Sample Constitution and Elder Meeting Bylaws
September 30, 2022
September 30, 2022
3ABC Constitution
Since it pleased Almighty God, by His Holy Spirit, to call certain of His servants to unite here in 1894 under the name [NAME OF CHURCH] of [CITY, STATE] for the worship of God and the spread of the gospel of Jesus Christ, and since He has sustained and prospered this work to the present day; and
Whereas we, having searched the Scriptures under the guidance of His Spirit, have recognized the need to reconstitute ourselves to conform more closely to His will for the Church in this age and to prepare ourselves for greater efforts in His name;
Now therefore, we do hereby organize ourselves in accord with the [any relevant State requirements] and adopt this Constitution as our articles of governance, to be interpreted at all times to reflect the character of and bring glory to Jesus Christ, as revealed in the Holy Bible and articulated in the Statement of Faith and Covenant of this church.
Article 1. Membership
Section 1.
Clause 1. Members of this church shall be believers in Jesus Christ Who give evidence of regeneration;
Clause 2. Who have been baptized as believers in obedience to Christ;
Clause 3. Who hold without mental reservation the doctrines of our church as expressed in the Statement of Faith; and
Clause 4. Who promise to keep the commitments expressed in the Church Covenant.
Section 2.
Clause 1. An Applicant shall be received as a Member of the church upon the recommendation of the Elders and the subsequent agreement of at least three-quarters of the Members present and voting on the question at any Members’ Meeting.
Clause 2. No Member of this church shall retain membership in any other church.
Section 3.
Clause 1. Members shall be expected to participate actively in the life of the church By regularly attending its Lord’s Day meetings;
Clause 2. By faithfully observing its ordinances, namely Baptism and the Lord’s Supper;
Clause 3. By submitting to its discipline and instruction; and
Clause 4. By attending, as frequently as possible, its Members’ Meetings.
Clause 5. No Person who is not a Member or Church Associate shall lead any ministry or hold any office of the church.
As amended by the congregation, 4/15/2020 (Multiple). Amended 4/22/2015 (§3.2.6, §3.5.5). Amended 9/18/2013 (§1.3.6, §3.2.1). Amended 5/16/2012 (§3.2.6, §3.2.15, §3.4, §4.1.2, §4.2). Amended 4/20/2011 (§3.2.2, §3.3.2, §3.4.2). Amended 10/17/07 (§1.4.3). Amended 12/20/06 (§4.2.5). Amended 7/19/06 (§3.2.8). Implemented 3/15/06. Adopted 2/15/06.
Section 4.
Clause 1. The church shall recognize the termination of a Person’s Membership following his or her death, and may do so following his or her voluntary resignation or joining with another church.
Clause 2. The church shall have authority to exercise discipline over its Members, which may involve excluding from its Membership any Member consistently neglectful of the duties enumerated in Article 1, Sections 1 and 3, or guilty of scandalous conduct by which the reputation of Christ or His church is dishonored. Any such action shall be done in accordance with the instructions of the Lord Jesus in Matthew 18:15-17 and those of the Apostle Paul in 1 Corinthians 5:1-5 and 2 Corinthians 2:6-8.
Clause 3. The church shall have authority to refuse a Member’s voluntary resignation or transfer of membership to another church, either for the purpose of proceeding with a process of church discipline, or for any other reason the church deems necessary or prudent.
Clause 4. A Member shall be removed from Membership as a matter of church discipline upon the recommendation of the Elders and the subsequent agreement of at least three-quarters of the Members present and voting on the question at any Members’ Meeting.
Section 5.
Clause 1. Students and others temporarily residing in the Louisville area may be received as Associates of the church, provided they are members in good standing of another evangelical Baptist church.
Clause 2. An Applicant shall be received as an Associate upon the recommendation of the Elders and the subsequent agreement of at least three-quarters of the Members present and voting on the question at any Members’ Meeting.
Clause 3. Associates shall retain membership in one other evangelical and baptistic church.
Clause 4. Associates shall be expected to participate actively in the life of the church in the same way as Members, except that they shall not be eligible either to stand for any office or to vote.
Clause 5. A Person’s Association with the church shall terminate immediately upon the ending of residence in the Louisville area or by voluntary resignation. The church shall have authority to terminate the Association of any Church Associate consistently neglectful of his or her duties, or guilty of scandalous conduct by which the reputation of Christ or His church is dishonored. In such an event, the Elders shall refer disciplinary action to the pastor or elders of the excluded person’s home church.
