Lititz Trinity EC Church
“It is our mission to be and make
disciples of Jesus Christ”
By-Laws of Trinity Evangelical Congregational Church
Adopted and revised on January 31, 2010
Preamble
As a member church of the Evangelical
Congregational Church, the Corporation (hereinafter sometimes referred to as
“Church”) accedes to the provisions of The Creed, Ritual and Discipline of the
Evangelical Congregational Church (hereinafter referred to as “E.C. Discipline”),
as amended from time to time, except as otherwise specifically provided for in
these By-Laws.
Article I – The Church
Section
1:
Name: The name of this
corporation, duly organized under the laws of the Commonwealth of Pennsylvania
by charter dated May 27, 1946, by Articles of Amendment is The Trinity
Evangelical Congregational Church of Lititz, Penna.
Section
2: Purpose: This congregation is incorporated as a
non-profit, charitable religious institution under the laws of the Commonwealth
of Pennsylvania in order to provide for the public worship of God, Christian
education, fellowship, and expansion of the Kingdom of God. The beliefs and practices of this church are
to be governed by the teachings of the Bible and the E.C. Discipline.
Section 3: This Corporation maintains a Mission,
Vision, and Core Values of the Church as stated in the policy manual.
Section 4: Articles of Faith: This Corporation adheres to the Articles of
Faith as stated in the E. C. Discipline as our core beliefs.
Article II – Membership
Section
1:
Church Membership: The membership of the Church shall consist of
individuals who:
(1)
Believe in the
Lord Jesus Christ,
(2)
Affirm the tenets
of Trinity Evangelical Congregational Church,
(3)
Demonstrate, by
their confession and their conduct, that they are living in accord with their
affirmations and these By-Laws, and;
(4)
Are actively
pursuing and continuing in a vital fellowship with the Lord, Jesus Christ.
The membership shall consist of those
members whose names appear in the official church record.
2.1.1 Eligibility for Membership: Any person is eligible for church membership who personally professes Jesus Christ as his or her Savior and Lord and meets the qualifications for membership as established by the E.C. Discipline and the membership policies adopted by the Ministry Council. The names of all applicants for membership shall be presented by the Networking Committee to the Ministry Council for approval.
2.1.2 Categories of Membership: There shall
be two categories of membership: (1) members in good standing,
and (2) members not in good standing.
2.1.2.1 Members in Good Standing: A member is in good standing if he or she attends
worship services faithfully throughout the year as health, employment and residence (i.e. military personnel, college students, nursing home residents) permit, partakes of the Lord’s Supper at least once a year, annually supports the church financially as God enables him/her, and is living in harmony with the Church’s Mission, Vision, Core Values, and Articles of Faith. They shall be voting members of the Church with all the rights and duties pertaining to membership.
2.1.2.2 Members Not in Good Standing: A member not in good standing is one who fails to meet the criteria of Section 2.1.2.1 and he or she shall forfeit his or her voting rights. Members not in good standing may be restored to “good standing” by adhering to the criteria of Section 2.1.2.1 for a period of 90 days or by action of the Ministry Council.
2.1.3 Transfer, Discipline and Removal of Members: Members may be transferred, disciplined, or removed from membership in accordance with the E. C. Discipline.
2.1.4 Discipline of Non-Members: Non-members may be excluded from fellowship or otherwise disciplined for a violation of Church policy or for any cause which promotes discontent or injures the unity and effectiveness of the Church. The discipline of non-members shall, in all cases, rest with the Local Conference.
Article III – Organization
Section 1: Congregational
Meetings: There shall be an annual
congregational meeting to review the work of the year, consider present and
future opportunities, elect Trustees and such
other officers as may be permitted by the E.C. Discipline and Church policy,
and to conduct other business deemed necessary by the congregation. It shall hear reports concerning the work,
present status, and future programs of the Church and of its ministries, shall
make recommendations to the Ministry Council, and shall transact such business
as may come before it.
