BOCCC By-Laws Adopted 10-29-09

Body of Christ Community Clinic EIN: 27-0645782
Adopted on August 5, 2009 and Amended on October 29, 2009
BODY OF CHRIST COMMUNITY CLINIC BYLAWS

Table of Content
ARTICLE I OFFICES INSURANCE

1. Registered Name 1. Indemnification
2. Registered Office and Agent 2. Insurance
3. Principal Office
4. Other Offices ARTICLE VI MISCELLANEOUS
1. Waiver of Notice
ARTICLE II MISSION, VISION and 2. Meetings by Telephone, Electronic,
PURPOSE Etc.
1. Mission 3. Seal
2. Vision 4. Contracts
3. Purpose 5. Checks, Drafts, etc.
6. Deposits
ARTICLE III REPRESENTATIVES 7. Gifts
1. Board of Representatives 8. Books and Records
2. Composition of the Board 9. Financial Records and Annual
3. Election of Representatives Reports
4. Terms of Office 10. Fiscal Year
5. Removal
6. Resignation ARTICLE VII CONSTRUCTION
7. Vacancies and Increase in Number 1. Pronouns & Headings
of Representatives 2. Invalid Provisions
8. Annual Meeting of Representatives
9. Notice of Regular Meeting of ARTICLE VIII ADOPTION AND
Representatives AMMENDMENT OF BYLAWS
10. Place of Representatives Meeting
11. Special Meeting of Representatives APPENDIX 1. Example BCR
12. Notice of Special Meetings
13. Quorum and Voting of APPENDIX 2. Servant Teams
Representatives
14. Compensation APPENDIX 3. Conflict of Interest Policy
15. Establishing Boards, Teams, and
Committees APPENDIX 4. Organizational Overview
ARTICLE IV OFFICERS
1. Number of Officers
2. Election of Officers and Terms of
Office
3. Removal of Officers, Vacancies
4. Powers of Officers
5. Chairman and President
6. Vice-Chairman(s) and Vice-President
7. Secretary and Assistant Secretaries
8. Treasurer
ARTICLE V INDEMNIFICATION and
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BYLAWS
BODY OF CHRIST COMMUNITY CLINIC, INC.
ARTICLE I - OFFICES
1. REGISTERED NAME
The registered name shall be “Body of Christ Community Clinic, Inc.”, a Texas nonprofit
corporation as set forth in the Corporation’s Certificate of Formation.
2. REGISTERED OFFICE AND AGENT
The registered office and the registered agent set forth in the Corporation’s Certificate of
Formation may be changed by resolution of the Board of Community Representatives
(BCR), upon making the appropriate filing with the Secretary of State.
3. PRINCIPAL OFFICE
The principal office of the Corporation shall be at 2210 Holland Road, Belton, TX 76513,
provided that the BCR shall have the power to change the location of the principal office.
4. OTHER OFFICES
The Corporation may also have other offices at such places, within or without the State of
Texas, as the BCR may designate, or as the business of the Corporation may require or
as may be desirable.
ARTICLE II – MISSION, VISION, PURPOSE

1. MISSION
The Body of Christ Community Clinic, Inc. is a team of community volunteers whose
mission is to carry out the compassionate healing ministry of Christ by providing
personalized, quality health services to the medically underserved of the greater
Belton area.
2. VISION
The Body of Christ Community Clinic, Inc. vision is to promote a Christ-centered healthy
community.
3.PURPOSE
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The Corporation is organized and shall be operated exclusively for charitable, religious,
scientific, literary or education purposes within the meaning of Section 501(c) (3) of the
Internal Revenue Code. The purpose of the corporation is to provide basic health care
services to persons in the Greater Belton Area of Texas and who have no health
insurance, inadequate health insurance, or no means to obtain basic health care
services. The Corporation shall have member churches but no capital stock and shall
pay no dividends. No person shall receive any profit from the operations of the
Corporation and all income shall be dedicated to the operation of the Body of Christ
Community Clinic, Inc. The Corporation shall not knowingly receive any state or federal
funds. The Corporation shall receive, hold and manage all funds entrusted to it and shall
conduct a permanent program of solicitation of additional funds and other in-kind
donations to enable it to carry out its purposes.
ARTICLE III – REPRESENTATIVES
1. BOARD OF REPRESENTATIVES
To the extent not limited or prohibited by law, the Certificate of Formation or these
Bylaws, the powers of the Corporation shall be exercised by or under the authority of,
and the business and affairs of the Corporation shall be managed under the direction of
the Governing Board of Representatives of the Corporation, also known as the Board of
Community Representatives (BCR). The Governing BCR shall be composed of
representatives from member churches (See Article III, Section 2 for definitions). The
Governing BCR shall establish an Operations Council of Servant Leaders (CSL) to carry
out the organizational operations. The Chairman of the Board of Community
Representatives shall serve as a liaison between the BCR and the CSL.
2. COMPOSITION OF THE BOARD OF COMMUNITY REPRESENTATIVES (BCR)
The BCR shall be composed of not less than nine (9) nor more than eighteen (18) voting
representative members, and ex-officio non-voting members. Three (3) of the members
shall be representatives nominated by the founding member church, First Baptist
Church, Belton, TX. The remaining members shall be representatives nominated by
member churches who so choose to send a representative from their church. The
newest member’s representative shall be eligible to rotate onto the board at the next
election. The ex-officio (non-voting) members shall be the Medical Director,
Administrative Coordinator, Executive Director, Helping Hands Director and an optional
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maximum of 3 local government representatives. No participating organization may have