Article 2. Meetings
Section 1.
The church shall meet together for public worship each Lord’s Day morning, and at other times throughout the week as the church may determine.
Section 2.
Clause 1. The church shall hold a regular Members’ Meeting at least every other month, which shall not be held in place of the regular Lord’s Day morning meeting, but at some other time.
Clause 2. The Elders, whenever they deem it necessary, or within thirty days of receiving a written request signed by ten percent of the voting Membership, shall call a special Members’ Meeting.
Clause 3. No Members’ Meeting shall be held until the date, time, and place of such meeting shall be announced at every public meeting of the church for one week immediately prior to the Members’ Meeting in question, except as described in section 4.2.3 of this Constitution.
Clause 4. The Chairman of the Elders or his Representative shall preside as Moderator at all Members’ Meetings, but shall have no vote, unless the Members be equally divided on a question.
Clause 5. Members’ Meetings shall proceed according to a reasonable order, and the Members present shall constitute a quorum to do business. Motions shall be adopted upon the agreement of a majority of the Members present and voting on the question, except on matters otherwise provided for in this constitution.
Clause 6. Members must be physically present in order to Vote. For the purposes of this Constitution, “present” shall be defined as physically present.
Clause 7. In the event that legal orders by local, state, or federal officials would prevent the Church from holding at least bi-monthly Members’ Meetings as required by this Constitution, and the Elders agree to abide by those orders, the Moderator shall declare duly-called meetings to be “virtual.” In that case, all requirements in this Constitution for physical presence at Members’ Meetings shall be waived, and the Church shall gather and conduct business by any technological means available to the majority of the Church. No other rule shall be affected by a virtual meeting.
Section 3.
Clause 1. The church, duly assembled in a Members’ Meeting, shall be responsible To elect officers;
Clause 2. To receive Applicants into church Membership;
Clause 3. To recognize termination of Membership due to death, transfer of Membership, or voluntary resignation;
Clause 4. To exercise church discipline;
Clause 5. To approve, once in every year, a church budget;
Clause 6. To hear reports from the Elders and, from time to time, the various Deacons/Deaconesses; and
Clause 7. To take any other action they deem necessary or desirable.
Article 3. Government
Section 1.
The biblical offices in the church shall be Elders and Deacons, but final earthly authority is vested in the assembled congregation.
Section 2.
Clause 1. Oversight of the ministry, resources, and facilities of the church shall be vested in a Council of Elders, which shall be comprised of not fewer than three men who satisfy the qualifications set forth in 1 Timothy 3:1-7 and Titus 1:6-9.
Clause 2. Elders shall be selected as follows: The Council of Elders shall at any regular Members’ Meeting present to the church a list of nominees to the office of Elder. For a period of at least one month, the church shall consider whether such nominees are qualified for the office. If any Member believes one or more of the nominees to be unqualified, that Member shall express such concern to the Elders, who may on the basis of that advice remove names from the list of nominees. No name shall be added to the list of nominees which was not included on the initial list. When a period of one month has elapsed, the Elders shall at the next regular Members’ Meeting present a final list of nominees to the church, who shall vote Yea or Nay on each of the nominees in turn. The Moderator or his delegates shall count the votes, and any nominee having the approval of at least three-quarters of the Members present and voting on his nomination shall be an Elder, which men the church shall in due haste publicly recognize and set apart as such.
Clause 3. At least once in every year, the Elders shall at any regular Members’ Meeting solicit from the congregation recommendations for the office of Elder, which recommendations shall be given to the Elders in private, and not publicly. The Elders shall give due consideration to any recommendation received.
Clause 4. In accordance with 1 Timothy 2:12 and 3:2, women shall not serve as Elders.
Clause 5. A majority of the Elders shall be laymen, that is, church members not in the regular pay of the church.
Clause 6. With the exceptions of the Senior Pastor and Associate Pastors, as defined in sections 3.3 and 3.4 of this Constitution, Elders shall be reaffirmed by the church triennially, in accordance with the process described in section 3.2.2 of this Constitution, and having served two consecutive three-year terms, shall not be eligible for re-election for one year. Neither the Senior Pastor nor Associate Pastors shall be subject to a reaffirmation vote, nor to any term limit.
Clause 7. No Elder shall hold the office of Deacon during his tenure.