3.1.1 Annual
Congregational Meetings: The annual
congregational meeting shall be held in January or February at a time and place
set by the Ministry Council. The Ministry
Council will set the agenda. The proposed annual budget, list
of nominees for elected positions and information regarding any items the
congregation will be asked to vote on at the Annual Congregational Meeting will
be distributed at least two (2) weeks prior to the meeting.
3.1.2 Special Congregational Meetings: Special Meetings of the membership may be
called by the Ministry Council and shall be called by the Ministry Council upon
written request of at least ten percent (10%) of the membership “in Good
Standing.” Announcements must contain a
statement of the specific purpose or business items of the special meeting, and
only those announced in advance shall be considered at that special meeting.
3.1.3 Notification to the Congregation: Notice of the time and place of congregational meetings shall be announced and published on at least two (2) Sundays in the regular services of the congregation, held within thirty (30) days prior to the date of the meeting.
3.1.4 Presiding Officer: The Senior Pastor shall preside at
congregational meetings. In his absence,
or if otherwise necessary, the President of the Ministry Council shall
preside.
3.1.5 Records: The Corporate Secretary shall ensure the recording and retaining of an accurate record of the business transacted at each congregational meeting. Such records are to be incorporated with and retained among the official records of the Ministry Council and in the book of the Congregational Meeting Minutes.
3.1.6 Voter Eligibility: All members in attendance, at least sixteen (16) years of age and in good standing, are entitled to vote at any Annual or Special meeting of the congregation. Exceptions include those matters specified by the E.C. Discipline that require the voter to be of legal age, which is eighteen (18). A member must be of legal age to vote on the following church property matters: building, rebuilding, remodeling, demolition or relocation, and for the election of Trustees.
3.1.7 Quorum: A quorum shall consist of 10% of the total membership of the Congregation in good standing and qualified to vote.
Section
2: Local Conference: The Local Conference is set forth as defined
by the E.C. Discipline as the highest judicial and legislative body with
respect to its duties. It exists to
serve as a connecting link between the local congregation and National
Conference of the Evangelical Congregational Denomination by conducting the
tasks assigned to it by the E.C. Discipline and the Special Rules of National
Conference.
3.2.1
Membership: The Local Conference consists of the members
of the Ministry Council and all itinerant and licensed members of the
Evangelical Congregational Church who are members of Trinity E.C. Church.
3.2.2
Meetings: The Local Conference shall meet at least once
per year. The time and place of meeting
shall be made known to the Conference Minister and to all Local Conference
members.
3.2.3
Responsibilities:
The major responsibilities of
the Local Conference are to: hear and
process charges brought against any members of the congregation, approve the
conference stationed pastor(s) salary statement for the year, elect the Lay
Delegate, Alternate Lay Delegate, and At-large
members of the Pastoral Relations Committee (PRC), and to attend to other
duties of the Local Conference and business procedures as set forth in the E.C.
Discipline.
Section
3:
Lay Delegate and Alternate Lay Delegate: The Lay Delegate is the representative of
the Church to
the National Conference, and thus the liaison between
the two bodies. He/she shall also assist
by representing National Conference in reporting to the Ministry Council and
the congregation concerning actions and recommendations of the National
Conference. It is the Lay Delegate’s
responsibility to assist in welcoming any newly assigned pastor(s) to the
Ministry Council and into the fellowship of the congregation. The Alternate Lay Delegate shall assume all
the duties of the Lay Delegate if/when the Lay Delegate is unable to assume the
duties of the position. They shall share
with other members of the Pastoral Relations Committee in providing the
Conference Minister with information that may have bearing on the stationing of
the pastor(s) assigned to Trinity.
3.3.1 Election: Nominations for Lay Delegate and Alternate Lay Delegate will be presented by the Nominating Committee and elected by ballot for a one (1) year term at the November/ December Local Conference meeting by a majority of the qualified members present.
3.3.2 Qualifications: He/she must be of legal age, eighteen (18), and be a member in good standing with the local Church for no less than two (2) years immediately prior to serving. The wife of an appointed pastor is not eligible to serve as Lay Delegate or Alternate Lay Delegate.
