PRoposed by-laws

Covenant Partner Meeting Sept. 17th to Present & Discuss

Marietta Community Church (4).jpg
 
 

PROPOSED Bylaws

BYLAWS of Marietta Community Church, Inc.

Operating as Marietta Community Church, an ECO Presbyterian Congregation

Adopted ________________(Draft #5)

 

PREAMBLE

Marietta Community Church, Inc. (herein “the Corporation”), a nonprofit corporation organized under the Georgia Nonprofit Corporation Code, operating as Marietta Community Church, an ECO Presbyterian Congregation (herein “the Church”), is a member congregation of A Covenant Order of Evangelical Presbyterians (herein “ECO”). The Church shall be governed by the Constitution of ECO, which consists of Essential Tenets, Polity, and Rules of Discipline, (“ECO Polity and Discipline”) and which is incorporated into and made a part of these Bylaws. The Corporation is organized to operate, manage the affairs of, and hold the property of the Church. The Church and the Corporation shall be governed by these Bylaws, but no provision of these Bylaws shall be valid if it conflicts with the Constitution of ECO, the Articles of Incorporation of the Corporation, or the Georgia Nonprofit Corporation Code.

 

ARTICLE I

CONGREGATION

1.1 Membership

The Members of the Corporation shall be the Covenant Partners of the Church, as defined in Section 1.0402 of ECO Polity and Discipline. Only the Covenant Partners of the Church shall be eligible to speak or vote at meetings of the Congregation, except as provided in section 1.2.4.

1.2 Meetings

An annual meeting of the Congregation shall be held during the last quarter of each year at the time and place set by the Session for the purpose of electing Elders to serve on the Session and for transacting such other business as may come before the meeting.  The Session may call a special meeting of the Congregation, for any purpose or purposes, and shall call a special meeting upon the written request of five percent of the Covenant Partners.

1.2.1 Notice: Notice of each meeting of the Congregation shall be given at the two Sunday worship services immediately preceding the meeting, and also on the Church’s website and weekly electronic communications two weeks prior to the meeting. The notice shall include the purpose or purposes for which the meeting is called.

1.2.2 Quorum: Ten (10) percent of the Covenant Partners of the Church and a moderator shall constitute a quorum. No Covenant Partner shall be entitled to vote by proxy.

1.2.3 Moderator: The Pastor/Head of Staff (herein “the Pastor”) shall moderate meetings of the Congregation.

1.2.4 Parliamentary procedure: Meetings of the congregation shall be governed by the latest edition of Robert’s Rules of Order, Newly Revised, except as follows. Whenever the Congregation is to consider a matter that is complex or might otherwise require in depth explanation, it may engage in an informal period of discussion. During such period, persons who are well-informed on the matter may speak to the entire Congregation and answer questions so that the responses are heard by the entire Congregation. The speakers and questioners may not express their opinions about, or advocate a disposition of, the matter.

ARTICLE II

SESSION (LEADERSHIP TEAM)

2.1 General Powers

The Session, which may also be referred to as the Leadership Team, shall have all the responsibilities, duties, authority, and powers provided in the Constitution of ECO to govern the Church, and shall serve as the Board of Directors of the Corporation, with all the powers necessary to manage the business and affairs of the Corporation, as provided under the Georgia Nonprofit Corporation Code. The powers and duties of the Session shall consist of the matters of responsibility and authority set forth in Section 1.0603 of the ECO Polity and Discipline, including, but not limited to the maintaining of a Roll of Covenant Partners (members) and a Roll of Baptisms, the adoption and administration of an annual budget, and planning for and evaluation of the worship, education, and discipleship of the Congregation.