Clause 8. The Council of Elders shall choose their Chairman and other Officers and shall adopt their own By-Laws. In compliance with the nonprofit corporation laws of Kentucky, the Council of Elders shall serve as the Board of Directors of the Corporation, and the Chairman of the Elders shall serve as the president of the corporation.
Clause 9. Every Elder shall be expected to abide by the By-Laws of the Elder Board of [NAME OF CHURCH], and every Elder shall have a right to attend the entirety of every meeting of the Board, except as described in the By-Laws of the Elder Board of [NAME OF CHURCH].
Clause 10. The Elders shall, in keeping with the principles set forth in the Scriptures, especially Acts 6:1-6; 1 Timothy 3:1-7; 5:17; Titus 1:5-9; James 5:14; and 1 Peter 5:1-4, undertake the responsibility of shepherding God’s flock by devoting themselves to prayer and the ministry of the Word. They shall have particular authority To plan and oversee worship services;
Clause 11. To oversee the ordinances, namely Baptism and the Lord’s Supper;
Clause 12. To examine and instruct prospective members;
Clause 13. To oversee the process of church discipline;
Clause 14. To examine and recommend candidates for all offices and positions;
Clause 15. To oversee the work of the Deacons/Deaconesses and all other agents of the church;
Clause 16. To hire, oversee, evaluate the performance of, and when necessary terminate paid church staff; and
Clause 17. To take any other action which shall be necessary and proper for faithfully overseeing and shepherding the church.
Clause 18. An Elder shall be removed from office upon the vote of two-thirds of the Members present and voting on the question at any Members’ Meeting. Any such action shall be done in accordance with the instructions of the Lord Jesus in Matthew 18:15-17 and those of the Apostle Paul in 1 Timothy 5:17-21.
Clause 19. In the event that the Church has no Elders, the Church shall at the next Regular Members’ Meeting elect an Interim Moderator, who shall at each subsequent Regular Members’ Meeting nominate one or more men to serve as Elders, pursuant to section 3.2.2 of this Constitution, until an Elder is elected. The office of Interim Moderator shall dissolve immediately upon the election of an Elder.
Section 3.
Clause 1. Primary responsibility for preaching and teaching the Scriptures in public meetings of the church may be vested in a Senior Pastor. Only one Senior Pastor may be recognized at a time.
Clause 2. The Senior Pastor shall be selected as follows: The Elders shall at any regular Members’ Meeting present to the church the name of one nominee to the position of Senior Pastor. For a period of at least two weeks, the church shall consider the nominee’s gifts in preaching and teaching, and his commitment to minister personally to the members of this church. If any Member believes the nominee to be unqualified, that Member shall express such concern to the Elders. When a period of two weeks has elapsed, the Elders shall at the next Members’ Meeting present the nominee for Senior Pastor to the church, who shall vote Yea or Nay on his selection as such. The Moderator or his delegates shall count the votes, and if the nominee receives the approval of at least three-quarters of the Members present and voting on the question, he shall be a Member of the church, an Elder, and the Senior Pastor, whom the church shall in due haste publicly recognize as such.
Clause 3. The Senior Pastor shall meet all the qualifications and hold all the rights and responsibilities of a Member of the church. He shall satisfy all the qualifications and hold all the duties and responsibilities of an Elder. In terms of formal authority, there shall be no distinction between an Elder and the Senior Pastor.
Clause 4. The Senior Pastor shall not be subject to a reaffirmation vote, nor to any term limit.
Clause 5. The Senior Pastor shall be removed from office and his employment terminated upon the vote of two-thirds of the Members present and voting on the question at any Members’ Meeting. Any such action shall be done in accordance with the instructions of the Lord Jesus in Matthew 18:15-17 and those of the Apostle Paul in 1 Timothy 5:17-21.
Section 4.
Clause 1. Other particular pastoral responsibilities expected to be of a long-term nature may be vested in one or more Associate Pastors. Other particular pastoral responsibilities expected to be of a short-term nature may be vested in one or more Assistant Pastors.
Clause 2. An Associate Pastor or an Assistant Pastor shall be selected as follows: The Elders shall at any regular Members’ Meeting present to the church the name of one nominee to the position of Associate Pastor or Assistant Pastor. For a period of at least two weeks, the church shall consider the nominee’s gifts in the particular area of service to which he is being called, and his commitment to minister personally to the members of this church. If any Member believes the nominee to be unqualified, that Member shall express such concern to the Elders. When a period of two weeks has elapsed, the Elders shall at the next Members’ Meeting present the nominee for Associate Pastor or Assistant Pastor to the church, who shall vote Yea or Nay on his selection as such. The Moderator or his delegates shall count the votes, and if the nominee receives the approval of at least three-quarters of the Members present and voting on the question, he shall be a Member of the church, an Elder, and an Associate Pastor or Assistant Pastor, whom the church shall in due haste publicly recognize as such.