Section
4: Pastoral
Relations Committee (PRC) - The
primary function of the PRC is to assist the appointed pastors in their
spiritual development as leaders, and in effectively serving the needs of the
Church.
3.4.1
Membership:
The membership of the Pastoral Relations Committee shall be the appointed
pastors, Lay Delegate, Alternate Lay Delegate, President of the Ministry
Council, and two (2) At-large members from the congregation elected by the
Local Conference.
3.4.2
At-large Members: The Nominating Committee will
present nominations for two (2) At-large members to Local Conference for
election.
3.4.3
Organization:
At their first meeting in a new year the PRC shall elect a Chairperson and a Secretary. Neither of these positions may be filled by
appointed pastors or by the Chairperson of the Ministry Council.
3.4.4
Meetings: The PRC shall meet at least four (4) times a
year, and as often as deemed necessary.
Meetings may be called by the Chairperson, the appointed pastors, or the
Conference Minister. Secret meetings are
forbidden. The PRC may meet without the
pastor(s) present provided that the Conference Minister or someone appointed by
him is in attendance and the pastor(s) are informed of the meeting prior to its
occurrence. In such a situation the
Conference Minister shall consult with the pastor(s) as soon as possible
thereafter.
3.4.5
Responsibilities: The PRC shall be a conferring and counseling body available for
consulting with appointed pastors on the spiritual condition of the local church
ministry and their performance in the pastoral role. This committee must be sensitive to the relationship
between the pastor(s) and the congregation. The PRC shall seek to enhance the
pastor-congregation relationship by helping each to understand the other’s
needs and responsibilities. Whenever a pastoral change is considered, the PRC
shall perform the tasks assigned to it by the E.C. Discipline, special rules of
National Conference, and the Ministry Council.
The PRC will serve as liaison between the congregation and the
Conference Stationing Committee in the pastoral search process.
3.4.5.1 Reports: The PRC shall report their meeting dates to the Ministry Council.
Section
5:
Ministry Council: The Ministry Council exists to keep the church accountable
to its mission and its focus upon achieving the vision established for the
church. The Ministry Council serves as the Board of Directors of the
Corporation and its officers serve as the
Executive Committee (3.5.5).
3.5.1 Membership: The membership of the Ministry Council consists of: appointed pastors, Lay Delegate, Church Treasurer, Chairperson of the Administrative Team, three (3) Members-at-large elected by the congregation, the Chairperson of each of the following committees: Children’s Ministry, Evangelism and Discipleship, Missions, Networking, Senior’s Ministry, Small Groups Ministry, Sunday School, Worship, Young Adult Ministry, Youth Ministry, and other committees as may be deemed appropriate by the Ministry Council.
3.5.1.1 Membership Eligibility: All members of the Ministry Council shall be
members of the congregation in good standing for no less than two (2) years immediately
prior to serving. No person shall serve
at the same time in multiple positions, unless otherwise approved by the
Ministry Council. All chairpersons for committees
are subject to final approval by the Administrative Team.
3.5.2 Organization: The Ministry Council shall meet for re-organization at its first regular meeting following the Annual Congregational Meeting. It will elect from its membership, (excluding the appointed pastor(s), Chairperson of the Administrative Team and Church Treasurer), a President, Vice-President and Secretary and such other officers as may be deemed necessary. The Ministry Council shall also elect to the office of Church Treasurer an individual from nominees presented by the Nominating Committee. Officers shall serve for a period of one (1) year or until their successors are elected and shall for all purposes constitute the officers of the Corporation. Any vacancies in these offices shall be filled by the Ministry Council using the same procedures mentioned above.
3.5.2.1 Officers and Duties: The following officers shall be the officers of the Corporation for legal purposes and shall carry out the following duties:
3.5.2.1.1 President: The President shall preside at all regular and special meetings of the Ministry Council. The President shall also enter into legal contracts at the request of and on behalf of the Ministry Council. He/she shall perform such other duties as the Ministry Council may direct. The President shall serve as an ex-officio member of any organized body of the Corporation.