more than 3 elected or appointed voting Representatives.
MEMBER CHURCH is defined as:

a. Christian faith
b. Located within the Greater Belton area within Bell County
c. Financially support the Body of Christ Community Clinic with at least 0.5% of
the member churches annual operating budget.
d. Provide regular monthly ongoing participation in the administration and/or
clinical activities of the clinic.
e. Have a designated representative who seeks to maximize volunteer service
from their own home church membership/congregation through regular
church-wide education/updates and opportunities to give, pray and serve at
the clinic.
The initial member churches will be approved by the initial Board. Thereafter,
consideration and application for membership must be approved by the BCR or its’ duly
appointed committee. Maintenance of membership records shall be the responsibility of
the Secretary.
3. SELECTION OF REPRESENTATIVES
A member church may nominate a representative to serve on the BCR and each time
there is a vacancy for their representative. Representatives are expected to attend Board
Meetings and to make annual contributions to the Body of Christ Community Clinic, Inc.
At the first annual meeting of the BCR and at each annual meeting thereafter, the
Representatives shall vote to seat the nominated persons as Representatives. A
Representative shall hold office until the end of their elected term or until said
Representative’s successor shall have been elected, appointed, or designated. The
number of Representatives shall be divided into (3) three groups to serve rotating terms.
a. The first election shall be held in November, 2009. To be eligible for
nomination for the first election, a name must be received by the Initial
Board on or before the first meeting. The initial BCR shall consist of:
I. Four (4) Representatives whose terms shall begin when elected and
expire on December 31st 2010;
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II. Four (4) Representatives whose terms shall begin when elected and
expire on December 31, 2011;
III. Four (4) Representatives whose terms shall begin when elected and
expire on December 31, 2012.
See example in Appendix 1.
b. Annually, beginning in December, 2010 the BCR shall, at a meeting held no
later than the 15th of December, seat four (4) Representatives selected by
member churches for terms of three years to replace those Representatives
whose terms shall expire on December 31st of that year.
4. TERM OF OFFICE
The BCR Representatives shall serve a three (3) year term with a limit of two
consecutive terms. A minimum of one year must pass before a representative may be
re-elected to serve as a representative on the BCR. Representatives are expected to
attend Board Meetings of the Body of Christ Community Clinic, Inc. Missing two
consecutive meetings may be cause for removal. Vacancies may be filled by nomination
from the respective member church and seated by the BCR. The founding church
may not have more than three (3) voting members on the board.
5. REMOVAL
A. Representative
A representative may be removed from office, with or without cause by the
selecting member church persons entitled to elect, designate, or appoint the
representative. A representative may be removed by the BCR by a two-thirds
(2/3) vote of the members present.
B. Member Church
A member church may be removed by two-thirds (2/3) vote of members present if
it no longer meets the criteria set out in Section 2.
6. RESIGNATION
A representative may resign by providing written notice of such resignation to the

Secretary of the BCR. The resignation shall be effective upon the date of receipt of the
notice of resignation or the date specified in such notice. Acceptance of the resignation
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shall not be required to make the resignation effective. The Secretary of the BCR shall
notify the member church of the resignation of it’s member within five (5) days.
7. VACANCIES AND INCREASE IN NUMBER OF REPRESENTATIVES
A representative nominated to fill a vacancy and approved by the BCR shall be seated
for the unexpired term of the previous representative. Any representative position to be
filled by reason of a vacancy or an increase in the number of member churches may be
seated at the next meeting.
8. ANNUAL MEETING OF REPRESENTATIVES
The annual meeting of the BCR shall be held by 15th of December, at which time they
may elect officers for the following year and transact such other business as shall come
before the meeting. The time and place of the annual meeting of the BCR may be
changed by resolution of the BCR.
Failure to hold the annual meeting at the designated time shall not work dissolution of the
Corporation. In the event the BCR fails to call the annual meeting at the designated time,
any Director may make demand that such meeting be held within a reasonable time,
such demand to be made in writing by certified mail directed to any officer of the
Corporation.
9. NOTICE OF REGULAR MEETING OF REPRESENTATIVES
Regular meetings of the BCR shall be held with a ten day notice by electronic or postal
mail at such time and place as may be determined by the BCR.
10. PLACE OF REPRESENTATIVES' MEETINGS