Clause 3. An Associate Pastor or Assistant Pastor shall meet all the qualifications and hold all the rights and responsibilities of a Member of the church. He shall satisfy all the qualifications and hold all the duties and responsibilities of an Elder. In terms of formal authority, there shall be no distinction between an Elder and an Associate Pastor or Assistant Pastor.
Clause 4. An Associate Pastor shall not be subject to a reaffirmation vote, nor to any term limit. An Assistant Pastor shall be subject to the provisions of section 3.2.6 of this Constitution.
Clause 5. An Associate Pastor or Assistant Pastor shall be removed from office and his employment terminated upon the vote of two-thirds of the Members present and voting on the question at any Members’ Meeting. Any such action shall be done in accordance with the instructions of the Lord Jesus in Matthew 18:15-17 and those of the Apostle Paul in 1 Timothy 5:17-21.
Section 5.
Clause 1. Particular service to the church shall be provided by Deacons/Deaconesses, the number of which shall vary as the church has need, and who shall satisfy the qualifications set forth in 1 Timothy 3:8-13.
Clause 2. The Deacons/Deaconesses shall not meet together regularly as a body. Each diaconate position shall serve a particular need of the church, and shall be created or dissolved upon the recommendation of the Elders and the subsequent agreement of a majority of the Members present and voting on the question at any Members’ Meeting.
Clause 3. Deacons/Deaconesses shall be selected as follows: The Council of Elders shall at any regular Members’ Meeting present to the church a list of nominees to the office of deacon/deaconess. For a period of at least one month, the church shall consider whether such nominees are qualified for the office. If any Member believes one or more of the nominees to be unqualified, that Member shall express such concern to the Elders, who may on the basis of that advice remove names from the list of nominees. No name shall be added to the list of nominees which was not included on the initial list. When a period of one month has elapsed, the Elders shall at the next regular Members’ Meeting present a final list of nominees to the church, who shall vote Yea or Nay on each of the nominees in turn. The Moderator or his delegates shall count the votes, and any nominee having the approval of two-thirds of the Members present and voting on his nomination shall be a Deacon/Deaconess, which men or women the church shall in due haste publicly recognize and set apart as such.
Clause 4. At least once in every year, the Elders shall at any regular Members’ Meeting solicit from the congregation recommendations for new diaconate positions and for qualified persons to fill new or vacant positions, which recommendations shall be given to the Elders in private, and not publicly. The Elders shall give due consideration to any recommendation received.
Clause 5. No Deacon shall hold the office of Elder during his or her term, nor more than one Diaconate.
Clause 6. Deacons/Deaconesses shall be reaffirmed by the church triennially, in accordance with the process described in section 3.5.3 of this Constitution.
Clause 7. In keeping with the principles set forth in Acts 6:1-6, Deacons/Deaconesses shall not exercise a ministry of spiritual authority, but shall support the Elders’ ministry of the Word, work to maintain the unity of the church, and care for the physical needs of the church.
Clause 8. The church may recognize Deacons/Deaconesses to take responsibility For seeing that the sick, the sorrowing, the aged, and the infirm receive spiritual and physical comfort;
Clause 9. For leading the hospitality ministries of the church;
Clause 10. For attending to the normal care and maintenance of church properties;
Clause 11. For receiving, holding, and disbursing a fund for benevolence, and for reporting from time to time on the use of such funds to both the Elders and the church;
Clause 12. For attending to the accommodations for public worship;
Clause 13. For assisting in distributing the elements during the Lord’s Supper; and
Clause 14. For serving in other specific capacities as the church has need.
Clause 15. No person or group shall solicit money on behalf of the church or any of its ministries without the approval of the Elders and the Deacon/Deaconess of Finance.
Clause 16. A Deacon/Deaconess may be removed from office by a decision of the Elders, or upon the recommendation of the Elders and the subsequent agreement of a majority of the Members present and voting on the question at any Members’ Meeting, except as otherwise specified by this Constitution.