3.5.2.1.2 Vice President: The Vice President shall act as the President of the Ministry Council in the absence of the President, and in case of vacancy of the office of President shall assume the duties of the President until Ministry Council action can be taken to fill the vacancy.
3.5.2.1.3 Secretary: The Corporate Secretary shall keep accurate minutes of all proceedings of the Ministry Council, Local Conference, and of the business conducted at the Annual Congregational Meeting. In addition, the Corporate Secretary shall handle all Ministry Council correspondence. However, the Ministry Council may ask the church secretary to serve as Recording Secretary to handle the above responsibilities.
3.5.2.1.4 Treasurer:
The church Treasurer shall be responsible for an accurate accounting
of all funds received and disbursed.
He/she shall pay all bills as authorized by the Ministry Council. The Treasurer shall report to the Ministry
Council at its regular meetings the condition of the funds in his/her charge,
and at the close of the church year shall present an annual itemized financial
report for use at the Annual Congregational Meeting and for use in preparing the
statistical report for National Conference.
3.5.3
Meetings: The Ministry Council shall meet at least every three (3)
months. Notification of these meetings
shall be given to each member of the Ministry Council at least two (2) weeks in
advance.
3.5.3.1
Special Meetings: Special Meetings may be called by the
President. The President shall call a
Special Meeting of the Ministry Council at the request of the Senior Pastor or
upon written request of at least three (3) members of the Ministry Council.
Notification of these special meetings shall be given to each member of
the Ministry Council at least three (3) days in advance unless otherwise
impossible because of the urgency of conducting immediate business.
3.5.3.2
Quorum: A quorum shall consist of one-half (1/2) of
the membership plus one (1).
3.5.3.3 Visitor/Special Attendees: Any member of the church in good
standing may attend a Ministry Council meeting to observe the business that is
being conducted. In addition: any items of business may also be presented
to the Ministry Council provided that the Ministry Council President is
notified in advance and the item(s) are placed on the agenda for that meeting.
3.5.4 Responsibilities: Its primary task is to monitor the spiritual
health of the church and to take the necessary actions to insure that the
mission is being accomplished.
3.5.4.1
Safeguards the By-Laws / Policy Manual: The Ministry Council may, upon a two-
thirds (2/3) vote of those present, rescind the
advancement of any ministry initiative or policy that, in its view, conflicts with the Mission, Vision, Core Values, Articles
of Faith, or the E.C. Discipline.
3.5.4.2 Approves Budget: The Ministry
Council will review and approve for recommendation the annual budget prepared
by the Administrative Team prior to its presentation at the Annual
Congregational Meeting for adoption.
3.5.4.3 Considers
Referred Matters: The Ministry Council will make all necessary
decisions
on matters referred to them in accordance with these
By-Laws, or as the congregation may direct, when not in conflict with the rules
of National Conference or the E.C. Discipline.
3.5.4.4 Nominating Committee Appointments: The
Ministry Council, within sixty (60) days following the Annual Congregational
Meeting, will make their appointments for the Nominating Committee.
3.5.4.5 Finance Committee Appointments: The
Ministry Council, within thirty (30) days following the Annual Congregational
Meeting, will appoint one (1) Finance Committee member
for the term that is expiring.
3.5.4.6 Oversight of Committees and Administrative Team: The Ministry Council may recommend policy changes to any committee or to the Administrative Team. The Ministry Council may rescind a committee or the Administrative Team decision in the area of policy. The Ministry Council makes the determination of which budget categories are under the governance of a particular committee or Administrative Team. The Ministry Council reserves the right to direct any committee or the Administrative Team to delay or reduce their expenditures should such action be needed to insure the financial integrity of the church as a whole. Appointed pastors shall serve as ex-officio members of any organized body of the Corporation.
3.5.5 Executive Committee: The Executive Committee consists of the officers of the Corporation and is empowered to act on behalf of the Ministry Council in the event that the Ministry Council is unable to convene.