All meetings of the BCR shall be held either at the principal office of the Corporation or at
such other place as specified in the notice of meeting or executed waiver of notice.
11. SPECIAL MEETINGS OF REPRESENTATIVES
The Secretary shall call a special meeting of the BCR whenever requested to do so by
the Chairman of the BCR or by three (3) or more Representatives. Such special meeting
shall be held at the date and time specified in the notice of meeting.
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12. NOTICE OF SPECIAL REPRESENTATIVES' MEETINGS
Notice of any special meeting of the BCR shall be given at least three (3) days prior to
the meeting by written notice delivered personally or sent by mail or electronic mail to
each Representative at that Representative’s address as shown by the records of the
Corporation. Any Representative may waive notice of any meeting. The attendance of a
Representative at any meeting shall constitute a waiver of notice of such meeting, except
where a Representative attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or convened.
Neither the business to be transaction at, nor the purpose of, any regular or special
meeting of the Board need be specified in the notice or waiver of notice of such meeting,
unless specifically required by law or by these Bylaws.
13. QUORUM AND VOTING OF REPRESENTATIVES
A quorum for the transaction of business by the BCR shall be a majority of the number of
voting representatives fixed by these Bylaws. The act of the majority of the
representatives present at a meeting at which a quorum is present shall be the act of the
BCR.
14. COMPENSATION
Representatives as such, shall not receive any stated salary for their services. A
representative shall not be precluded from serving the Corporation in any other capacity.
15. ESTABLISHING BOARDS, TEAMS, AND COMMITTEES BY THE BOARD OF

COMMUNITY REPRESENTATIVES
The Governing Board of Community Representatives may establish boards, committees,
and teams to facilitate the resources and effectiveness of the operations of The Body of
Christ Community Clinic, Inc.
The BCR, by resolution adopted by a majority of the representatives in office, shall

establish an Operations Council of Servant Leaders (CSL) to oversee the Operations of
the clinic. The CSL shall consist of not less than nine (9) or more than eighteen (18)
members. The voting members shall be the chairpersons from each of the five (5)
Servant Teams, a President, Vice-President and Secretary and the Executive Director of
Helping Hands. Ex-officio non-voting members include Chair of the Governing BCR,
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member of the Executive Committee, and an optional Local government liaison. A

member of the Operations CSL shall be a Believer in Christ and active in their own
church. Members shall serve a one (1) year term and may serve a maximum of three (3)
consecutive terms but must lay out one (1) year before being eligible for re-election. The
Council of Servant Leaders shall report to the BCR through the Chairman of the Board of
Community Representatives.
The BCR, by resolution adopted by a majority of the Representative in office, shall

establish Servant Teams which are specialized committees that allow the clinic to
function. Each Servant Team has a part to enable the clinic body to function as a whole.
Each Servant Team shall elect a chairperson who shall preside over the committee and
represent the Team on the Operations CSL. Chairpersons are expected to attend the
CSL meetings. Missing three (3) consecutive meetings may be cause for removal. Each
Servant Team shall meet individually and further subdivide as needed for reaching
maximum quality and performance of the clinic. The number of members of a Team may
be varied with a minimum of three (3.) Additional Servant Teams may be added as
needed by recommendations of the Operations CSL with approval of the BCR. Activities
of the Servant Teams must be reported to the Operations CSL by the Chairperson of
each Servant Team. The initial Servant Teams are set out in Appendix 2.
The BCR, by resolution adopted by a majority of the Representatives in office, may

establish temporary ad hoc committees for a specific purpose and shall establish the
following standing committees:
a. Executive Committee: The Executive Committee shall be a standing

committee and shall elect their chairperson. This committee shall be
responsible for the oversight and operations of the clinic under the direction of
the BCR. The Executive Committee has the authority to act on behalf of the
board to make day to day decisions necessary for the operations of the Clinic.
The Executive Committee shall be responsible for keeping the BCR informed
of activities in a monthly report. Members of the Executive Committee shall be
the BCR Chairman, the Medical Director, the Administrative Coordinator, the
Executive Director, the President of the Operations CSL and others deemed
necessary by the BCR.
b. Finance Committee: The Finance Committee shall be a standing committee
and shall elect their chairperson. This committee shall have oversight of the
Treasurer and shall be responsible for all financial matters of the Corporation.
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This committee shall prepare monthly financial statements. Prior to the annual
meeting of the BCR, this committee shall submit a proposed budget for the
next fiscal year, which shall be voted on by the BCR not later than the annual
meeting.
c. Audit Committee: This Committee shall be a standing committee and shall
elect their chairperson. Upon request of the BCR, this committee shall cause
an audit of all financial records of the Corporation. A report of the audit shall
be presented to each of the Board Members.
Vacancies in the membership of any committee may be filled by appointments made in

the same manner as provided in the case of the original appointments.
Unless otherwise provided in the resolution of the BCR designating a committee, a