Clause 17. In the event a diaconate position becomes vacant, the Elders may appoint a person to fill that position and assume its responsibilities, until such time as some person can be duly recognized by the church as a Deacon/Deaconess, but not longer than two consecutive Members’ Meetings.
Article 4. Administration
Section 1.
The church shall select a Deacon/Deaconess of Records, who shall record the minutes of all regular and special Members’ Meetings of the church, keep an accurate roll of the membership, and give reports as requested by the Elders, particular Deacons/Deaconesses, or the church. In compliance with the nonprofit corporation laws of Kentucky, the Deacon/Deaconess of Records shall serve as the secretary of the corporation.
Section 2
Clause 1. The church shall select a Deacon/Deaconess of Finance, who shall, with the advice and approval of the Elders, move to the church at the penultimate regular Members’ Meeting of every fiscal year a budget, which shall be considered and voted upon by the church at the final regular Members’ Meeting of every fiscal year.
Clause 2. The budget shall be adopted upon the motion of the Deacon/Deaconess of Finance and the subsequent agreement of a majority of the Members present and voting on the question.
Clause 3. In the event of a failure by the Church to approve a new Budget by the beginning of the new Fiscal Year, church Staff shall continue to be compensated as specified by the most recent adopted Budget, with its amendments, but no other spending shall be authorized until such time as a new Budget is adopted at any Members’ Meeting. In such an event, the Elders may call Special Members’ Meetings, their sole order of business being the consideration of a Budget, with one day’s notice by Correspondence to the Members of the Church.
Clause 4. Once adopted, the total amount budgeted shall not be overspent. The Elders shall have responsibility to oversee and faithfully disburse the budget. Amendments to the budget shall be adopted upon the motion of the Deacon/Deaconess of Finance and the subsequent agreement of a majority of the Members present and voting on the question at any Members’ Meeting.
Clause 5. Oversight of and authority over all other resources of the church shall be vested in the assembled congregation. Upon the recommendation of the elders and the subsequent agreement of a majority of the Members present and voting on the question at any Members’ Meeting, the congregation may fund certain designated accounts, distinct from the operating budget, which shall be under the oversight and authority of the Elders.
Section 3.
Clause 1. The church shall select a Deacon/Deaconess of the Treasury, who shall ensure that all funds and securities of the church are properly secured in such banks, financial institutions, or depositories as designated by the church. The Deacon/Deaconess of the Treasury shall also ensure that full and accurate accounts of receipts and disbursements are kept in books belonging to the church, and that adequate controls are implemented to guarantee that all funds belonging to the church are appropriately handled by any officer, employee, or agent of the church. The Deacon/Deaconess of the Treasury shall render to the Elders at least once in every year, or whenever they may require it, an account of all financial transactions and of the financial condition of the church. The Deacon/Deaconess of the Treasury shall also be responsible for presenting regular reports of the account balances, revenues, and expenses of the church at regular Members’ Meetings.
Clause 2. No Person shall serve more than one consecutive three-year term as Deacon/Deaconess of the Treasury.
Clause 3. No paid staff member of the church shall be eligible for the office of Deacon/Deaconess of the Treasury.
Clause 4. The Deacon/Deaconess of the Treasury shall be removed from office only upon the recommendation of the Elders and the subsequent agreement of a majority of the Members present and voting on the question at any Members’ Meeting.
Article 5. Ratification
This Constitution shall be ratified upon the approval of two-thirds of the Members present and voting on the question at any regular business meeting of the church, and shall take effect upon the recognition of at least three Elders.
Article 6. Amendments
Section 1.
The Statement of Faith or Church Covenant shall be amended upon the recommendation of the Elders and the subsequent agreement of three-quarters of the Members voting on the question at any regular Members’ Meeting, provided the Amendment shall have been offered in writing at any previous regular Members’ Meeting, and shall have been announced at every public meeting of the church for two weeks immediately prior to final consideration. Any Member serving under the commission of this church on an international mission field shall also be eligible to vote by correspondence on this question.
Section 2.
This Constitution shall be amended by a vote of three-quarters of the Members voting on the question at any regular Members’ Meeting, provided the Amendment shall have been offered in writing at any previous regular Members’ Meeting, and shall have been announced at every public meeting of the church for two weeks immediately prior to final consideration. Any Member serving under the commission of this church on an international mission field shall also be eligible to vote by correspondence on this question.
4.1 Elder Board By-Laws
Article 1. General
Section 1. These By-Laws shall be subordinate to the Constitution of [NAME OF CHURCH].