Section
6:
Administrative Team: The Administrative Team assists and serves
under the authority of the Ministry Council by giving oversight and leadership
to the management of the property, personnel and financial resources of the
church.
3.6.1 Membership: The membership of the Administrative Team consists of: seven (7) Trustees and the Church Treasurer.
3.6.1.1 Membership Eligibility: All members of the Administrative Team are required to be of legal age, eighteen (18), and must be members of the congregation in good standing for no less than two (2) years immediately prior to serving on the Administrative Team.
3.6.1.2 Election of Trustees: Seven (7) members will be elected as Trustees for one (1) three-year term. Trustees may not serve more than three (3) consecutive full terms. Nominations will be presented by the Nominating Committee and elected by written ballot at the Annual Congregational Meeting by a majority of the eligible members present. Vacancies for unexpired term(s) shall be filled by appointment through the Ministry Council until an election is held at the next Annual Congregational Meeting to fill the unexpired term.
3.6.2 Organization: The Administrative Team shall meet for re-organization within three (3) weeks following the Annual Congregational Meeting. It will elect from among its membership, excluding the Church Treasurer, a Chairperson (who will serve as representative to the Ministry Council), Vice-Chairperson and Secretary. These officers shall serve for a term of one (1) year and may serve successive terms.
3.6.3 Meetings:
The Administrative Team shall
meet at least every three (3) months. Notification
of these meetings shall be given to each member of the Team at least two (2) weeks
in advance.
3.6.3.1 Calling Meetings: An Administrative
Team meeting may be called by the Chairperson, Church Treasurer or upon written
request by three (3) members of the Administrative Team.
3.6.3.2 Quorum: A quorum shall
consist of one-half (1/2) of the membership plus one (1).
3.6.4
Responsibilities: Its primary task is to support
and enable the ministries of the church, on behalf of the Ministry Council, through
the management of the church’s financial, personnel and property
resources.
3.6.4.1 Trustees: In order to facilitate ministry, the Trustees shall be responsible for
the management, maintenance, repair, protection and insurance of all real and
personal property of the congregation.
They are authorized to negotiate for the purchase, construction, lease,
mortgage and sale of property of the congregation in accordance with the
instructions of the Ministry Council, or in the case of real property, in
accordance with the will of the congregation as expressed by the majority of
the members present at a congregational meeting. The Trustees will submit to the congregation
an annual report setting forth its transactions during the year, and the
condition of property belonging to the congregation.
3.6.4.2
Church Treasurer:
The Church Treasurer shall
provide a monthly financial report to the Administrative Team for information and
to the Ministry Council for approval.
3.6.4.3
Hires and Discharges: In
consultation with the Executive Committee of the Ministry Council, the
Administrative Team will be responsible for the hiring and discharging of all
church employees, with exception of National Conference Stationed Pastor(s). Salaries
of said employees will be set in consultation with the Personnel Committee.
3.6.4.4
Oversight of Committees: The
Administrative Team will give oversight to the following standing committees: Cemetery, Finance, Personnel, Property and such other committees as may be deemed
necessary. A Trustee will be assigned to
serve as an ex-officio member for each of the committees under the
Administrative Team not already having Trustee representation. The assigned Trustee will be expected to
attend all meetings of that committee.
Article IV – Nominating Committee
Section
1: Nominating Committee: The Nominating Committee is responsible to
the congregation for selecting qualified individuals as candidates for all
elected positions.
4.1.1 Membership:
The membership of the Nominating Committee shall consist of:
National Conference Stationed Pastors, the Chairperson of the Networking
Committee, the Chairperson of the Administrative Team and five (5) additional non-Ministry
Council members, appointed by the Ministry Council.
4.1.1.1 Membership Eligibility: All members of the Nominating Committee, with exception to National Conference Stationed pastors, must be members of the congregation in good standing for no less than two (2) years immediately prior to serving on the Nominating Committee, during which they have demonstrated their commitment, leadership and knowledge of the congregation. They shall be members of highest regard.
