Bylaws of Evangelical Presbyterian Church, a Michigan Ecclesiastical Corporation

Transcription

1 Bylaws of Evangelical Presbyterian Church, a Michigan Ecclesiastical Corporation PREFATORY STATEMENT The Evangelical Presbyterian Church ( Corporation ) is a nonprofit, ecclesiastical corporation organized and existing under the laws of the State of Michigan. The Corporation is organized, governed and operated in accordance with its Articles of Incorporation ( Articles ) and these Bylaws. These Bylaws govern the Corporation s corporate governance and civil matters and establish the legal framework by which the Corporation s members have created an ecclesiastical body to operate and oversee the Corporation s religious and charitable purposes. All ecclesiastical matters of the Corporation are governed by its Constitution that consists of the Book of Order (comprised of The Book of Government, The Book of Discipline and The Book of Worship including Rules for Assembly, Acts of Assembly and Forms for Discipline and Service Forms), the Westminster Confession of Faith (including the Larger and Shorter Catechisms), and the document Essentials of Our Faith and other policies and rules adopted for such purposes (collectively, Ecclesiastical Documents ). These Bylaws shall not be construed or interpreted to conflict with any provision of the Ecclesiastical Documents and these Bylaws shall not be amended to include procedures for conducting the Corporation s ecclesiastical business and affairs. ARTICLE I NAME, PURPOSE AND OFFICES 1-1 Corporation s legal name is Evangelical Presbyterian Church. 1-2 Corporation is a nonprofit, ecclesiastical corporation organized and operated exclusively for religious and charitable purposes within the meaning of Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal revenue law) (the Code ) and to establish a church organization for the purposes of teaching and spreading the Corporation s religious beliefs and principles within the meaning of Section of Michigan Compiled Laws of the Michigan General Corporation Statute. 1-3 Corporation s business address is: Evangelical Presbyterian Church Office of the General Assembly 5850 T. G. Lee Blvd., Suite 510 Orlando, Florida Other offices for transaction of business shall be located at such places as Corporation or its Board of Directors shall designate. 1

2 ARTICLE II ECCLESIASTICAL GOVERNMENT AND CORPORATE POWERS 2-1 The Corporation serves as the civil corporate entity of the religious denomination known as the Evangelical Presbyterian Church (the Denomination ) that consists of local member churches, which are grouped into regional Presbyteries that operate under a common name, tradition and identity. The Denomination is the sole ecclesiastical body of the Corporation and shall govern the Corporation s ecclesiastical business, affairs and supervision in accordance with the Ecclesiastical Documents. 2-2 The Denomination is organized in a Presbyterian form which means the Teaching Elders and Ruling Elders meet in representative assemblies called Church Courts and these Church Courts, in the ascending order of the Session, the Presbytery and General Assembly conduct the business and affairs of the Denomination. All capitalized terms that are not specifically defined herein shall have the meanings set forth in the Ecclesiastical Documents. 2-3 The General Assembly, composed of all the Church Courts and local churches of the Denomination, is responsible for maintaining the spiritual supervision of the total Church and has the authority to direct the Corporation to take those actions as set forth in the Ecclesiastical Documents. 2-4 In addition to the powers granted to the Corporation under the Articles, these Bylaws or under applicable laws, the Corporation, in serving in its capacity as the civil corporate entity of the Denomination, shall have the authority to do the following: Accept, hold in trust for the Denomination, administer, and, if deemed advisable, dispose of donations, financial resources and properties contributed, devised or bequeathed to the Denomination for current and future use Adopt, implement and enforce prudent rules of investment of current resources on behalf of the Denomination Serve as the legal entity for the Denomination Hold fee simple title or other legal title to any real or personal property or other assets that serve the Denomination, excluding properties of local churches, congregations and Presbyteries of the Denomination Purchase, lease, license and/or sell any property or assets on behalf of or for the benefit of the Denomination Be the employer of all staff of the General Assembly Carry out all other corporate matters as directed by the Denomination. 2