majority of the membership of the committee shall constitute a quorum. The act of a
majority of the quorum shall be the act of the committee.
At the initial meeting or thereafter, each board, team and committee may adopt rules for
its own operation not inconsistent with these Bylaws or with rules adopted by the BCR.
These rules must be provided to the BCR and CSL at the next regular meeting.
Committees must submit written reports of activities to each regularly scheduled meeting
of the CSL.
ARTICLE IV - OFFICERS
1. NUMBER OF OFFICERS
The officers of the Corporation shall be those serving on the Board of Community
Representatives and shall consist of a Chairman, one or more Vice-Chairmen, a
Secretary and a Treasurer, and such other officers and assistant officers as may be
deemed necessary. The ex-officio Administrative Coordinator may serve as the
treasurer in lieu of an elected treasurer. New offices may be created and filled at any
meeting of the BCR. No person shall hold more than one officer position. A committee
duly designated may temporarily perform the functions of any officer and the functions of
any two or more officers may be temporarily performed by a single committee, including
the functions of both president and secretary.
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2. ELECTION OF OFFICERS AND TERM OF OFFICE
All officers of the BCR shall be elected by the BCR annually from members of the BCR at
the regular annual meeting of the BCR for one (1) year terms not exceeding three (3)
consecutive years.
3. REMOVAL OF OFFICERS, VACANCIES
Any officer elected may be removed by a majority vote of a quorum of the BCR
whenever in their judgment the best interests of the Corporation shall be served thereby.
A vacancy in any office because of death, resignation, removal, disqualification or
otherwise, may be filled by the BCR for the unexpired portion of the term.
4. POWERS OF OFFICERS
Each officer shall have, subject to these Bylaws, in addition to the duties and powers
specifically set forth herein, such powers and duties as are commonly incident to that
office and such duties and powers as the BCR shall from time to time designate. All
officers shall perform their duties subject to the directions and under the supervision of
the BCR. The Chairman may secure the fidelity of any and all officers by bond or
otherwise.
All officers and agents of the Corporation, as between themselves and the Corporation,
shall have such authority and perform such duties in the management of the Corporation
as may be provided in these Bylaws, or as may be determined by resolution of the BCR
not inconsistent with these Bylaws.
In the discharge of a duty imposed or power conferred on an officer of the Corporation,

the officer may in good faith and with ordinary care rely on information, opinions, reports,
or statements, including financial statements and other financial data, concerning the
Corporation or another person, that were prepared or presented by: (1) one or more
other officers or employees of the Corporation, including members of the BCR; or (2)
legal counsel, public accountants, or other persons as to matters the officer reasonably
believes are within the person's professional or expert competence.
An officer is not relying in good faith within the meaning of this section if the officer has
knowledge concerning the matter in question that makes reliance otherwise permitted by
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this subsection unwarranted.
5. CHAIRMAN and PRESIDENT
CHAIRMAN
The Chairman shall be the chief executive officer of the Corporation and shall preside at
all meetings of the BCR Representatives. Such officer shall see that all orders and
resolutions of the board are carried out, subject however, to the right of the
Representatives to delegate specific powers, except such as may be by statute
exclusively conferred on the Chairman, to any other officers of the Corporation.
The Chairman shall be an ex-officio member of the Operations CSL, all Servant Teams,
and all standing committees.
The Chairman shall submit a report of the operations of the Corporation for the year to
the representatives at the annual meeting of the BCR.
PRESIDENT
The President shall preside at all meetings of the CSL. The President shall see that all
operations orders and resolutions of the BCR are carried out. The President shall be an
ex-officio member of all Servant Teams and all standing committees. The President shall
submit a report of the operations of the Corporation for the year to the BCR at the annual
meeting of the BCR.
6. VICE-CHAIRMAN and VICE-PRESIDENT
VICE-CHAIRMAN
The Vice-Chairman of the BCR shall, in the absence or disability of the Chairman,
perform the duties and exercise the powers of the Chairman and he shall perform such
other duties as the BCR shall prescribe. The Vice-Chairman may serve as chairman of
ad hoc committees.
VICE-PRESIDENT
The Vice-President of the CSL shall, in the absence or disability of the President, perform
the duties and exercise the powers of the President and shall perform such other duties
as the CSL shall prescribe.
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7. SECRETARY AND ASSISTANT SECRETARIES
SECRETARY OF THE BCR

The Secretary of the BCR shall attend all meetings of the BCR and shall record all votes
and the minutes of all proceedings. The Secretary shall give or cause to be given notice
of all meetings of the BCR and shall perform such other duties as may be prescribed by
the BCR. The Secretary, when authorized by the BCR, shall attest to any instrument
when required, by the Secretary's signature or by the signature of an Assistant Secretary.
SECRETARY OF THE CSL

