Bylaws

Constitution and Bylaws of Lutheran Community of Grace   Adopted 9-7-2008

Bylaw 1 The Church Council

B1.01. Subject to the limitations of the Constitution or Bylaws of this congregation, and subject to the ultimate authority of the congregation, the business and affairs of this congregation shall be managed by or shall be under the direction of the church council.

B1.02. There shall be seven (7) to twelve (12) members of the church council, who shall be elected at a regular or special meeting of the congregation called pursuant to the Bylaws. Each council member shall serve a three-year term and shall hold office until the election of a successor council member. Council terms shall be staggered as evenly as is practicable, so that approximately one-third of the council is elected each year. Any person who is a voting member of the congregation shall be eligible for election to the church council. The number of council members to be elected shall be determined by the annual meeting of the congregation upon the advice of the church council. Until a successor council member has been elected and qualified, the council member to be replaced or succeeded shall continue in office, unless the member has been removed. Election of a council member to serve more than two consecutive terms of office shall require a two-thirds majority of the voting members present and voting. Pastors of the congregation shall be expected and entitled to attend and participate in all church council activities other than an emergency meeting to suspend the pastor, but shall not be entitled to a vote.

B1.03. Meetings of the church council may be held from time to time at any place the church council may designate within or without the state of Minnesota. Either the President or any three members of the church council may call a meeting of the church council by giving ten (10) days notice to all of the other council members of the date and time of the meeting. The notice may be given by mail, telephone, electronic mail, facsimile transmission, or in person. If a meeting schedule is adopted by the church council, or if the date and time of a church council meeting has been announced at a previous meeting, no formal notice is required. A council member may waive notice of a meeting of the church council and such waiver is effective whether given before, at, or after the meeting and whether such waiver is given in writing, orally, or by attendance.

B1.04. A majority of the council members currently holding office is a quorum for a meeting to transact any business. There shall be no voting by proxy or absentee ballot at any meeting of the church council.

B1.05. Any action required or permitted to be taken at a meeting of the church council may be taken by written action signed by the number of council members that would be required to take the same action at a meeting of the church council at which all council members were present, provided that all members of the council members receive reasonable notice of the text of the written action at the same time it is furnished to any council member for signature. Signatures may be communicated electronically (for example by electronic mail or facsimile), subject to challenge for forgery or fraud. All members of the church council shall be notified immediately of the effective date of any such written action that is duly taken.

B1.06. A member of the church council may be removed with or without cause a) by majority vote at a regular or special meeting of the congregation, or b) by a two-thirds vote of the remaining church council members, following written notice to the council member that removal will be considered. Such removal shall not disqualify the removed council member from future membership on the church council. Within ten (10) days following removal by the church council, such member of the church council may deliver to the church council a request for a special meeting of the congregation to consider whether to sustain the removal.

B1.07. Vacancies on the church council resulting from the resignation, inability to serve, or removal of a council member may be filled by the affirmative vote of a majority of the remaining council members, even though less than a quorum. Each council member elected under this section to fill a vacancy holds office until a qualified successor is elected at the next regular or special meeting of the congregation.

B1.08. The church council may, by resolution, establish committees to conduct the affairs and business of the congregation. The church council, with the assistance and advice of the Treasurer, shall establish policies for such functions as the financial, accounting, insurance, property management, investment, and money management systems of the congregation, including the periodic audit of all such functions.

Bylaw 2 Congregational Officers

B2.01. This congregation shall have as its officers a President, a Vice President, a Secretary, and a Treasurer and such other officers as the council shall, from time to time, create. The church council may remove any officer by a two-thirds majority vote with or without cause, with the exception of the treasurer, who may be removed only for cause.

B2.02. All officers shall be elected by the board from among the board's members to serve a one-year term. The board shall select an individual to perform the responsibilities described in Minnesota Statutes Chapter 317A applicable to the president of the corporation and if not otherwise selected, the President shall perform these duties.

B2.03. The Vice President shall preside over all meetings of the church council where the President is unable to preside and shall serve under the direction of the President.

B2.04. The Secretary shall serve as the recording officer of the church council, shall keep the minutes, have responsibility for records, rosters, archives, and other documents of the congregation and such other duties as may be assigned to the Secretary by the church council.