3 ARTICLE III CORPORATE MEMBERSHIP AND MEETINGS 3-1 The Corporation s members shall consist of all congregations that have been approved and received by the Presbytery as a local church or mission church of the Denomination in accordance with the Ecclesiastical Documents. 3-2 The Corporation s members shall be represented by their respective Session, Presbytery and General Assembly in accordance with Chapters 18, 19 and 20 of The Book of Government, with the General Assembly having the responsibility of overseeing the total work of the Corporation and Denomination. 3-3 For purposes of conducting the civil matters and affairs of the Corporation, the General Assembly shall meet annually, during the same time or immediately before or after, and at the same place as the General Assembly holds its annual meeting as required in The Book of Government (Chapter 20, 20-5) and Rules for Assembly (Chapter I). At the annual meeting, the General Assembly shall duly appoint and authorize the Corporation s Board of Directors in accordance with and subject to the provisions of Section 4-2 of these Bylaws and Rules for Assembly. 3-4 Special meetings of the Corporation s members may be called by the General Assembly following the requirements and notices set forth in The Book of Government (Chapter 20, 20-5 B.) as if the General Assembly called a meeting of the members of the General Assembly. 3-5 A quorum for the transaction of business at any meeting of the Corporation s members shall be the same as prescribed for the General Assembly in The Book of Government (Chapter 20, 20-5 C.). 3-6 The voting rights and powers of the Corporation s members shall be vested in their respective Session, Presbytery and the General Assembly as set forth in The Book of Government and Rules for Assembly and any action to be taken by a vote of such Session, Presbytery or General Assembly shall be authorized by the requisite percentage or number of votes and in accordance with the voting processes set forth in The Book of Government and Rules for Assembly for such Session, Presbytery and the General Assembly. 3-7 The Moderator of the General Assembly shall preside over meetings of Corporation s members in accordance with the provisions of The Book of Government (Chapter 20, 20-3 A.1.) and Rules for Assembly (Chapters II and III). If the Moderator is unwilling or unable to act, the Chair of the Board of Directors (as defined in Section below) shall preside. 3-8 Members shall not be allowed to vote by proxy at meetings of Corporation s members. 3

4 ARTICLE IV BOARD OF DIRECTORS OF CORPORATION 4-1 The Corporation s corporate affairs, as distinguished from the Denomination s ecclesiastical affairs, shall be overseen by the members of the board of directors to be appointed and authorized as set forth in Section 4-2 below (each member a Director and collectively the Board of Directors ), which Board of Directors shall have such powers and duties as set forth in the Articles and these Bylaws. 4-2 The members of the Board of Directors shall be: Elected members of the National Leadership Team as specified in Rules for Assembly (Chapter X, 10-1A) Ex-officio members (with vote) of the National Leadership Team specified in Rules for Assembly (Chapter X, 10-1A.2) Those staff members of the Corporation which are designated as officers of Corporation as provided in Section 4-3 below Chair of the National Leadership Team (Rules for Assembly Chapter X, 10-1A.1) shall preside over the meeting of the Board of Directors. 4-3 The Board of Directors may establish such subcommittees as may be deemed necessary or desirable and vest such subcommittees with such authority as may be deemed proper. 4-4 The Board of Directors shall meet at least annually. Meetings may be held without notice at any stated or special meeting of the National Leadership Team. 4-5 A majority of the Board of Directors shall constitute a quorum. 4-6 If all members of the Board of Directors or a committee (as the case requires) consent and each has adequate access to the information for which a vote on action is taken, then they may participate in a meeting of the Board of Directors or committee by means of a telephone conference, video conference or other communication facilities as permit all persons participating in the meeting to hear each other, and a person participating in such a meeting by such means is deemed to be present at the meeting. 4-7 Members of the Board of Directors shall not be allowed to vote by proxy at any meeting of the Board of Directors. 4-8 A Director may be an agent of the Corporation for the purpose of the Corporation s business, and the acts of an authorized Director, including the execution in the Corporation s name of any instrument, shall bind the Corporation provided that an individual Director shall not engage in any activity on behalf of the Corporation or 4