The Secretary shall attend all meetings of the CSL and shall record all votes and the
minutes of all proceedings. The Assistant Secretary shall give or cause to be given
notice of all meetings of the CSL and shall perform such other duties as may be
prescribed by the CSL.
In the absence of the Secretary, the minutes of all meetings of the board shall be
recorded by an Assistant Secretary or person as shall be designated by the Chairman or
the President.
Each Servant Team shall elect a person to perform the duties of recording all votes and
the minutes of all proceedings. This person shall give notice of all meetings of the
Servant Team and shall perform such other duties as may be prescribed by the team.
8. THE TREASURER
The Treasurer shall have the custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated by the BCR.
The Treasurer shall disburse the funds of the Corporation as may be ordered by the
BCR, taking proper vouchers for such disbursements. The Treasurer shall keep and
maintain the Corporation's books of account and shall render to the President and
representatives an account of all of the Treasurer's transactions and of the financial
condition of the Corporation and exhibit the books, records and accounts to the
Chairman or representatives at any time. The Treasurer shall disburse funds for capital
expenditures as authorized by the BCR and in accordance with the orders of the
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Chairman, and present to the Chairman’s attention any requests for disbursing funds if in
the judgment of the Treasurer any such request is not properly authorized. The
Treasurer shall, in conjunction with the Finance Committee, submit a Fiscal Year Annual
Report at the first board meeting of each year. The Treasurer shall perform such other
duties as may be directed by the BCR or by the Chairman.
If required by the BCR, the Treasurer shall give the Corporation a bond in such sum and
with such surety or sureties as shall be satisfactory to the BCR for the faithful
performance of the duties of the office and for the restoration to the Corporation, in case
of death, resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in the incumbent's possession or under the
incumbent's control belonging to the Corporation.
In the absence or disability of the Treasurer, the ex-officio administrative coordinator or

such other person as designated by the board, may temporarily perform the duties and
exercise the powers of the Treasurer, and shall perform such other duties as the BCR
shall prescribe.
ARTICLE V - INDEMNIFICATION AND INSURANCE
1. INDEMNIFICATION
The Corporation shall have the full power to indemnify and advance or reimburse
expenses pursuant to the provisions of the Texas Business Organizations Code to any
person entitled to indemnification under the provisions of the Texas Business
Organizations Code.
2. INSURANCE
The Corporation may purchase and maintain insurance or another arrangement on

behalf of any person who is or was a member, director, officer, employee, or agent of the
Corporation or who is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, employee benefit plan, other enterprise, or other
entity, against any liability asserted against him or her and incurred by him or her in such
a capacity or arising out of his or her status as such a person, whether or not the
Corporation would have the power to indemnify him or her against that liability. Without
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limiting the power of the Corporation to procure or maintain any kind of insurance or
other arrangement, the Corporation may, for the benefit of persons indemnified by the
Corporation, (1) create a trust fund; (2) establish any form of self-insurance; (3) secure its
indemnity obligation by grant of a security interest or other lien on the assets of the
Corporation; or (4) establish a letter of credit, guaranty, or surety arrangement. The
insurance or other arrangement may be procured, maintained, or established within the
Corporation or with any insurer or other person deemed appropriate by the BCR
regardless of whether all or part of the stock or other securities of the insurer or other
person are owned in whole or part by the Corporation. In the absence of fraud, the
judgment of the BCR as to the terms and conditions of the insurance or other
arrangement and the identity of the insurer or other person participating in an
arrangement shall be conclusive and the insurance or arrangement shall not be voidable
and shall not subject the representatives approving the insurance or arrangement to
liability, on any ground, regardless of whether representatives participating in the
approval are beneficiaries of the insurance or arrangement.
ARTICLE VI - MISCELLANEOUS
1. WAIVER OF NOTICE
Whenever any notice is required to be given to any member or director of the

Corporation under the provisions of the Texas Business Organizations Code, the
Certificate of Formation, or these Bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated therein, shall
be equivalent to the giving of such notice.
2. MEETINGS BY TELEPHONE CONFERENCE, ELECTRONIC OR OTHER

REMOTE COMMUNICATIONS TECHNOLOGY
Subject to the provisions required or permitted by the Texas Business Organizations

Code and these Bylaws for notice of meetings, members of the BCR, or members of any
committee may participate in and hold a meeting of such board, or committee by means
of: (1) conference telephone or similar communications equipment by which all persons
participating in the meeting can communicate with each other; or (2) another suitable
electronic communications system, including videoconferencing technology or the
Internet, only if: (a) each member entitled to participate in the meeting consents to the
meeting being held by means of that system; and (b) the system provides access to the
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meeting in a manner or using a method by which each member participating in the

