ARTICLE XI OFFICERS AND BOARDS (Bylaw Part VII - pp 16-21)

ARTICLE XI OFFICERS AND BOARDS (Bylaw Part VII - pp 16-21) 1. OFFICERS OF THE CONGREGATION (a) At its annual meeting the congregation shall elect the following officers, each for a term of one year: (i) President (ii) Vice-president (iii) Secretary (iv) Treasurer Officers except in the case of the Treasurer, shall be eligible to serve no more than three (3) consecutive terms in each office. (b) The duties of the officers of the congregation shall be those provided in Bylaw Part VII - p 16-18. 2. EXECUTIVE COMMITTEE (Bylaw Part VII - p 16-18) (a) There shall be an executive committee comprised of the officers of the congregation. (b) The duties shall include the general oversight of the life and work of the congregation in conjunction with the church council. A. Replace Zion's Article XI with a new Article XI: (Using Article IX - Alternate 1 - of the ELCIC Model Constitution for Congregations) ARTICLE XI - Congregational Council and Officers (Bylaws Part VII) Section l. At its annual meeting the congregation shall elect a Congregational Council of not fewer than six nor more than twenty-four members for terms of three years each with approximately one-third of the terms expiring annually. The members of the council must be voting members of the congregation. Section 2. The senior pastor (or designate) shall be an ex officio member, with voice but no vote, of the Congregational Council and all its committees and shall be notified of all regular or special meetings of the Congregational Council. Section 3. All elected members of the Congregational Council shall be installed by the senior pastor (or designate) according to the prescribed order of the church at the next public service following their election or as soon thereafter as convenient. Section 4. At its first meeting following the annual meeting of the congregation the Congregational Council shall elect from its own membership a chairperson, a vicechairperson and a secretary who shall be chairperson, vice-chairperson and secretary of the congregation. The council shall also elect a treasurer and a financial secretary, who need not be elected members of the Congregational Council. 1

3. THE BOARD OF DEACONS (Bylaw Part VII - p 18) (a) There shall be a board of deacons of nine (9) members elected at the annual meeting of the congregation, each for a term of three (3) years. One third of the members of the board shall be elected at each annual meeting of the congregation. Members of the board shall be eligible to serve no more than two (2) consecutive terms. The pastoral staff shall be advisory members, but without vote. (b) The duties and responsibilities of the board of deacons shall be to provide spiritual leadership in the congregation, working with the pastoral staff to guide the work, witness, worship, education, and time/talent stewardship of the congregation in the world. 4. THE BOARD OF TRUSTEES (Bylaw Part VII - p 18, 19) (a) There shall be a board of trustees of six (6) members elected at the annual meeting of the congregation, each for a term of three (3) years. One-third of the members of the board shall be elected at each annual meeting. Members of the board shall be eligible to serve no more than two (2) consecutive terms. The pastoral staff shall be advisory members, but without vote. (b) The duties and responsibilities of the board of trustees shall be to have charge of the financial stewardship program of the congregation, the general management of all matters relating to legal and corporate affairs, and to supervise the maintenance of the properties of the congregation. Section 5. The Congregational Council shall be the trustees of the congregation and shall have general oversight of the life and activities of the congregation ensuring that everything is done in accordance with the Word of God and the faith and practice of the ELCIC. The Congregational Council shall exercise such authority as is delegated to it by this constitution, the bylaws and the resolutions of the congregation, and may adopt such policies not in conflict with these documents as needed to carry out its mandate. Section 6. A majority shall constitute the quorum for transacting the business of the Congregational Council. Section 7. If a vacancy occurs on the Congregational Council, the council shall fill the vacancy until the next meeting of the congregation. Should the unexpired term be one year or less, it shall not be considered in determining eligibility for succession. Section 8. A member of the Congregational Council who is absent from two consecutive regular meetings shall be contacted by the chairperson of the congregation; if the member is absent from three consecutive regular meetings without valid excuse, the council may declare the position vacant. Section 9. The council shall declare vacant the position of any council member whose membership in the congregation is terminated for any of the reasons stated in Article VII of this constitution or whose status as a voting member in good standing (Bylaws, Part III) has not been maintained. The council may declare vacant the position of any council member who has been suspended from membership in the congregation by disciplinary action of the council (Bylaws, Part III, 6) or has been censured by a twothirds vote of the members of council for behaviour that is inconsistent with the policies of the council and the congregation 2

5. THE CHURCH COUNCIL (Bylaw Part VII - p 20, 21) (a) The officers of the congregation and the members of the boards together with the pastoral staff serving as advisory members, shall constitute the church council. (b) The duties and responsibilities of the church council shall be to: (i) have general oversight of the life and work of the congregation and to co-ordinate the activities of the boards, committees, and auxiliaries of the congregation; (ii) determine rosters of the baptized, the confirmed, and the voting members of the congregation; (iii) perform such other duties and responsibilities as are provided in this constitution and bylaws; (iv) establish and supervise the work of such committees as are specified in the bylaws and as recommended by the executive committee. The church staff, as designated, shall be advisory members of committees, but without vote. Section 10. The senior pastor, or the chairperson, or any three members of the Congregational Council may call a special meeting. Notice of such meeting shall be given not fewer than 10 days prior to the meeting and shall be announced at a public service if one is held during that period. Section 11. The Congregational Council shall uphold Zion's Mission Interpretive Statement: a. Zion Lutheran Church is a congregation of the Evangelical Lutheran Church in Canada. b. Based on the Word of God and the sacraments of baptism and communion, we make known the Christian Faith in word and actions. c. We provide opportunities for worship, learning, support and growth of our members, while also reaching out to others in the community of Saskatoon and beyond. 3