B2.05. The Treasurer shall be responsible for the financial affairs of the congregation, in accordance with policies adopted by the church council.

B2.06. Should the President resign or be unable to serve, the Vice President shall be charged with the responsibilities of the President until the election of a new President or until the President is able to serve again. Should the Vice president, Secretary, or Treasurer resign or be unable to serve, the President, with the approval of the church council, shall arrange for the election of a new officer by the church council to fulfill the responsibilities of the position.

B2.07. Any candidate for the election to the church council shall be entitled to the names and addresses of congregational members, for the purpose of communicating the candidate's vision and the candidate's desire to seek election to the church council.

Bylaw 3 The Pastoral Office

B3.01. The congregation shall have the authority to call a pastor to serve the congregation and shall adopt a resolution describing the procedures to be followed in connection with issuing a call to a pastor. Those procedures may include, but are not limited to appointing a call committee, designating the church council to act as the call committee, and such other procedures as the congregation, in its sole discretion, may adopt.

B3.02. The congregation shall have the authority to terminate a pastoral call, with or without cause, after written notice to the pastor and the congregation that a congregational meeting will be held to consider such termination; provided, however, that any such termination may occur only upon a two-thirds majority of the voting members present and voting at a congregational meeting following at least thirty (30) days written notice that such congregational meeting will consider call termination. The action of the congregation is final and the call shall terminate as directed by the congregation.

B3.03. In the event of an emergency affecting the ability of a pastor to serve the congregation, including but not limited to the commission of criminal activities or other conduct unbecoming a pastor of this congregation, the church council, by a two-thirds majority vote, may immediately suspend a pastor of this congregation, with or without pay, pending further proceedings.

Bylaw 4 Meetings of the Congregation

B4.01. Except as otherwise provided in the Constitution and Bylaws, at least thirty (30) days written notice shall be given of the agenda, date, time and place of a regular or special congregational meeting. Any written notice of a regular or special congregational meeting shall be sent electronically or by mail to any address designated by a member of the congregation, and shall be posted at each worship service held during the notice period.

B4.02. The congregation shall hold at least one regular meeting annually, at a time and place specified in writing by the church council or by prior action of the congregation. The agenda of a regular meeting shall be determined by the church council and shall be provided to the voting members of the congregation with the notice of the meeting. New business shall always be available on the agenda for a regular meeting.

B4.03. Special meetings of the congregation may be called by the church council and shall be called by the church council upon receipt of a petition executed by at least twenty percent (20%) of the voting members of the congregation. Upon receipt of a timely petition from a removed council member, a special meeting shall be held within thirty (30) days following removal. The congregation shall be given at least ten (10) days written notice of a special meeting to consider whether to sustain the removal of a council member. Only matters specified in the notice of the special meeting, or germane to the matters specified in the notice of the special meeting, may be considered at the special meeting.

B4.04. A quorum for conducting business at a regular or special meeting of the congregation shall be 20% of the voting members of the congregation as of the date of notice of meeting, or 50 voting members of the congregation, whichever is lower.

B4.05. Written ballots shall be required to amend or adopt articles of incorporation, the Constitution of the congregation, to call a pastor or to terminate a pastoral call or when properly requested under rules of parliamentary authority.

B4.06 Except as otherwise provided by the Constitution, Bylaws and resolutions, if any, of this congregation, rules of parliamentary authority as set forth in the current edition of Robert's Rules of Order shall govern the affairs of this congregation and its church council.

Bylaw 5 Amendment of Bylaws

B5.01. The Bylaws of this congregation may be amended at any regular or special meeting of the congregation where the amendment to the Bylaws has been presented in writing by the church council or by at least 10 per cent of the voting members of the congregation or 50 voting members of the congregation, whichever is less. Bylaw amendments which are the subject of congregational voting member petition shall first be submitted to the church council, which may review and comment, but then shall call a congregational meeting pursuant to these Bylaws to consider the proposed amendment and any germane changes to the proposed amendment.

B5.02. The adoption of any amendment to the Bylaws shall require a majority vote of the voting members present and voting at a regular or special meeting of the congregation called in accordance with the Bylaws.