ARTICLE I — NAME, LEGAL IDENTITY, AND INDEPENDENCE
Section 1.01. Name
The name of this church and Minnesota nonprofit corporation is Warroad Community Church (the “Church”).
Section 1.02. Legal Identity
The Church is organized under Minnesota Statutes Chapter 317A and is operated exclusively for religious and charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, as amended.
Section 1.03. Local-Church Independence
The Church is a non-denominational local church. It may cooperate voluntarily with like-minded churches, associations, conferences, or ministry networks, but no external ecclesiastical body has governing authority over the Church unless an amendment to this Constitution expressly provides otherwise.
ARTICLE II — BIBLICAL AUTHORITY AND DOCTRINE
Section 2.01. Head of the Church
The Lord Jesus Christ is the Head of the Church. All authority exercised within the Church is ministerial and derivative and must be exercised under His lordship.
Section 2.02. Holy Scripture
The Holy Bible, consisting of the sixty-six books of the Old and New Testaments, is the inspired Word of God and the Church’s supreme written authority for faith, doctrine, conduct, ministry, and church order. No governing document, policy, resolution, custom, or decision may be interpreted to authorize what Scripture forbids or to forbid what Scripture requires.
Section 2.03. Statement of Faith
The Church shall maintain a written Statement of Faith addressing, at minimum: the Word of God; the Trinity; God the Father; God the Son; God the Holy Spirit; creation; humanity; salvation; the family; Christian conduct; the Church; the ordinances; religious liberty; and church cooperation. The Statement of Faith is incorporated into this Constitution by reference and shall be made reasonably available to the covenantal members.
Section 2.04. Final Interpretive Authority
The Elder Board is the final human interpretive authority concerning the application of Scripture, the Statement of Faith, and the Church’s governing documents to matters of belief, doctrine, conduct, discipline, ministry, and practice. Civil and corporate questions remain subject to applicable law and the filed Articles of Incorporation.
ARTICLE III — MISSION, VISION, AND CHURCH COVENANT
Section 3.01. Mission
The Church exists to worship God according to His Word and to practice and proclaim the Gospel of salvation through personal faith in Jesus Christ as Savior and Lord, making disciples who know Him and desire to make Him known.
Section 3.02. Ministry Priorities
The priorities of the Church include: (a) savoring God’s glory in worship; (b) strengthening believers through nurture and education; and (c) spreading the Gospel locally, nationally, and internationally through evangelism, missions, and loving deeds.
Section 3.03. Church Covenant
Membership Commitment. Having confessed faith in Jesus Christ, having been baptized upon profession of that faith, and having voluntarily joined ourselves to this local church, we commit ourselves, by the grace of God, to walk together as brothers and sisters in Christ according to the will of God revealed in Holy Scripture. This covenant expresses our mutual commitment to Christian fellowship and discipleship under the lordship of Jesus Christ and the authority of His Word.
Love and Unity. We shall endeavor, by God’s grace, to love God and one another; preserve the unity of the Spirit in the bond of peace; bear one another’s burdens; exercise our spiritual gifts for the building up of the body; encourage one another toward maturity in Christ; and speak the truth to one another in love.
Worship and Discipleship. We shall faithfully participate in the life of the Church through the regular gathering of the saints for worship, prayer, singing, the hearing and teaching of Scripture, fellowship, and the Lord’s Supper. We shall pray for one another, pursue holiness and maturity in Christ, confess and repent of sin, seek reconciliation when relationships are broken, and receive biblical correction and church discipline administered according to Scripture.
Service and Stewardship. We shall endeavor to steward our time, abilities, spiritual gifts, and material resources faithfully and cheerfully for the ministry of the Church, the care of fellow believers, the relief of those in need, and the advancement of the Gospel. We shall seek to live lives worthy of our calling in Christ, turning from ungodliness and worldly desires while bearing faithful witness to the world.
Authority and Scope. This covenant is subordinate to Holy Scripture. It does not add to the requirements of the Gospel, constitute a condition of justification, or bind any conscience beyond or contrary to the teaching of Scripture.
ARTICLE IV — ECCLESIASTICAL MEMBERSHIP
Section 4.01. Nature of Membership
Membership in the Church is an ecclesiastical and covenant relationship for worship, discipleship, shepherding, service, and spiritual accountability. The Corporation has no statutory members for purposes of Minnesota Statutes Chapter 317A. Church members are not shareholders, do not own the Corporation or its property, and do not possess corporate voting or management rights. The terms “member,” “Covenantal Member,” and “Affirming Member” in the Church’s governing documents describe ecclesiastical status only.
