BYLAWS OF THE CORPORATION NEW LIFE PRESBYTERIAN CHURCH PREAMBLE The Congregation of the New Life United Presbyterian Church (U.S.A.), Incorporated, of Albuquerque, New Mexico, hereinafter referred to as New Life Presbyterian Church or the Corporation, as a constituent church under the Presbyterian Church (USA) and as a religious corporation organized and existing under and by virtue of the laws of the State of New Mexico, hereby enacts the following revised and newly adopted Bylaws as containing the principles under which the church shall be governed. ARTICLE I ECCLESIASTICAL CONNECTION This Church through its Session is an integral part of the following higher judicatories: The Presbytery of Santa Fe, The Synod of the Southwest, and The General Assembly of the Presbyterian Church (USA) {hereafter called the PC(USA) }. ARTICLE II CONSTITUTION The New Life Presbyterian Church, being a particular congregation of the PC(USA), recognizes that the Constitution of the PC(USA) [consisting of The Book of Order and The Book of Confessions] {hereafter referred to as The Book of Order}, in all of its provisions, is obligatory upon this particular church and its members. If any of the Bylaws conflict with The Book of Order, the same shall be null and void and the provision, or provisions, of The Book of Order shall be substituted therein. Page 1 Revision of 2-6-94
ARTICLE III MEMBERSHIP Section 1: OF THE CONGREGATION. Membership in the New Life Presbyterian Church is determined by The Book of Order. Persons on the Active Member Roll are those who have made a profession of faith in Christ, have been baptized, have been received into membership of New Life Presbyterian Church and have publicly taken the new Life Membership Vows, have voluntarily submitted to the government of this Church, and who participate in its work and worship. Section 2: OF THE CORPORATION Persons on the Active Member Roll and who meet all other criteria of the State of New Mexico constitute the membership of the Corporation. ARTICLE IV MEETINGS OF THE CONGREGATION Section 1: THE MEETINGS There shall be two regular meetings of the Congregation each fiscal year: the ANNUAL MEETING and the ELECTORAL MEETING. Except under the conditions specified in The Book of Order, the Pastor shall moderate these meetings. The Clerk of Session shall serve as secretary for these meetings. If the Clerk is unable to serve, a secretary pro tem shall be elected by the congregation. Section 2: THE MINUTES. Minutes of the meetings shall be attested by the Moderator and the Clerk and recorded in the Minute Book of the Session of the Congregation. Section 3: PROCESS. Meetings shall be opened and closed with prayer. Meetings shall be conducted, and voting shall take place, in accordance with all applicable standards of The Book of Order and Robert s Rules of Order, Newly Revised. Page 2 Revision of 2-6-94
Section 4: QUORUM. The quorum of a meeting of the Congregation shall not be less than one-tenth (1/10) of the Active Members (including the Secretary), and the Moderator. A quorum once attained, continues until adjournment despite the voluntary withdrawal of enough Active Members to leave less than a quorum. Section 5: ELECTORATE. All persons on the Active Member Roll of the Church present at any Regular or Special Meeting of the Congregation, and no others, shall be entitled to vote in the election of pastors, elders, deacons, nominating committee members-at-large, and on any other business as may be properly presented at such meetings, as provided in The Book of Order. Voting by proxy shall not be permitted. Section 6: THE ANNUAL MEETING. (a) THE CALL. The ANNUAL MEETING shall be held on the first Sunday of February each year at the Church at a time determined by the Session. Notice of this meeting shall be given during public worship on two successive Sundays of January and by any other means the Session shall deem appropriate. (b) THE PURPOSE. At the ANNUAL MEETING at least the following business shall be presented: hearing the annual reports from organizations and committees of the Session, including financial statements; hearing the financial report for the preceding year and the operating budget adopted by the Session; reviewing the adequacy of the terms of call of the pastor upon report of the prior review by the Session; and transacting other business as appropriate. Section 7: THE ELECTORAL MEETING. (a) THE CALL. The ELECTORAL MEETING shall be held on the second Sunday prior to Easter each year at the Church at a time determined by the Session. Notice of this meeting shall be given during public worship on two successive Sundays within thirty days prior to the meeting, and by any other means the Session shall deem appropriate. (b) THE PURPOSE. At the ELECTORAL MEETING the following business shall be transacted: hearing the report of the Nominating Committee, electing Elders and Deacons, and electing the four At-Large members of the Nominating Committee representing the Congregation. Page 3 Revision of 2-6-94