5 authorize or effect any matter that is not within the power or responsibility granted to such Director by the Board of Directors. 4-9 Each Director shall discharge the Director s duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Director reasonably believes to be in the best interests of the Corporation The Directors may rely in good faith upon the records of the Corporation and upon such information, opinions, reports and statements presented to the Corporation by any of its Directors, Corporate Officers, employees or committees of the Corporation or any other person as to matters the Board of Directors reasonably believe are within such other person s professional or expert competence and who have been selected with reasonable due diligence and care, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Corporation or any other facts pertinent to the existence and amount of assets of the Corporation Each Director shall devote such time to management of the Corporation as such Director deems to be necessary to conduct the Corporation s business. No Director, who is not also a member of the General Assembly staff, is entitled to compensation for services rendered to the Corporation. Each Director shall, in accordance with the travel and expense policy of the Board of Directors, be entitled to be reimbursed for the actual, reasonable, and necessary expenses incurred by him or her on behalf of the Corporation, upon submitting an itemized account of the expenses A Director may resign by written notification to the President of Corporation. Ceasing to be a member of a church in Denomination or suspension per procedures specified in The Book of Discipline, is a de facto resignation. Vacancies on the Board of Directors shall be filled in accordance with the Rules of Assembly ( X.10-4). ARTICLE V OFFICERS OF CORPORATION 5-1 The Board of Directors on an annual basis shall duly appoint and authorize the following officer positions: (i) President who shall be the Stated Clerk of the General Assembly; (ii) Vice-President who shall be the Chief Operating Officer of the Corporation; (iii) Secretary who shall be the Assistant Stated Clerk of the General Assembly; and (iv) Treasurer who shall be the Chair of the Finance Committee of the National Leadership Team (collectively, the Corporate Officers ). These Corporate Officers are distinguished from officers of the Denomination. 5-2 The Board of Directors may from time to time appoint one or more Vice Presidents or other officers to perform duties and exercise authority that the President assigns or the Board of Directors. The Board of Directors need not appoint or elect a Corporate Officer to an office that is already filled and whose term has not expired. The same person may hold two or more offices, but a Corporate Officer may not execute, acknowledge, or verify an 5

6 instrument in more than one capacity if the instrument is required by law, the Articles, or these Bylaws to be executed, acknowledged, or verified by two or more Corporate Officers. 5-3 A Corporate Officer shall hold office for the term specified for their corresponding elected or designated positions of Stated Clerk, Chief Operating Officer, Assistant Stated Clerk or Chair of the Finance Committee of the National Leadership Team; or if no such term is stated, such term as the Board of Directors specifies upon appointment of the Corporate Officer, or until the Corporate Officer s death, resignation, or removal. 5-4 The Board of Directors may remove a Corporate Officer only in accordance with the procedures set forth in The Book of Government and Rules for Assembly as it relates to such Corporate Officer s corresponding position of Stated Clerk, Chief Operating Officer, Assistant Stated Clerk or Chair of the Finance Committee of the National Leadership Team. The Board of Directors may remove any Vice President or and other corporate officer or agent that it appoints under Section 5-2 above with or without cause upon a majority vote of the Board of Directors. An officer may resign by written notice to the Corporation s Secretary. The resignation is effective upon its receipt by the Corporation or at a later date specified in the notice. The Board of Directors shall appoint an individual to fill a vacancy in the Office of President, Vice President, Secretary, or Treasurer and may appoint an individual to fill a vacancy in any other office, provided however, the positions of President, Secretary and Treasurer shall be appointed as set forth in Section 5-1 above. 5-5 A chairperson of the Board of Directors, if one is elected, shall preside when present at all meetings of Board of Directors. The chairperson may have such other duties and have such powers as the Board of Directors specify. 5-6 The President is the chief executive officer and, unless there is a chairperson of the Board of Directors and he or she is present, presides at all Board of Director meetings. The President shall sign bonds, mortgages, and other contracts and agreements on the Corporation s behalf, except when the Board of Directors specify the same to be done by some other officer or agent. The President shall see that all orders and resolutions of the Board of Directors are carried into effect and may perform all other duties necessary or appropriate to the office of President. 5-7 The Board of Directors may designate one or more Vice Presidents to perform the duties and exercise the authority of the President during the President s absence or disability. Each Vice President may perform other duties that the President assigns or the Board of Directors prescribes. 5-8 The Secretary shall cause to be recorded and maintained minutes of all meetings of the Board of Directors and board committees. The Secretary shall cause to be given all notices required by law, these Bylaws, or resolution of the Board of Directors and may perform other duties that the President assigns or the Board of Directors prescribe. 6