Section 4.02. Covenantal Members
Covenantal Members are baptized believers received into the Church who affirm the Church Covenant and satisfy the qualifications established in the Bylaws. They participate fully in worship, discipleship, fellowship, service, pastoral care, and ministry, but do not vote in corporate matters.
Section 4.03. Affirming Members
Affirming Members are Covenantal Members recognized by the Elder Board as mature, informed, and faithful participants who satisfy the additional qualifications established in the Bylaws. They may participate in nonbinding ecclesiastical affirmations requested by the Elder Board. An affirmation expresses spiritual counsel and congregational unity; it is not a statutory member vote or corporate action.
Section 4.04. Ecclesiastical Affirmations
The Elder Board shall ordinarily seek the prayerful affirmation of Affirming Members before: (a) appointing or removing an Elder; (b) calling a compensated Staff Elder; (c) completing a final disciplinary dismissal; (d) adopting or materially amending the Constitution, Bylaws, or Statement of Faith; or (e) dissolving, merging, or disposing of substantially all Church assets. The Elder Board must separately take every legal corporate action. No affirmation binds the Corporation, elects or removes a director, or transfers the Board’s fiduciary responsibility. In an emergency or legal necessity, the Board may act without a prior affirmation and shall promptly explain the action to the Church to the extent lawful and prudent.
Section 4.05. Discipline and Restoration
Membership is a spiritual and covenant relationship. The Church shall pursue correction, discipline, dismissal, and restoration under Scripture, this Constitution, the Bylaws, and adopted policies, seeking God’s glory, repentance, restoration, the protection of the flock, and the peace and purity of the Church.
ARTICLE V — GOVERNMENT OF THE CHURCH
Section 5.01. Elder-Led Government
Under Christ and Scripture, the Church is led and governed by a plurality of qualified Elders. The Elders shepherd, teach, pray, guard doctrine, oversee discipline, equip the saints for ministry, and direct the temporal affairs of the Church.
Section 5.02. Elder Board as Board of Directors
The Elder Board is the Church’s board of directors for purposes of Minnesota law and has full authority and responsibility to manage or direct the business, ministry, property, personnel, finances, and affairs of the Church. Each Elder has one vote on Board action. Ecclesiastical members do not exercise corporate authority.
Section 5.03. Equality and Plurality
All Elders are equal in governing authority, though they may be specialized in function. No pastor, president, bishop, apostle, or other individual may exercise unilateral governing authority over the Church. The Elder Board shall consist of at least three natural persons.
Section 5.04. Spiritual Accountability
The Elder Board shall lead transparently, invite appropriate counsel, report faithfully to the Church, and seek the ecclesiastical affirmations described in Section 4.04. These practices establish spiritual accountability without creating statutory members, shareholders, owners, or a second corporate governing body.
Section 5.05. No External Ecclesiastical Control
Any affiliation of the Church is advisory and voluntary. An affiliation may not convey title to Church property or transfer governing authority unless approved as an amendment to this Constitution and, when required, to the Articles of Incorporation.
ARTICLE VI — BIBLICAL OFFICES AND PASTORAL MINISTRY
Section 6.01. Elders
Elders shall be men who satisfy the qualifications of 1 Timothy 3:1–7, Titus 1:5–9, and 1 Peter 5:1–4; affirm the Statement of Faith and Elder Covenant; and remain members in good standing. Selection, terms, resignation, removal, vacancies, meetings, and fiduciary responsibilities are governed by the Bylaws.
Section 6.02. Pastors
A Pastor is an Elder assigned by the Elder Board to a specialized ministry of the Word, prayer, worship, shepherding, administration, care, or leadership. A Pastor may serve as a Staff Elder or Nonstaff Elder and may be full-time, part-time, bivocational, compensated, or uncompensated. Titles such as Lead, Senior, Executive, Care, Administrative, or Associate describe ministry function and do not confer greater governing authority.
Section 6.03. Deacons
Deacons may be men or women who satisfy the biblical character qualifications stated in 1 Timothy 3:8–12. Under Elder Board oversight, they support ministries of service, mercy, administration, implementation, and care. Deacons are not directors solely by virtue of that office.