Section 8: SPECIAL MEETINGS. (a) THE CALL. SPECIAL MEETINGS of the Congregation may be called: (1) by the Session whenever if determines such a meeting is necessary; (2) by the Presbytery of Santa Fe whenever it determines such a meeting is necessary; or (3) by the Session when requested in writing by one-fourth (1/4) of the Members on the Active Member Roll of the Church. Notice of such meetings shall be given during public worship on two successive Sundays prior to the meeting and by any other means the Session shall deem necessary. (b) THE PURPOSE. At a SPECIAL MEETING of the Congregation only those functions permissible under The Book of Order are appropriate. The business to be transacted at such SPECIAL MEETING shall be specified in the call and no other may be considered. ARTICLE V INCORPORATION In accordance with the laws of the State of New Mexico, the congregation shall cause a corporation to be formed. ARTICLE VI THE BOARD OF DIRECTORS Section 1: NAME. The Board of Directors shall be known as The Session. Section 2: COMPOSITION. The Session of this church shall be composed of the Pastor (as Moderator) and the Elders in Active Service (also known as Directors ). Page 4 Revision of 2-6-94
ARTICLE VII OFFICERS OF THE CORPORATION Section 1: OFFICERS. The officers of the Corporation shall be: The President, the Secretary of the Corporation, the Treasurer of the Corporation, and three (3) Directors, and such other officers as the Session may determine and as may be elected in accordance with the provisions of the Article. No person shall hold more than one of the Corporate offices stated in this Section at any time. Section 2: ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected for a one-year term, commencing on the Feast of Pentecost. This election shall take place at the Electoral Meeting of the Corporation held in conjunction with the Electoral Meeting of the Congregation on the Second Sunday prior to Easter. THE PRESIDENT shall be the Elder serving as Chair of the Corporate Committee of the Session. THE SECRETARY shall be the Elder serving as the Clerk of Session. THE TREASURER shall be the Church Treasurer appointed by the Session. THE THREE DIRECTORS shall be three (3) Active Elders serving on the Session and nominated by the Session. Section 3: VACANCIES Vacancies in any offices which occur for any reason may be filled at a Special or Regular Meeting of the Corporation. Such officers will serve for the remainder of the unexpired term of the office. Section 4: DUTIES. The officers of the Corporation shall have the customary duties of such Corporate officers and/or such duties as may be otherwise prescribed by the Session and the laws of the State of New Mexico. Page 5 Revision of 2-6-94
ARTICLE VIII THE MEETINGS OF THE CORPORATION Section 1: THE MEETINGS. There shall be two regular meetings of the Corporation each fiscal year: the ANNUAL MEETING and the ELECTORAL MEETING. The President of the Corporation shall preside over these meetings. The Secretary of the Corporation shall serve as secretary for these meetings. If the Secretary is unable to serve, a secretary pro tem shall be elected by the congregation. Section 2: THE MINUTES. Minutes of meetings shall be attested by the President and the Secretary and recorded in the Minute Book of the Session and the Congregation. Section 3: PROCESS. Meetings shall be conducted, and voting shall take place, in accordance with all applicable standards of The Book of Order and Robert s Rules of Order, Newly Revised. Section 4: QUORUM. The quorum of a meting of the Corporation shall not be less that one tenth (1/10) of the Active Members (including the Secretary) and the President. A quorum once attained, continues until adjournment despite the voluntary withdrawal of enough Active Members to leave less than a quorum. Section 5: THE ELECTORATE. All persons on the Active Member Roll of the Church present at any Regular or Special Meeting of the Corporation, who meet all other criteria of the State of New Mexico, shall be entitled to vote on any matters. Section 6: THE ANNUAL MEETING. (a) THE CALL. The ANNUAL MEETING shall be held on the first Sunday of February each year at the Church as a part of the Annual Meeting of the Congregation. Notice of this meeting shall be given along with that of the Annual Meeting of the Congregation. (b) THE PURPOSE. At the ANNUAL MEETING at least the following business shall be appropriate: hearing the annual reports, including financial statements; hearing the opening budget adopted by the Session; acknowledging any indebtedness; and taking any action necessary for the good of the Corporation. Page 6 Revision of 2-6-94