meeting can communicate concurrently with each other participant. Participation in a
meeting pursuant to this section shall constitute presence in person at such meeting,
except where a person participates in the meeting for the express purpose of objecting to
the transaction of any business on the ground that the meeting is not lawfully called or
convened.
3. SEAL
The Corporation shall not adopt a seal.
4. CONTRACTS
The BCR may authorize any officer or officers, agent or agents of the Corporation, in
addition to the officers so authorized by these Bylaws, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.
5. CHECKS, DRAFTS, ETC.
All checks, drafts or other instruments for payment of money or notes of the Corporation
shall be signed by the Treasurer or such officers or such other persons as shall be
determined from time to time by resolution of the BCR. All checks, drafts and other
instruments for payment of money or notes of the Corporation that are over $100.00 shall
be signed by two persons authorized by the BCR.
6. DEPOSITS
All funds of the Corporation shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies, or other depositories as the BCR may
select.
7. GIFTS
The BCR may accept on behalf of the Corporation any contribution, gift, bequest or
devise for the general purposes or for any special purpose of the Corporation.
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8. BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall
keep minutes of the proceedings of the BCR, and committees and shall keep at the
registered office or principal office in this State a record of the names and addresses of
its members entitled to vote. A Director of the Corporation, on written demand stating the
purpose of the demand, has the right to examine and copy, in person or by agent,
accountant, or attorney, at any reasonable time, for any proper purpose, the books and
records of the Corporation relevant to that purpose, at the expense of the member.
9. FINANCIAL RECORDS AND ANNUAL REPORTS
The Corporation shall maintain current true and accurate financial records with full and
correct entries made with respect to all financial transactions of the Corporation, including
all income and expenditures, in accordance with generally accepted accounting
practices. All records, books, and annual reports of the financial activity of the
Corporation shall be kept at the registered office or principal office of the Corporation in
Texas for at least three years after the closing of each fiscal year and shall be available
to the public for inspection and copying there during normal business hours. The
Corporation may charge for the reasonable expense of preparing a copy of a record or
report.
10. FISCAL YEAR
The fiscal year of the Corporation shall be as determined by the BCR. Unless the BCR
otherwise determines, it shall be the same as the calendar year.
ARTICLE VII - CONSTRUCTION
1. PRONOUNS AND HEADINGS
All personal pronouns used in these Bylaws shall include the other gender whether used
in masculine or feminine or neuter gender, and the singular shall include the plural
whenever and as often as may be appropriate. All headings herein are for convenience
only and neither limit nor amplify the provisions of these Bylaws.
2. INVALID PROVISIONS
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If any one or more of the provisions of these Bylaws, or the applicability of any such
provision to a specific situation, shall be held invalid or unenforceable, such provision
shall be modified to the minimum extent necessary to make it or its application valid and
enforceable, and the validity and enforceability of all other provisions of these Bylaws and
all other applications of any such provision shall not be affected thereby.
ARTICLE VIII – ADOPTION AND AMENDMENT OF BYLAWS
The Bylaws initially shall be adopted by the initial BOD defined in the Certificate of
Formation. Thereafter, the BCR may amend or repeal these Bylaws, or adopt new
Bylaws, unless the Certificate of Formation or the Texas Business Organizations Code
limits such powers.
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COL Craig Pearson (Ret.), Initial Board

Member
_____________________________________
Dr. Billy Ligon, M.D., Initial Board Member
_____________________________________
Julie O’Rear, R.N., Initial Board Member
Adopted on October 29, 2009
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APPENDIX 1
Example BCR
2010-2010 (Serve 1 year)

Board Member #1 – Founding Member Church #1
Board Member #2 – Member Church #2
Board Member #13 -Member Church #11
2010-2011(Serve 2 year term)

2010-2012(Serve 3 year term)

Board Member #9 -- Founding Member Church #1
2011-2013: (Serve 3 year term)

2012-2014 (Serve 3 year term)

APPENDIX 2
Initial Servant Teams
19
A. The Health Care Servant Team which includes but is not limited to:
• Physician
• Nursing
• Dental
• Pharmacy
• Medical records
• Documentation.
B. The Administrative Servant Team which includes but is not limited to:
• Budget
• Finance and investments,
• Building facilities and maintenance
• Equipment and inventory
• Legal
• Communications,
• Computers
• Public relations
• Helping Hands
• ECHO Liaison
• Insurance.
C. The Counseling and Social Work Servant Team which includes but is not limited to:
• Coordination of Screening
• Registration
• Referral to community resources.
D. The Volunteer Coordination Servant Team which includes but is not limited to:
• Training and scheduling of laypersons and professionals
• Screening and orientation,
• Documentation of volunteer records and man-hours.
E. The Fundraising Servant Team which includes but is not limited to:
• Large and small scale planning
• Collections
• Donor documentation
• Letters of Appreciation
20
APPENDIX 3:
CONFLICT OF INTEREST POLICY
ARTICLE I – PURPOSE
The purpose of the conflict of interest policy is to protect the Body of Christ Community
Clinic’s interest when it is contemplating entering into a transaction or arrangement
that might benefit the private interest of an officer or director of the clinic or might result
in a possible excess benefit transaction. This policy is intended to supplement but not
replace any applicable state and federal laws governing conflict of interest applicable
to nonprofit and charitable organizations.
ARTICLE II – DEFINITIONS
1. Interested Person –
Any director, principal officer, or member of a council or committee with governing
board delegated powers, who has a direct or indirect financial interest, as defined
below, is an interested person. If a person is an interested person with respect to any
entity in the health care system of which the organization is a part, he or she is an
interested person with respect to all entities in the health care system.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through
business, investment, or family:
a. An ownership or investment interest in any entity with which the Body of

