCA Council. The WCA-SEJ is permitted to use the official Global WCA insignia with the guidelines established by the Global WCA Council. Any official WCA-SEJ agency or body, including local churches, may use the insignia to identify WCA-SEJ work, programs, and materials. In order to preserve the integrity of its design, the insignia should not be altered or modified by those official WCA-SEJ organizations that use it. Any commercial use of the design must be explicitly authorized in writing by an appropriate officer of the WCA-SEJ Council. The Council shall also supervise the use of the name “Wesleyan Covenant Association – SEJ Chapter.”
Section 3. Inspection of Certificate of Formation and Bylaws. The WCA-SEJ shall keep in its principal office the original or a copy of its Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the Members at all reasonable times during normal office hours.
Section 4. Construction of Definitions; Choice of Law; Mediation & Binding Arbitration and Venue. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in Chapter 617 of the Title 36 of the Florida Statutes or any successor provisions shall govern the construction of these Bylaws. The laws of the State of Florida shall be controlling in any legal dispute related to the construction and/or implementation of these Bylaws. Any claim or dispute arising from or relating to these Bylaws, including, but not limited to, the construction and/or implementation of these Bylaws, involving the WCA, any of its officers or council members , and/or its congregational, clergy, or lay members shall be settled by mediation and, if necessary, legally binding arbitration in accordance with the Rule of Procedure of Christian Conciliation of the Institute for Christian Conciliation, a division of Peacemaker® Ministries (a complete text of the Rules is available at www.peacemaker.net/rules-of-procedure/ ). Judgment upon an arbitration decision may be entered in any court otherwise having jurisdiction. The WCA-SEJ, its officers and council members, and its congregational, clergy, and lay members understand that these methods shall be the sole remedy for any controversy or claim addressed under this section and expressly waive their right to file a lawsuit in any civil court against one another for such disputes, except to enforce an arbitration decision. The venue for all disputes involving the WCA-SEJ, its officers and council members, and/or its congregational, clergy, and lay members shall be in the United States District Court, Middle District of Florida, or in the Circuit Court of Brevard County, Tampa Division, Florida.
Section 5. Conflict of Interest Policy. Whenever a Council member or officer has a financial or personal interest in any matter coming before the Council, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determines that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
Section 6. Choice of law; Venue. Any and all claims that are not precluded by the internal religious organizational discipline are subject to state law of Florida and the venue will be Orange County, Florida.