2.2 Composition

The Session shall consist of the Pastor, the Associate Pastors, and twelve Elders. At the first congregational meeting called after the adoption of these bylaws, the Congregation shall elect four Elders to serve a three-year term, four Elders to serve a two-year term, and four Elders to serve a one-year term.  After three years, all Elders shall serve terms of three years, staggered so that the terms of the Elders shall begin in January of the next year and expire three years later when the newly elected Elders are installed. No Elder shall serve more than one (1) consecutive three-year term. Fulfilling a partial term is not considered part of the term limit. Elders who have served a full three-year term are not eligible for election again until one year after the end of their last term.  The eleven Covenant Partners elected to the Leadership Team on November 20, 2016, shall serve as members of the Session until Elders are elected and installed as provided for in this section. 

 

2.3 Meetings

The Session shall have stated meetings monthly. The Pastor may call special meetings of the Session, and shall do so if requested by the presbytery or by two Elders.

            2.3.1 Moderator: The Pastor ordinarily shall moderate meetings of the Session. If that is impractical, the Pastor may ask another pastor or a member of the Session to moderate, with the Session’s approval.

            2.3.2 Quorum: One pastor and seven Elders shall constitute a quorum.

            2.3.3 Notice: In calling a special meeting the Pastor shall give as much notice as practical, which shall include the purpose or purposes for which the meeting is called.  To the extent practical, Session members shall be given at least seven days’ notice of the matters to be acted on at each stated meeting, except for meetings that might be called on an emergency basis.

            2.3.4 Participation: Voting by proxy is not permitted, but the Session may authorize members of the Session who cannot attend a particular meeting to participate in the meeting and vote if the Session uses a form of telephonic, video, or other electronic communication that permits all members to hear all the discussion and to view any printed or graphic material necessary for a full understanding of the matters being considered.

            2.3.5 Parliamentary procedure: Meetings of the Session shall be governed by the latest edition of Robert’s Rules of Order, Newly Revised, except as follows. With unanimous consent, a matter may be discussed informally before a motion is made concerning the matter.

 

 

ARTICLE III

OFFICERS OF THE CHURCH AND CORPORATION

3.1 Chief Executive Officer

Every year at its January stated meeting the Session shall elect a pastor, elder,   or staff member as the Chief Executive Officer of the Corporation, who shall serve a term of one year and shall be eligible for reelection.    The Chief Executive Officer shall execute legal instruments and documents on behalf of the Corporation as directed by the Session, and perform all other duties as from time to time the Session may assign.

 

 

 

3.2 Clerk of Session/Corporation

Every year at its January stated meeting, the Session shall elect a Clerk of Session who shall serve a term of one year and shall be eligible for re-election. The Clerk must be an Elder, either serving as a current member of the Session, or having served previously as an Elder. The Clerk shall keep minutes of the meetings of the Session, be the custodian of all records of the Church, and serve as Secretary of the Corporation.

3.3 Treasurer of Session/Corporation

At its first meeting after the adoption of these bylaws the Session shall elect a Covenant Partner who shall serve as Treasurer at the pleasure of the Session. The Treasurer shall: (1) have the care and custody of all the Church’s funds, securities, evidences of indebtedness and other personal property, and deposit the same in accordance with the instruction of the Session; (2) make regular financial reports to the Session and the congregation and such other reports as the Session may request from time to time; and (3) perform all other duties as from time to time the Session may assign. The Treasurer shall also serve as Treasurer of the Corporation.

 

 

 

ARTICLE IV

 

ELECTION OF ELDERS AND CALLING OF PASTORS

4.1 Members of the Session

4.1.1 Nominating Committee:  By June 1 of each year the Session shall appoint a committee to nominate Covenant Partners to be the Elder Members of the Session. The committee shall solicit suggestions from the Congregation, and nominate the number of Covenant Partners equal to the number of vacancies that will exist in January of the following year.  The Nominating Committee shall seek to nominate Elders that are representative of all Covenant Partners in accordance with the mission of the church, which is to be an intergenerational community. 