Christ Community Clinic, Inc. has a transaction or arrangement,
b. A compensation arrangement with the Body of Christ Community Clinic, Inc.

or with any entity or individual with which the Body of Christ Community
Clinic, Inc. has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation

arrangement with, any entity or individual with which the Body of Christ
Community Clinic, Inc. is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that
are not insubstantial. A financial interest is not necessarily a conflict of interest. Under
Article III, Section 2, a person who has a financial interest may have a conflict of
interest only if the appropriate governing board, council or committee decides that a
conflict of interest exists.
ARTICLE III - PROCEDURES
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must
disclose the existence of the financial interest and be given the opportunity to disclose
all material facts to the directors and members of councils or committees with
21
governing board delegated powers considering the proposed transaction or

arrangement.
2. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion
with the interested person, he/she shall leave the governing board, council or
committee meeting while the determination of a conflict of interest is discussed and
voted upon. The remaining board, council or committee members shall decide if a
conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board,

council or committee meeting, but after the presentation, he/she shall leave
the meeting during the discussion of, and the vote on, the transaction or
arrangement involving the possible conflict of interest.
b. The chairperson of the governing board, council or committee shall, if

appropriate, appoint a disinterested person or committee to investigate
alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board, council or committee

shall determine whether the Organization can obtain with reasonable efforts
a more advantageous transaction or arrangement from a person or entity
that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably

possible under circumstances not producing a conflict of interest, the
governing board, council or committee shall determine by a majority vote of
the disinterested directors whether the transaction or arrangement is in the
best interest of the Body of Christ Community Clinic, Inc., for its own benefit,
and whether it is fair and reasonable. In conformity with the above
determination it shall make its decision as to whether to enter into the
transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a. If the governing board, council or committee has reasonable cause to believe

a member has failed to disclose actual or possible conflicts of interest, it
shall inform the member of the basis for such belief and afford the member
an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further
investigation as warranted by the circumstances, the governing board,
council or committee determines the member has failed to disclose an
actual or possible conflict of interest, it shall take appropriate disciplinary
and corrective action.
ARTICLE IV - RECORD OF PROCEEDINGS
22
The minutes of the governing board and all councils or committees with board
delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a
financial interest in connection with an actual or possible conflict of interest,
the nature of the financial interest, any action taken to determine whether a
conflict of interest was present, and the governing board’s council’s or
committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes
relating to the transaction or arrangement, the content of the discussion,
including any alternatives to the proposed transaction or arrangement, and a
record of any votes taken in connection with the proceedings.
ARTICLE V – COMPENSATION
a. A voting member of the governing board who receives compensation, directly

or indirectly, from the Body of Christ Community Clinic, Inc. for services is
precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any council or committee whose jurisdiction includes

compensation matters and who receives compensation, directly or indirectly,
from the Body of Christ Community Clinic, Inc. for services is precluded from
voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board, council or any committee whose

jurisdiction includes compensation matters and who receives compensation,
directly or indirectly, from the Body of Christ Community Clinic, Inc., either
individually or collectively, is prohibited from providing information to any
council or committee regarding compensation.
d. Physicians who receive compensation from the Body of Christ Community

Clinic, Ind., whether directly or indirectly or as employees or independent
contractors, are precluded from membership on any council or committee
whose jurisdiction includes compensation matters. No physician, either
individually or collectively, is prohibited from providing information to any
council or committee regarding physician compensation.
ARTICLE - VI
ANNUAL STATEMENTS
Each director, principal officer and member of a council or committee with governing
board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Body of Christ Community Clinic, Inc. is charitable and in
order to maintain its federal tax exemption it must engage primarily in
activities which accomplish one or more of its tax-exempt purposes.
23
ARTICLE - VII
PERIODIC REVIEWS
To ensure the Body of Christ Community Clinic, Inc. operates in a manner consistent
with charitable purposes and does not engage in activities that could jeopardize its tax-
exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a
minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on

competent survey information and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management

organizations conform to the Body of Christ Community Clinic’s written
policies, are properly recorded, reflect reasonable investment or payments
for goods and services, further charitable purposes and do not result in
inurnment, impermissible private benefit or in an excess benefit transaction.
ARTICLE - VIII
USE OF OUTSIDE EXPERTS
When conducting the periodic reviews as provided for in Article VII, the Body of Christ
Community Clinic, Inc. may, but need not, use outside advisors. If outside experts are
used, their use shall not relieve the governing board of its responsibility for ensuring
periodic reviews are conducted.
24
Appendix 4
Organizational Overview
Body of Christ Community Clinic