4.1.1.2 Chairperson: The Chairperson of the Networking Committee will
serve as Chairperson of the Nominating Committee.
4.1.2 Meetings: The
Nominating Committee will meet as often as necessary to complete their task of
nominating qualified individuals to fill any vacancies.
4.1.3 Responsibilities: To
identify qualified and spiritual persons for the following leadership
positions:
S – Successive terms may be served.
Trustees
– Two (2) or three (3) every year, S (Annual
Congregational Meeting)
Representing
staggered terms as there are seven (7) Trustees total
Lay
Delegate – every year, S (Local Conference)
Alternate
Lay Delegate – every year, S (Local
Conference)
Church
Treasurer – every year, S (Ministry
Council)
At-Large Members
Ministry
Council – One (1) every year, S (Annual
Congregational Meeting)
Representing
staggered terms as there are three (3) At-large members total
PRC
- Two (2) every year, S (Local Conference)
Every
effort will be made to nominate at least twice the number of individuals for each
position to be elected.
Article V – Offices and Fiscal Year
Section
1: Offices: The registered
office of the Corporation shall be in Lancaster County, Pennsylvania.
Section
2: Fiscal Year: The fiscal year of the Corporation shall begin on
January 1 and end on December 31 of each year.
All accounts for various funds of the church shall be closed as of
December 31 and all reports based thereon.
Article VI – Liability and
Indemnification of Directors and Officers
Section
1: Personal Liability: The members
of the Ministry Council, as the Board of Directors, shall not be personally
liable for monetary damages as a result of any action taken, or failure to act,
unless such action or inaction constitutes both:
(a)
a breach of or
failure to perform his/her duties in compliance with the standards of fiduciary
care described in the Director’s Liability Act (i.e. in good faith, in a manner
he/she reasonably believes to be in the best interest of the corporation, and
with such care, including reasonable inquiry, skill and diligence, as a person
of ordinary prudence would use under similar circumstances); and
(b)
self-dealing,
willful misconduct or recklessness, subject to exceptions provided by said Act,
for his/her responsibility or liability under and criminal statute and his/her
liability for payment of taxes.
Section
2: Indemnification: Every director and every officer of the Corporation
shall be indemnified by the Corporation against all expenses and liability,
including counsel fees, reasonably incurred by or imposed upon him/her in
connection with a proceeding to which he/she may be made a party, or in which
he/she becomes involved, by reason of his/her being or having been a director
or officer of the Corporation, or any settlement thereof, whether or not he/she
is a director or officer at the time that such expenses are incurred, except in
such cases wherein the director or officer is adjudged by a court guilty of
willful misconduct or recklessness in the performance of his/her duties,
provided however, that such indemnification shall be given in any case wherein
the act or failure to act was authorized or later approved by the Board of
Directors. In the event of a settlement,
the indemnification herein shall apply only when the Board of Directors
approves such settlement, and reimbursement is deemed for the best interest of
the Corporation.
In
the event that a director or officer is adjudged guilty of willful misconduct
or recklessness, the Board of Directors may, in specific cases, apply the
foregoing indemnification.
In a
proceeding brought as derivative action on behalf of the Corporation, the above
indemnification shall apply only to expenses and counsel fees unless otherwise
specifically authorized by the Board of Directors.
The
foregoing right of indemnification shall be in addition to and non-exclusive of
all other rights to which such director or officer may be entitled.
The
Corporation may, on an individual basis, in specific cases, apply the above
indemnification to an employee of the Corporation.
Article VII – Amendments
Any alterations of, or amendments to, the By-Laws
on the agenda at the Annual Congregational Meeting may be made by a majority
vote of eligible voters present at that meeting. In order to be considered for placement on
the agenda of the Annual Congregational Meeting, proposed changes must be
presented to and approved by the Ministry Council no later than fourteen (14) calendar
days prior to their January meeting. By
adoption of the proposed amendments to these By-Laws enacted January 31, 2010
this organizational structure will supersede any other document that may
currently exist for any organized group considered to be affiliated with
Trinity E.C. Church.