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1 1. Corporate Structure Organization Statement Purpose/Mission Corporate organization Corporate Membership PCH Board of Directors (Trustees) Board members Vote and quorum Officers Corporation Meetings: Meeting notification Presiding officer Minutes Amendments to the Bylaws: Corporate Reporting: Access to Corporate Records: Session Membership Number and class of Session members Clerk of Session term Term Filling vacancies Qualifications Meetings Meeting frequency Pastor's role Quorum Voting Rights Called meetings Minutes Nominating Committee Structure Pastor's role Term Qualifications Meetings Congregational Meetings January meeting Fall meeting Moderator Clerk's role Quorum Voting rights Meeting notice Minutes Called meetings Church Finances Financial positions Books and records Financial review... 6 Revisions Adopted 1/29/12 Page 1 of 6

2 1. Corporate Structure 1.1. Organization Statement Presbyterian Church in the Highlands, Incorporated of Lakeland, Florida is the corporation (hereinafter referred to as the Corporation ) and Presbyterian Church in the Highlands is the church (hereinafter referred to as the Church ). The Corporation was organized as a non-profit entity on May 4, 1977, and its articles of incorporation were amended on August 23, The Church, located at 1010 Lake Miriam Drive in Lakeland, Florida 33813, was organized under the authority of the Southwest Florida Presbytery (hereinafter referred to as Presbytery ) and is a particular church of the Presbyterian Church USA. The By-laws of the Corporation are subject to the constitutions of both the State of Florida and of the Presbyterian Church USA (PCUSA) Purpose/Mission Our purpose is to bring people into the fellowship of God s family, help them to grow spiritually mature, prepare them for service, and equip them to share their faith so that God is glorified through His Son, Jesus Christ The Church consists of volunteer members who put themselves under the leadership of the Session whom they elect. The Session, which consists of the teaching elder, hereafter referred to as pastor, the co-pastor(s) and the ruling Elders in active service, is the governing body of the Church. The Corporation rests upon the relationship with one another through Jesus Christ in trust and love Corporate Membership Members of the Corporation are defined as active members of the Church in good standing, as defined by the Book of Order. Active members in good standing are permitted to vote at meetings of the Corporation PCH Board of Directors (Trustees) The Board of Directors (hereinafter referred to as Trustees) will have the responsibility and the authority to manage the business affairs of the Corporation. The Trustees shall have such power and duties as defined in the Book of Order and in accordance with the laws and statutes of the State of Florida governing corporations not for profit The Board of Trustees will consist of the active ruling Elders, duly elected by the Congregation into three (3) equal classes, each serving a three (3) year term. The Pastor will be an ex officio member of the Board of Trustees Each Trustee will have one (1) vote. The Trustees will act in the name of the Corporation when a meeting of the Trustees is convened by a Corporate Officer after due notice to all Trustees. A majority of the Trustees will constitute a quorum The Trustees, will, by majority vote, elect in January of each year a President, Vice President, Treasurer and Secretary of the Corporation who shall serve a one (1) year term. If an officer of the Corporation cannot fulfill the term, the Trustees may nominate a Trustee to fill the remaining vacant term with confirmation by a majority vote of the Trustees. Revisions Adopted 1/29/12 Page 2 of 6

3 1.5. Corporation Meetings: The Corporation will have a minimum of one (1) meeting annually, usually held in January, where the following items will be publicly reported: a. Financial statements for the previous year b. Budget for the coming year c. Record of any changes and status of all real property, trust funds, and other resources and assets of the Corporation d. New business Members of the Corporation must be duly notified of the date of all Corporate meetings in writing or announced from the pulpit on two (2) consecutive Sundays immediately preceding the meeting. The second notice may be on the same day as the meeting The President will act as the presiding officer of the Corporate meetings. If the President is unable to attend, the Trustees will designate another officer to preside. The recording secretary will be the Clerk of Session, and in the absence of the Clerk, the Trustees will appoint a pro tem secretary for the meeting. A quorum for a PCH Corporate meeting is defined as ten percent (10%) of the active members Minutes of the meeting recorded by the secretary shall be approved by Session, attested by the secretary and recorded in the minute book of the Session Amendments to the Bylaws: These Bylaws may be amended subject to the Articles of Incorporation, the laws of the State of Florida, and the Constitution of the PCUSA at any Corporate meeting. Amendments require a two-thirds vote of the members present. A full reading of the proposed change or a printed distribution must be made with the call of the meeting Corporate Reporting: The Trustees and/or designated agent(s) are responsible to report the Corporate records to the State of Florida and Internal Revenue Service as required by the laws and statutes of the referenced entity Access to Corporate Records: The financial records of the Corporation shall be open for review by members in good standing within a reasonable time and manner upon written request approved by the Trustees. 2. Session The Session has the responsibility to conduct the normal business of the Church. The Session is responsible for the mission and government of the Church as defined in the Book of Order. The Session will submit an annual statistical report to the Presbytery as required by the Book of Order Membership The Session consists of the Pastor, co-pastors, and the active ruling Elders. The Congregation shall elect men and women to the Session from active members, giving fair representation to persons of all ages and of all racial ethnic members and persons with disabilities who are members of the church, to the office of ruling Elder There shall be 12 ruling Elders divided into three (3) equal classes. One class of ruling Elders will be elected each year at the fall Congregational meeting. Revisions Adopted 1/29/12 Page 3 of 6