Section 2. The Elder Board of [NAME OF CHURCH] shall proceed according to a reasonable order. Any question not otherwise governed by these By-Laws shall be determined by a majority vote of the Elders present and voting on the question at any meeting. Except as otherwise specified by any Article of these By-Laws, abstentions shall be considered as absences and therefore deducted from the total number of votes, and Votes shall be considered Final unless a majority of the Body which originally voted on the Question agrees to Reconsider; such a Motion to Reconsider must be made by an Elder who voted with the original Majority or who did not vote on the question.
Section 3. A Quorum of the Elder Board shall be defined as a Majority of the Full Number of Elders, gathered physically in accordance with Article 3 of these By-Laws, except as otherwise specified by any Article of these By-Laws.
Section 4. Except as otherwise specified by any Article of these By-Laws, Elders must be physically present in order to Vote. For the purposes of these By-Laws, “present” shall be defined as physically present.
Section 5. The Full Number of Elders shall be defined as all currently serving Elders, not merely those present. Unanimous Consent shall be defined as the unanimous agreement of the Full Number of Elders, except where otherwise specified in these By-Laws. Votes of the Full Number may be taken, and Unanimous Consent may be obtained, by Correspondence.
Section 6. Except as otherwise specified by these By-Laws, in lieu of a meeting and on questions of a time-sensitive nature and expected to be non-controversial, the Elders may conduct business by Correspondence. A Vote by Correspondence shall be initiated upon the motion and second of any item of business by any Elder. A Vote by Correspondence shall be considered Final one day after initiation, at which point the question shall be decided by a majority of those voting, or immediately when the question has been decided by a Two-Thirds Majority of the Full Number of Elders. Any Elder may, while a vote by Correspondence is still open and by appeal to the Chairman, refer the question to the next Meeting of the Board.
Section 7. During the months of March, April, and May of 2020, the Chairman may declare duly-called meetings to be “virtual.” In that case, all requirements in these By-Laws for physical presence shall be waived, and the Elders shall be allowed to gather and vote by any technological means available. No other rule shall be affected by a virtual meeting.
Article 2. Officers
Section 1. The Senior Pastor, as defined by §3.3 of the Constitution, shall serve as the Chairman and Secretary of the Elder Board. His duties shall be as defined by custom and the provisions of these By-Laws.
Section 2. The Chairman shall appoint a Vice-Chairman, who shall not be a full-time employee of the church, and who shall hold office until a new Vice Chairman is appointed. The Vice Chairman shall serve as chairman of the Compensation Task Force during the budget process, and he shall chair Elders’ Meetings at the Chairman’s discretion.
Section 3. The Chairman and Vice-Chairman shall retain at all times the right to act on any question, commensurate with every other Elder.
Section 4. Pursuant to §2.2.4 of the Constitution, the Chairman may appoint a Representative to serve as Moderator of any Members’ Meeting. This may be, but is not required to be, the Vice-Chairman.
Section 5. In his capacity as Secretary, the Senior Pastor may appoint an Assistant, not necessarily an Elder, to keep, compile, and archive the Minutes of the Board. Minutes, including Attendance Records, shall be kept for every Meeting of the Board, except when the Board is in Executive Session. Minutes shall be made available to all Elders within seven days of every meeting.
Section 6. In the event of a vacancy in the Senior Pastorate, the Elders shall elect an Interim Chairman.
Section 7. No other Officers of the Board shall be recognized.
Article 3. Meetings
Section 1. Regular Meetings of the Board shall be scheduled upon the recommendation of the Chairman and the consent of a Majority of the Elders present and voting on the question. The Regular Meetings of the Board shall take place at least once in every month, and additionally for at least five minutes immediately prior to every Members’ Meeting. The public announcements of Members’ Meetings and the Minutes of the Board, duly delivered according to §2.5 of these By-Laws, shall constitute due Notice of Regular Meetings.
Section 2. A Special Meeting of the Board shall be called within one week of the application of a Majority of the Full Number of Elders to the Chairman, or at the Chairman’s discretion.
Section 3. No Meeting of the Board shall be held without Notice of such Meeting being given to every Elder at least two days in advance, except by Unanimous Consent.