Section 7: THE ELECTORAL MEETING. (a) THE CALL The ELECTORAL MEETING shall be held on the second Sunday prior to Easter each year as part of the Electoral Meeting of the Congregation. Notice of this meeting shall be given along with that of the Electoral Meeting of the Congregation. (b) THE PURPOSE. The purpose of the ELECTORAL MEETING shall be to elect the officers of the Corporation as described in Section 2 of Article VII. Section 8: (a) SPECIAL MEETINGS. THE CALL. SPECIAL MEETINGS of the Corporation may be called by the Session or by the President of the Corporation. Notice of such meetings shall be given during public worship on two successive Sundays prior to the meeting and by any other means the Session shall deem appropriate. Such notification shall state the place, day, and hour of the meeting, and the purpose or purposes for which the meeting is called. (b) THE PURPOSE. At a SPECIAL MEETING of the Corporation only those functions permissible under the laws of the State of New Mexico are appropriate. The business to be transacted at such SPECIAL MEETING shall be specified in the call and no other may be considered. ARTICLE IX FISCAL YEAR The fiscal year for the Corporation shall be from midnight January 1, through midnight, December 31, of that same year. Page 7 Revision of 2-6-94
ARTICLE X NOMINATIONS, ELECTIONS, TENURE, VACANCIES Section 1: THE NOMINATING COMMITTEE. There shall be a Nominating Committee, composed of Active Members of the Church and representative of its diversity. There shall be seven (7) members chosen as follows: 1. The Nominating Committee Elder, who shall be the CHAIR, serving on the Session as provided for by these Bylaws, Article IV, Section 7. 2. One (1) Elder annually designated by the Session at its first meeting after Pente- cost. 3. One (1) Deacon annually designated by and from the Board of Deacons at its first meeting after Pentecost. 4. Four (4) Members-at-Large annually nominated by and elected from the Congregation at the Electoral Meeting of the Congregation whose terms begin on the Feast of Pentecost. These shall fairly represent all age groups and racial ethnic members of the Congregation. No member may serve more than three (3) consecutive years. The Pastor serves on the committee, ex-officio and without vote. Section 2: ELECTIONS. The Nominating Committee shall bring to a designated Congregational Meeting nominations of only one eligible person for each office of Elder and Deacon to be filled, subject to the provisions of The Book of Order. A majority of the active members present and voting shall be required to elect. Section 3: TENURE. Elders and Deacons shall be divided into three (3) equal classes, one class of whom shall be elected each year at the electoral meeting for a three (3) year term. This term commences with their installation and/ or ordination and ends on the Fourth Pentecost following the Electoral Meeting. Active Elders and Deacons shall not be elected for more than the aggregate of six (6) consecutive years. An Elder or Deacon having served a total of six (6) years shall be ineligible for reelection to the same board for a period of at least one year. Elders and Deacons shall serve until their successors have been ordained and installed. Section 4: VACANCIES. A vacancy on the Session or the Board of Deacons may be filled by a vote of the Congregation at a duly called SPECIAL MEETING or during a REGULAR MEETING. Those elected to vacancies shall be elected for the unexpired term of such vacancy and shall take office immediately upon their installation and/or ordination. Page 8 Revision of 2-6-94
ARTICLE XI THE SESSION Section 1: DUTIES. The duties and authority of THE SESSION are defined in The Book of Order. Section 2: COMPOSITION. The Session of the Church shall be composed of the Pastor [as Moderator] and the Elders in Active Service. The numbers of Elders shall be at least three (3). Elders are representatives of the people, chosen by them for the purpose of exercising government and discipline in conjunction with the Pastor and because of their gifts and talents for ministry. The Clerk of Session, an Elder not necessarily in active service, shall be elected by the Session each year at its first meeting after Pentecost to keep all records and minutes. No notice is required to fill the vacancy of the Clerk of Session at any regular or properly called meeting of the Session. Section 3: QUORUM. A