4 The Clerk of Session will be a ruling Elder elected by the Session for a term of three (3) years or less. The Clerk may be elected for additional and consecutive terms at the will of the Session Term Each member of Session shall be elected to a three (3) year term. No elder shall serve for consecutive terms, either full or partial, aggregating more than six years. A ruling elder having served a total of six years shall be ineligible for reelection to the session for a period of at least one year Vacancies on the Session may be filled at a special or semi-annual meeting of the congregation as the Session may determine Qualifications A Ruling Elder is a spiritual leader in the Congregation. Ruling Elders lead by word and by action. Ruling Elders should be active members of the Congregation, persons of faith, dedication, and good judgment. They should be able to articulate their faith, and have a sincere belief in Jesus Christ as Lord and Savior. Their manner of life should be a demonstration of the Christian gospel both within the Church and in the world Meetings The Session shall hold a minimum of ten monthly meetings with the date and time to be determined by the Session for the convenience of each active ruling Elder. All meetings will be opened and closed with prayer The Pastor is the Moderator of the Session and the Session may not meet without the Pastor except as provided in the Book of Order The quorum of Session meetings will be determined by Session as required by the Book of Order All members of the Session, including the Pastor, are entitled to voice and vote A meeting of the Session may be called by the Pastor or Moderator at his or her discretion, or when requested in writing by at least two active ruling Elders. The Moderator or Pastor may also call a special meeting when directed to do so by the Presbytery. Reasonable notification must be given to all active ruling Elders The minutes of the Session will be submitted annually to the Presbytery for general review. 3. Nominating Committee The Nominating Committee is responsible for presenting nominees for Ruling Elders and the Nominating Committee to the congregation for election. The Nominating Committee is a representation of the Congregation and is not under the authority of the Session. Revisions Adopted 1/29/12 Page 4 of 6

5 3.1. Structure The Nominating Committee will consist of two active ruling Elders designated by the Session, with one being appointed by the Pastor and approved by Session to serve as the Chair. It will also consist of three members at large selected by the Nominating Committee and presented to the Congregation for election at the annual Congregational meeting. Nominations from the floor by any active member will also be accepted The Pastor will serve as an ex officio member of this committee without vote Term The Nominating Committee shall be elected annually and no member of the committee shall serve more than three consecutive years Qualifications To serve as a member of the Nominating Committee, the person must be a member in good standing Meetings As required. 4. Congregational Meetings The Congregation will have semi-annual meetings usually in January and in the fall. The date, time, and place of the semi-annual meetings will be set by the Session. Business to be transacted at the meetings may be ecclesiastical, corporate, or both. All meetings will be opened and closed with prayer The January meeting will include: a. The financial statements for the previous year b. The budget for the coming year c. Annual reports from Session committees and others, as appropriate. d. Approval of the Pastor s annual compensation package e. Election of at large members for the Nominating Committee f. Other business as deemed necessary 4.2. The fall meeting will include: a. Election of the next class of ruling Elders b. Other business as deemed necessary 4.3. The Pastor will be the Moderator of all meetings of the Congregation. When the Church is without a Pastor, the Moderator of the Session appointed by the Presbytery will preside at all Congregational meetings. If it is impractical for the Pastor or the Moderator of the Session appointed by the Presbytery to preside, he or she shall invite, with the concurrence of the Session, another minister of the Presbytery to preside The Clerk of Session will be the secretary of the meetings of the Congregation. If unable to attend, the Session will designate a secretary in his or her absence A quorum will consist of the Moderator, secretary, and no less than ten percent (10%) of the active members. Revisions Adopted 1/29/12 Page 5 of 6

6 4.6. Only active members in good standing who are present at a Congregational meeting are entitled to vote. Voting by proxy is not permitted. The Pastor is not a member of the congregation and, therefore, may not vote in the meeting The notice of all meetings will clearly state the time, place, purpose, and will be announced from the pulpit on the two (2) consecutive Sundays immediately preceding the meeting. The second notice may be on the same day as the meeting Minutes of the meeting recorded by the Clerk shall be approved by Session, attested by the Clerk and recorded in the minute book of the Session Additional meetings of the Congregation may be called by the Session or the Presbytery whenever it determines such a meeting is necessary, or by the Session when requested in writing by one fourth of the members on the active roll of the church. The notice will clearly state the purpose of each called meeting and no other matter except that specified in the call may be voted on. 5. Church Finances 5.1. A Treasurer, a Financial Administrator, and money counters will be elected by Session annually in January. An Assistant Treasurer may be elected at the discretion of the Session. These positions may be elected from either Session membership or from the congregation and their work will be supervised by the Session through the Administrative Team The Treasurer will maintain books and records to reflect all financial transactions. The financial books and records shall be open to inspection by members in good standing upon written request approved by Session. The Treasurer will provide a report of financial activities to the Session at least quarterly or more often upon request A full financial review of all books and records relating to finances will be conducted once a year by a public accountant or public accounting firm and the results presented to Session. The person(s) conducting the financial review should not be related to the Treasurer(s), Financial Administrator, or money counters. Revisions Adopted 1/29/12 Page 6 of 6