(Governing) Board of Community Representatives (BCR)
Major decision maker Standing Finance Com
Maximize involvement and resources available
Meets quarterly
Standing Audit Com
Not < 9 or >18
1 Rep. from each member church Standing Executive Com
3 Rep. from founding church (see membership
Annual individual financial contributions required. below)
Elect own Chair, Vice Chair, Sec, Tr. From the Board Reps.
5 ex-officio: Med Dir. Admin. Dir, Ex. Dir., HH Dir, Opt Local Liaisons Ad Hoc Com. (prn)
Terms = 3 yr rotating (2 consecutive max) i.e. Nominating Com
Communication between BCR

& CSL via Chairman of BCR
Executive Committee
(Operations) Council of Servant Leaders (CSL) Membership
Maximize effective operations BCR Chairman
Meets monthly CSL President
Not < 9 > 18 Administrative Coordinator
Chairs plus one from each Servant Team Medical Director
Helping Hands Ex. Dir Executive Director
Experience/skills in req. areas
Believer active in own church
Elect own P, VP, Sec.
3 Ex Officio: Chair of BCR, Ex. Dir, Local Govt. Liaison
Terms = Fixed 1 yr (3 consecutive max)
Health Care Servant Team
Servant Teams
Administrative Servant Team established by the
Servant BCRBCR
Teams
Report Social Work Servant Team
to the
CSL
Volunteer Coordination Servant Team
Fundraising Servant Team
25

BOCCC By-Laws Adopted 10-29-09

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Body of Christ Community Clinic EIN: 27-0645782

Adopted on August 5, 2009 and Amended on October 29, 2009

BODY OF CHRIST COMMUNITY CLINIC BYLAWS

ARTICLE I OFFICES INSURANCE

ARTICLE V INDEMNIFICATION and

2. REGISTERED OFFICE AND AGENT

ARTICLE II – MISSION, VISION, PURPOSE

ARTICLE III – REPRESENTATIVES

2. COMPOSITION OF THE BOARD OF COMMUNITY REPRESENTATIVES (BCR)

maximum of 3 local government representatives. No participating organization may have

MEMBER CHURCH is defined as:

A representative may resign by providing written notice of such resignation to the

7. VACANCIES AND INCREASE IN NUMBER OF REPRESENTATIVES

8. ANNUAL MEETING OF REPRESENTATIVES

9. NOTICE OF REGULAR MEETING OF REPRESENTATIVES

10. PLACE OF REPRESENTATIVES' MEETINGS

11. SPECIAL MEETINGS OF REPRESENTATIVES

12. NOTICE OF SPECIAL REPRESENTATIVES' MEETINGS

13. QUORUM AND VOTING OF REPRESENTATIVES

15. ESTABLISHING BOARDS, TEAMS, AND COMMITTEES BY THE BOARD OF

The BCR, by resolution adopted by a majority of the representatives in office, shall

member of the Executive Committee, and an optional Local government liaison. A

The BCR, by resolution adopted by a majority of the Representative in office, shall

The BCR, by resolution adopted by a majority of the Representatives in office, may

a. Executive Committee: The Executive Committee shall be a standing

Vacancies in the membership of any committee may be filled by appointments made in

Unless otherwise provided in the resolution of the BCR designating a committee, a

2. ELECTION OF OFFICERS AND TERM OF OFFICE

3. REMOVAL OF OFFICERS, VACANCIES

In the discharge of a duty imposed or power conferred on an officer of the Corporation,

this subsection unwarranted.

5. CHAIRMAN and PRESIDENT

6. VICE-CHAIRMAN and VICE-PRESIDENT

7. SECRETARY AND ASSISTANT SECRETARIES

SECRETARY OF THE BCR

SECRETARY OF THE CSL

In the absence or disability of the Treasurer, the ex-officio administrative coordinator or

ARTICLE V - INDEMNIFICATION AND INSURANCE

The Corporation may purchase and maintain insurance or another arrangement on

Whenever any notice is required to be given to any member or director of the

2. MEETINGS BY TELEPHONE CONFERENCE, ELECTRONIC OR OTHER

Subject to the provisions required or permitted by the Texas Business Organizations

meeting in a manner or using a method by which each member participating in the

The Corporation shall not adopt a seal.

5. CHECKS, DRAFTS, ETC.

8. BOOKS AND RECORDS

9. FINANCIAL RECORDS AND ANNUAL REPORTS

10. FISCAL YEAR

ARTICLE VII - CONSTRUCTION

1. PRONOUNS AND HEADINGS

ARTICLE VIII – ADOPTION AND AMENDMENT OF BYLAWS

COL Craig Pearson (Ret.), Initial Board

Adopted on October 29, 2009

2010-2010 (Serve 1 year)

2010-2011(Serve 2 year term)

2010-2012(Serve 3 year term)

2011-2013: (Serve 3 year term)

2012-2014 (Serve 3 year term)

a. An ownership or investment interest in any entity with which the Body of

b. A compensation arrangement with the Body of Christ Community Clinic, Inc.

c. A potential ownership or investment interest in, or compensation

ARTICLE III - PROCEDURES