quorum for a meeting shall be the Pastor or other presider [as provided for in The Book of Order] and one-third (1/3) of the active Elders, except for the reception and dismissal of members, when the quorum shall be the Moderator and two (2) Active Elders. A quorum once attained, continues until adjournment despite the voluntary withdrawal or enough Active Elders to leave less than a quorum. Section 4: THE MEETINGS Regular meetings of the Session shall be at such times and places as shall be determined by resolution of the Session, but not less than quarterly. Notice of regular Session meetings shall be included in the printed bulletin on the Sunday preceding the Sunday preceding the meeting. Ordinarily, Session meetings are restricted to the members of the Session. However, the Session may invite other members of the Congregation or other persons to attend and observe any or all meetings. The Session may meet in executive session as required. Section 5: SPECIAL MEETINGS. SPECIAL MEETINGS of the Session may be called by the Moderator when: (1) he/she determines such a meeting is necessary; and must be called by the Moderator when: (2) directed by the Presbytery of Santa Fe; or (3) when requested in writing by any two (2) members of the Session. Notice of such meetings shall be communicated by telephone, fax, mail, or in person to each Active Elder in sufficient time to be received no later than three (3) days prior to the day on which the meeting is to be held. Every call shall state the time, place, and business to be transacted. Page 9 Revision of 2-6-94
Section 6: JOINT SESSION/DEACON MEETING. A SPECIAL MEETING of the Session and the Board of Deacons shall be held at least annually to confer on matters of common interest with the Moderator of the Session presiding. Section 7: ORGANIZATION. The Session shall organize in a manner that best fulfills its responsibilities as the governing body of this Church; all such organization being in conformity with The Book of Order and the laws of the State of New Mexico. The number of Standing Committees of the Session shall be set forth from time to time by the Session to ensure that the ministry of the Church is accomplished. Elders may be specifically elected as chair of those standing committees as may be set forth from time to time by the Session. ARTICLE XII THE DEACONS Section 1: DUTIES. The duties and authority of THE BOARD OF DEACONS are defined in The Book of Order. Section 2: COMPOSITION. The Board of Deacons of this Church shall be composed of the Deacon Elder [as Moderator] and the Deacons in Active Service. The number of Deacons shall be at least three (3). The Deacons shall elect annually from the Board a secretary to keep the minutes. The Pastor shall be an advisory member. Section 3: QUORUM. A quorum for a meeting shall be set by the vote of the Board annually at its first regular meeting after Pentecost. A quorum once attained, continues until adjournment despite the voluntary withdrawal of enough Active Deacons to leave less than a quorum. Section 4: THE MEETINGS Regular meetings of the Board of Deacons shall be at such times and places as shall be determined by resolution of the Board in consultation with the Session, but not less than quarterly. Notice of regular Deacons meetings shall be included in the printed bulletin on the Sunday preceding the meeting. Ordinarily, Board of Deacons meetings are restricted to the members of the Board. However, the Board may invite other members of the Congregation or other persons to attend and observe any or all meetings. Page 10 Revision of 2-6-94
Section 5: SPECIAL MEETINGS Special Meetings of the Board of Deacons may be called by the Moderator when: (1) he/she determines such a meeting is necessary; and must be called by the Moderator when: (2) directed by the Session. Notice of such meetings shall be communicated by telephone, fax, mail, or in person to each Active Deacon in sufficient time to be received no later than three (3) days prior to the day on which the meeting is to be held. Every call shall state the time, place, and business to be transacted. AMENDMENTS TO THESE BYLAWS These Bylaws may only be amended by a two-thirds (2/3) affirmative vote of the Active Members present and voting at any ANNUAL or SPECIAL MEETING; provided that, with the notice of such meeting, the proposed amendment(s) shall be read or otherwise be made available to the Congregation at least fourteen (14) days prior to such meeting. Amendments may be made as long as they are not in conflict with the Constitution of the PC(USA), nor with the laws of the State of New Mexico. Bylaws shall become effective immediately upon adoption. Page 11 Revision of 2-6-94