Section 4. Pursuant to §3.2.9 of the Constitution, the Board may not exclude any Elder from any Meeting of the Board, or any portion thereof, without his consent or the concurrence of three-quarters of the Full Number of Elders, except as directed in Article 6 of these By-Laws. Even if an Elder is to be duly excluded by the Board, notice of any meeting must still be given to all Elders, pursuant to §3.3 of these By-Laws.
Section 5. Visitors may be invited to Meetings of the Board by a Majority Vote of the Elders, or by the Chairman or Vice-Chairman without objection from any other Elder.
Section 6. During any Meeting, the Board may enter Executive Session, defined as a Private Session of the Board Members, by majority vote of the Elders present and voting on the question, or at the discretion of the Chairman without objection by any other Elder. The Board may exit Executive Session by the same procedure. The Board must enter Executive Session at least once in every Regular Meeting for at least five minutes, those meetings held immediately before Members’ Meetings being excepted. All business shall be in order during Executive Session, subject to these By-Laws. The nomination of new Elders may occur only in Executive Session. Minutes shall not be taken of proceedings in Executive Session. By unanimous consent of the Elders present, visitors may be invited to Executive Session.
Section 7. Upon the request of any Elder to the Chairman, any item of discussion or business shall be referred to Executive Session.
Section 8. An Elders’ Retreat—defined as a meeting lasting at least eighteen consecutive hours, held between September 1 and December 31, and passing through 4am on a Saturday morning—shall be held once every calendar year. A Retreat shall be scheduled by means of a Poll of the Elders, to be completed no later than August 15 of each year and according to the following requirements: Only those dates which can be attended by every Elder elected under §3.3 and §3.4 of the Constitution shall be eligible; after that, the eligible date with the most available Elders shall be the date of the Retreat; in case of a tie, the earliest eligible date engaged in the tie shall be the date of the Retreat. The Retreat shall be held according to the Elders’ declared ability to attend during the Poll, not their actual ability to attend. The Retreat shall be considered Executive Session, and the Elders present at the Retreat shall constitute a Quorum, except for questions governed under Article 6 of these By-Laws. The Chairman shall decide the agenda for the Retreat. All business shall be in order during the Retreat, subject to these By-Laws.
Article 4. Expectations
Section 1. Each Elder shall be expected to be present for at least Two-Thirds of the Meetings of the Board, both Regular and Special, excepting those held immediately prior to Members’ Meetings. Failure to do so over a consecutive twelve-month period shall be duly considered by the Board in the matter of Re-nomination, Censure, Request for Resignation, or Recommendation for Removal.
Article 5. Budget Process
Section 1. Pursuant to the Constitution §4.2.1, the Elders shall present an approved Proposed Budget to the Deacon of Finance at least one week before the penultimate Members’ Meeting of each Fiscal Year. In the event of a failure by the Elders to approve a new Proposed Budget in time, the most recent Budget adopted by the Church, with its amendments, shall be presented to the Deacon of Finance as the approved Proposed Budget.
Section 2. The process of creating and adopting a Proposed Budget, including the definition of a Quorum for Budget Meetings, shall be governed by the “[NAME OF CHURCH] Budget Process,” which may be amended by a Majority of the Full Number of Elders.
Section 3. As part of the budget process, and upon the consent of the Elders present and voting on the question at the meeting prescribed by the [NAME OF CHURCH] Budget Process, the Vice-Chairman shall appoint a Compensation Task Force to be chaired by the Vice Chairman, and to include the Deacon of Finance, no other non-elder, not more than three other elders, no full-time staff elders, and a majority of the entire task force not being in the pay of the church. The Associate Pastor for Administration shall attend meetings and have a voice for informational purposes, but shall not have a vote, and shall be dismissed when his own compensation is discussed. The sole responsibility of the Compensation Task Force shall be to recommend to the Board, with the advice of the Senior Pastor, Compensation packages, defined as Salary plus Housing, for the church’s staff, and after its report it shall immediately dissolve.
Section 4. A Proposed Budget shall be approved and recommended to the Deacon of Finance by a Majority of the Full Number of Elders.
Article 6. Nomination of New Elders
Section 1. These By-Laws shall be subordinate to Article 3 of the Constitution.
Section 2. The Nomination of a New Elder shall proceed with two Votes by the Full Number of Elders, the first to send the potential Nominee the “Questionnaire for Potential Elders,” and the second to Nominate. Votes under this Article shall take place in Executive Session and only when a Quorum of three-quarters of the Full Number of Elders is present. For Votes under §6.5 of these By-Laws, the Elder under consideration shall not be considered in the calculation of the Quorum, nor counted toward its fulfillment.