4.1.2 Elections: At the annual meeting of the Congregation in the last quarter of the year, the Nominating Committee will present its slate of nominees, there will be an opportunity for nominations from the floor, and the elections will be held. If the number of nominees equals the number of vacancies, the elections will be by voice vote. If the number of nominees exceeds the number of vacancies, the elections will be by secret ballot in accordance with Robert’s Rules of Order, Newly Revised. Each Covenant Partner will cast a vote for four Elders (or the number of vacancies up for election) and the candidates with the highest number of total votes shall fill the vacant seats.

4.1.3 Training and Installation: The Pastor and Session shall provide suitable training for the Covenant Partners elected to serve on the Session. The newly elected Session members shall be installed before the January stated meeting of the Session.

 

4.2 Pastor and Associate Pastors

            The categories and responsibilities of pastors of the Church shall be in accordance with ECO Polity and Discipline Section 2.0401, including Pastor/Head of Staff, Associate Pastor, and Assistant Pastor which shall be nominated and called as follows:

            4.2.1 Nominating Committee: In the event of a current or pending vacancy in the position of Pastor/Head of Staff or Associate Pastor, the Session shall call a special meeting of the Congregation to elect a Pastor Nominating Committee consisting of nine Covenant Partners. At the meeting, the Session will nominate nine Covenant Partners to serve on the committee. After an opportunity for nominations from the floor, nine members of the committee will be elected in the same manner that Elders are elected to the Session, as provided in subsection 4.1.2 above.

            4.2.2 Election: After the Pastor Nominating Committee has selected a candidate, the Session shall call a special meeting of the Congregation to vote on the candidate. A majority vote of the Congregation in favor of the candidate is required for a call to be issued. The candidate shall not take office until installed by the presbytery.

4.3 Assistant Pastor

In the event of a current or pending vacancy in the position of Assistant Pastor, the Session shall issue a call to a person who shall take office when installed by the presbytery. If the Session determines that an installed Assistant Pastor should become an Associate Pastor, it may call a special meeting of the Congregation to vote on the candidate in accordance with subsection 4.2.2 above, and serve as the Pastor Nominating Committee.

 

ARTICLE V

FIDUCIARY MATTERS

 

5.1 Indemnification

 

 The Church shall indemnify each member of the Session, corporate officer, or employee, of the Church while they are serving in that capacity under the laws of the State of Georgia, and may in its discretion purchase insurance insuring its obligations hereunder or otherwise protecting the persons intended to be protected. The Church shall pay for or reimburse reasonable expenses incurred by the person identified above who is a party to any proceeding in advance of final disposition.

5.2 Loans prohibited

 

No loans shall be made by the Church to any Elder currently serving on the Session. Any member of the Session who assents to or participates in the making of any such loan shall be liable to the Church for the amount of such loan until the repayment is made. The advance of expenses by the Church to any member of the Session shall not be deemed a loan prohibited by this section.

 

5.3 Compensation prohibited

 

Members of the Session other than pastors shall not receive compensation for their services. However, Elders shall not be disqualified from receiving reasonable compensation for services rendered for the benefit of the Church in any capacity unrelated to their membership on the Session. No agreement between the Church and an Elder member of the Session that involves compensation to the member of the Session shall be made without prior approval of the Session.

 

 

ARTICLE VI

 

DISAFFILIATION

 

6.1 Disaffiliation

 

A decision to disaffiliate from ECO shall require a two-thirds vote of the Covenant Partners present at a Congregational Meeting duly called for the purpose of disaffiliating according to the procedures prescribed in the Constitution of ECO.

 

 

 

ARTICLE VII

 

AMENDMENTS

 

7.1 Bylaws

These Bylaws can only be amended by a two-thirds vote of the Congregation at a duly called meeting of the Congregation with a quorum present.

7.2 Articles of Incorporation

The Session may amend the Articles of Incorporation of the Corporation only if the amendment has been approved by a two-thirds vote at a duly called meeting of the Session with a quorum present.