ARTICLE VII — ORDINANCES AND WORSHIP
Section 7.01. Baptism
The Church practices baptism of believers upon a credible profession of faith in Jesus Christ. The Bylaws and adopted policies govern preparation, mode, and administration.
Section 7.02. Lord’s Supper
The Church shall celebrate the Lord’s Supper at times determined by the Elder Board, in accordance with Scripture and the Church’s Statement of Faith.
Section 7.03. Worship and Spiritual Gifts
Public worship shall be ordered under Elder Board oversight, consistent with Scripture, good order, and the edification of the Church. The Church recognizes the ongoing work and gifts of the Holy Spirit while requiring that their exercise be weighed and governed by Scripture.
ARTICLE VIII — STEWARDSHIP, PROPERTY, AND TAX-EXEMPT CHARACTER
Section 8.01. Religious and Charitable Purposes
The Church shall be organized and operated exclusively for religious, charitable, and educational purposes permitted under section 501(c)(3) of the Internal Revenue Code.
Section 8.02. Private Benefit and Political Activity
No part of the net earnings of the Church shall inure to the benefit of, or be distributable to, any director, officer, member, or other private person, except that the Church may pay reasonable compensation for services and make payments furthering its exempt purposes. The Church shall not participate or intervene in any political campaign on behalf of or in opposition to a candidate for public office, and no substantial part of its activities shall consist of carrying on propaganda or otherwise attempting to influence legislation, except as permitted by law.
Section 8.03. Church Property
All Church property is owned by the corporation and is held for the Church’s religious and charitable purposes. No member, Elder, officer, donor, ministry, faction, denomination, or network has an individual or reversionary interest in Church property. A division or departure of members does not transfer title or control of property from the corporation.
Section 8.04. Dissolution
Upon dissolution, after payment or provision for liabilities, the Church’s remaining assets shall be distributed exclusively to one or more organizations then recognized as exempt under section 501(c)(3) of the Internal Revenue Code and selected under the Bylaws, preferably organizations with a substantially similar statement of faith. No remaining asset shall be distributed to a member, Elder, officer, or other private person.
ARTICLE IX — GOVERNING DOCUMENTS AND INTERPRETATION
Section 9.01. Order of Authority
For theological faith and practice, Holy Scripture is supreme. For civil corporate matters, applicable law and the filed Articles of Incorporation control. Subject to those authorities, this Constitution controls over the Bylaws; the Bylaws control over policies, procedures, resolutions, customs, and practices. The Statement of Faith governs doctrine but does not override the allocation of corporate authority stated in the Articles, Constitution, or Bylaws.
Section 9.02. Construction
Headings and the Detailed Index aid navigation but do not alter meaning. “Shall” is mandatory; “may” is permissive. “Including” is not limiting. References to statutes or tax provisions include lawful successors and amendments. Singular and plural include each other when context permits.
Section 9.03. Severability
If a provision is held invalid or unenforceable, it shall be limited to the minimum extent necessary, and the remaining provisions shall continue in effect, so far as legally and ecclesiastically possible.
ARTICLE X — AMENDMENT AND ADOPTION
Section 10.01. Ordinary Amendments
An ordinary amendment may be proposed by any Elder or by a written request of at least ten percent of Affirming Members. The complete proposed text and explanation shall be given to all Affirming Members at least thirty days before an ecclesiastical affirmation. The Board shall ordinarily seek at least two-thirds affirmation from those participating, with participation by at least ten percent of all Affirming Members. Adoption requires a separate affirmative vote of at least two-thirds of all Elders then in office. Any amendment affecting the filed Articles becomes effective only after required filing.
Section 10.02. Protected Provisions
Sections 2.01 through 2.03, 4.01, 5.01 through 5.05, 8.02 through 8.04, 9.01, and this Section 10.02 are protected provisions. An amendment to a protected provision requires approval by at least three-fourths of all Elders then in office after at least sixty days’ written notice and after the Board seeks at least ninety percent affirmation from participating Affirming Members, with participation by at least twenty-five percent of all Affirming Members. The affirmation is ecclesiastical and nonbinding; the Board retains the duty to take the corporate action. No provision is declared legally unamendable.
Section 10.03. Adoption and Supersession
Upon approval by the Elder Board after the ecclesiastical affirmation described in Section 10.01, this Constitution supersedes prior constitutions and any provisions of former articles, bylaws, policies, or customs that purport to function as an internal church constitution. The filed Articles of Incorporation remain controlling for civil corporate matters.