Section 3. The Vote to send a potential Nominee the Questionnaire shall proceed as follows: During any Executive Session, and a Quorum being present, an Elder shall Propose the name of a potential Nominee for Elder. After discussion, the Chairman shall ask if any Elder votes Nay; if a Nay is declared by simultaneous show of hands, the proposal fails; if not, then the Chairman shall ask if any Elder Abstains; if Abstentions amounting to one-fifth of the Full Number of Elders are declared by simultaneous show of hands, the proposal fails; if not, the Chairman shall confirm that all other Elders present vote Yea. If the proposal survives, any Elder not present must be notified of the proposal immediately and allowed to cast a vote within twenty-four hours. Elders not present may vote by Correspondence, but any Elder not voting shall be considered to have Abstained. One Nay or Abstentions amounting to one-fifth of the Full Number of Elders shall prevent the sending of the Questionnaire. Otherwise, the Questionnaire shall be sent to the potential nominee.
Section 4. The Vote to Nominate a New Elder shall proceed as follows: During any Executive Session, and a Quorum being present, an Elder shall Propose the name of a potential Nominee for Elder, provided he has returned the completed Questionnaire and the Elders have had one day to consider it. After discussion, the Chairman shall ask if any Elder votes Nay; if a Nay is declared by simultaneous show of hands, the proposal fails; if not, then the Chairman shall ask if any Elder Abstains; if Abstentions amounting to one-fifth of the Full Number of Elders are declared by simultaneous show of hands, the proposal fails; if not, the Chairman shall confirm that all other Elders present vote Yea. If the proposal survives, any Elder not present must be notified of the proposal immediately and allowed to cast a vote within twenty-four hours. Elders not present may vote by Correspondence, but any Elder not voting shall be considered to have Abstained. One Nay or Abstentions amounting to one-fifth of the Full Number of Elders shall prevent the Nomination. Otherwise, the nominee shall be presented to the church for election pursuant to the Constitution.
Section 5. Any Elder finishing his term and eligible for re-election pursuant to §3.2.6 of the Constitution shall receive an automatic Vote, timed so as to prevent any gap in his eldership, and governed by §6.4 of these By-Laws, except that he shall not be required to complete the Questionnaire unless otherwise directed by a Majority vote of the Elders present and voting.
Section 6. No other Person shall receive an automatic Vote, but shall be nominated only upon the completion of the entire Nomination process described in §6.2-4 of these By-Laws.
Section 7. No Person under consideration for nomination or re-nomination as an Elder shall be present for the Vote process concerning him, and he shall not be privy to the discussions or proceedings therein. An Elder considered under §6.5 of these By-Laws shall be privy only to whether or not he will be renominated and a general description of the reasons for the decision, but the votes of particular Elders shall not be revealed.
Section 8. Votes taken under Article 6 of these By-Laws shall be considered Final until a) the Elders by Unanimous Consent agree to reconsider a Proposal; or b) a new duly-called Meeting of the Board is called to order.
Section 9. Both the Votes and the Deliberations of the Board during proceedings under Article 6 of these By-Laws shall be considered Strictly Confidential. Except when explicitly directed by Unanimous Consent of the Board, any Violation of that Confidentiality shall be considered grounds for Censure, a Request for Resignation, or a Recommendation for Removal, pursuant to Article 7 of these By-Laws.
Article 7. Discipline
Section 1. These By-Laws shall be subordinate to §3.2.18 of the Constitution.
Section 2. The Board may Censure any Elder by Majority Vote of the Full Number of Elders. A second Majority Vote of the Full Number of Elders shall be required to report a Censure to the Church at the next Regular Members’ Meeting. Otherwise the Censure shall remain confidential.
Section 3. The Board may formally Request, but not require, the Resignation of any Elder by Majority Vote of the Full Number of Elders. A second Majority Vote of the Full Number of Elders shall be required to report a Request for Resignation to the Church at the next Regular Members’ Meeting. Otherwise the Request for Resignation shall remain confidential.
Section 4. The Board may formally Recommend to the Church the Removal of an Elder from office by Two-Thirds Vote of the Full Number of Elders.
Article 8. Adoption and Amendment
Section 1. These By-Laws shall be adopted upon the approval of a Majority of the Full Number of Elders.
Section 2. These By-Laws shall be amended upon a Two-Thirds Vote of the Full Number of Elders.