7 5-9 Except as otherwise prescribed by the Board of Directors, the Treasurer shall oversee the custody of the corporate funds and securities; causes to be kept in books belonging to the Corporation a full and accurate account of all receipts, disbursements, and other financial transactions of the Corporation; and deposits all funds to the credit of the Corporation in such depositories as the Board of Directors designate. The Treasurer may perform other duties that the President assigns or the Board of Directors prescribe. ARTICLE VI SUBSIDIARY OR AFFILIATE CORPORATIONS 6-1 Except as provided in the Ecclesiastical Documents, the Board of Directors shall oversee the actions and operations of all of the Corporation s subsidiaries and affiliates. The Board of Directors shall exercise this oversight authority in accordance with these Bylaws, the Ecclesiastical Documents or other governing documents of its subsidiaries and affiliates. 6-2 The Denomination may establish formal relationships with ecclesiastical bodies outside the United States (Rules for Assembly Chapter X, 10-1I). The Board of Directors shall oversee the Corporation s relations with all such affiliated entities outside the United States. ARTICLE VII FISCAL MATTERS 7-1 The Corporation s fiscal year shall be from July 1 through June 30 of each year, commencing July 1, The Board of Directors shall annually designate the Corporation s auditors. Audits shall be conducted in a timely manner following the close of each year, approved by the Board of Directors and reported to Corporation s members at its annual meeting. ARTICLE VIII LIABILITY PROTECTION; INDEMNIFICATION 8-1 Corporation shall indemnify its Directors and Officers against expenses (including attorneys fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by them in connection with any actions or suits brought or threatened against them, including actions by or in the right of Corporation, by reason of the fact that such person was serving as a Director or Officer, employee, nondirector volunteer, or agent of Corporation, to the fullest extent permitted by applicable law. Corporation may indemnify persons who are not Directors or Officers to the extent authorized by resolution of the Board of Directors or by contractual agreement authorized by the Board of Directors. A change in applicable law, the Articles, or these Bylaws that reduces the scope of indemnification shall not apply to any action or omission that occurs before the change. 8-2 Unless ordered by a court or otherwise provided by law, Corporation shall indemnify a person only upon determination that the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to Corporation s best interests. Such determination shall be made (1) by majority vote of a quorum of the Board of Directors 7

8 consisting of the Directors who were not parties to the action or suit, (2) if a quorum of disinterested Directors is not obtainable, by a majority vote of a committee of Board of Directors who were not parties to the action and consisting of not less than two disinterested Directors, or (3) by independent legal counsel in a written opinion. 8-3 The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, nondirector volunteer, or agent of Corporation or is or was serving at Corporation s request in any other enterprise against any liability incurred in such capacity. ARTICLE IX AMENDMENTS 9-1 These Bylaws may be amended by a majority vote of the members of the General Assembly at any annual or special meeting of the General Assembly in which prior notice thereof is given in accordance with the provisions of the Ecclesiastical Documents. 9-2 The Board of Directors, by a majority vote, may amend or modify these Bylaws only if such amendments or modifications are for the purpose of bringing Bylaws into conformity with any duly authorized actions of the Corporation taken subsequent to the adoption of these Bylaws and provided such actions are in conformity with all applicable laws. 9-3 All references to specific articles, sections or paragraphs to the Corporation s Ecclesiastical Documents in these Bylaws are included for convenience purposes and in the event any such articles, sections or paragraphs are amended or modified subsequent to the adoption of these Bylaws, such amended or modified provisions shall govern and control. ARTICLE X SEVERABILITY 10-1 If any provision of these Bylaws is adjudicated by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Bylaws which can be given full force and effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated. CERTIFICATE I, Dr. Jeffrey Jeremiah, Stated Clerk of the Evangelical Presbyterian Church certify that these Bylaws were adopted as the Bylaws of this Corporation by a majority vote of the General Assembly on June 22, Dr. Jeffrey Jeremiah, Stated Clerk Dated:,