BYLAWS PART V ANNUAL MEETINGS OF THE CONGREGATION 5. NOMINATING COMMITTEE (a) The nominating committee shall consist of five (5) members; three (3) elected at the annual meeting and two (2) appointed by the church council from its membership. The senior pastor shall serve as convenor and as an advisory member. The committee shall elect a chairperson at the first meeting. (b) The nominating committee shall nominate one or more candidates for each office to be filled as well as auditors and at least three (3) candidates for the nominating committee. (Constitution Article XI pp 7-9). The list of nominees shall be included in the Annual Report. In addition to the nominees submitted by the nominating committee, further nominations may be made from the floor provided consent has been secured from the nominee prior to the nomination. (c) The nominating committee shall also, when required, carry out the responsibilities outlined in Part IV -- Number 1, p 13, 14. 6. AUDITOR(S) Auditor(s) shall be elected at the annual meeting or appointed by the church council as directed at the annual meeting. The auditor(s) shall audit the fiscal records and examine the existing insurance coverage of the congregation. A written report shall be submitted to the annual meeting. The term of office shall be for one (1) year B. In Zion's Bylaws, Part V, insert a new 5. (b) to read: (Note that Part V; 5 (a); and 5 (c) remain unchanged) 5. NOMINATING COMMITTEE (b) The nominating committee shall nominate one or more candidates for each position to be filled on the Congregational Council. The committee shall also nominate at least three (3) candidates for the next year s nominating committee. (Constitution Article XI) The list of nominees shall be included in the Annual Report. In addition to the nominees submitted by the nominating committee, further nominations may be made from the floor provided consent has been secured from the nominee prior to the nomination. 6. AUDITOR(S) Auditor(s) shall be appointed by the annual meeting or by the church council as directed at the annual meeting. The auditor(s) shall audit the fiscal records and examine the existing insurance coverage of the congregation. A written report shall be submitted to the annual meeting. Auditors shall serve for a term of one (1) year. 4

PART VII OFFICERS AND BOARDS (Constitution Article XI - pp 7-9) 1. Eligibility and Duties of Officers (a) Only a voting member of the congregation shall be eligible to serve as an officer. (b) The President shall: i) preside at the meetings of the church council, and the congregation, ii) convene and chair meetings of the executive committee; iii) be one of the persons with financial and legal signing authority (Bylaw Part VII - 1(f) - p 17). iv) establish a special committee to review the Constitution and Bylaws each year divisible by five (5), or more often if deemed necessary. C. Replace Zion Bylaws, Part VII with a new Part VII: (Using Article X - Alternate 1 - of the ELCIC Model Constitution for Congregations, with additions from Zion's current Bylaws: PART VII - Congregational Council and Officers (Constitution Article X) The Congregational Council elected at the annual meeting of the congregation shall be composed of 15 members, elected for terms of three years each with approximately one-third of the terms expiring annually. The Council shall elect its own officers. (Article XI, Section 4) The duties of the Officers shall be as follows: Section l. The chairperson shall preside at all meetings of the council and of the congregation. The agenda shall be prepared in consultation with the senior pastor. Additional duties shall include: a. Be one of the persons with financial and legal signing authority. (c) The Vice President shall assume the duties of the president when necessary. In the event that neither the president or vice-president are able to act, the church council shall have power to designate a member of the church council to preside. Section 2. b. Establish a special committee to review the Constitution and Bylaws each year divisible by five (5), or more often if deemed necessary. The vice-chairperson shall preside at the meetings of the council and of the congregation in the absence of the chairperson. In the event that neither the chairperson nor vicechairperson are able to act, the congregational council shall have the power to designate a member of the congregational council to preside. 5

(d) The Secretary shall: Section 3. i) keep the minutes of the meetings of the church council, the executive committee, and the congregation (Constitution Article X - pp 6-7); The secretary shall keep the minutes of the council and of the congregation in a volume provided by the congregation, which shall be permanently preserved in the congregational archives. Additional duties shall include: ii) have custody of the Seal; iii) be one of the persons with legal signing authority (Bylaw Part VII - 1(f) - p 17). Section 4. a. Have custody of the Seal; b. Be one of the persons with financial and legal signing authority. (e) The Treasurer shall: i) have custody of all funds of the congregation; ii) be responsible for the receipt and disbursements of such funds in accordance with the decisions of the congregation or the board of trustees; Section 5. The treasurer shall have custody of all funds of the congregation and shall receive and disburse such funds in accordance with the decision of the congregation and of the council, and be one of the persons with authority to sign cheques for the disbursement of funds. The treasurer shall make monthly remittance of benevolence receipts to the treasurer of the synod. iii) be one of the persons with authority to sign cheques for the disbursement of funds; The financial secretary shall maintain and issue receipts for all contributions. iv) maintain records of all financial transactions of the congregation; v) prepare and submit: - financial reports as required, to the board of trustees, and - a complete financial statement for the fiscal year to the annual meeting of the congregation. Section 6. The treasurer and the financial secretary shall make written report of all financial transactions to the council, normally monthly, and to the congregation with audit at the annual meetings. The treasurer shall be bonded. 6

(f) Signing Officers of the Congregation Signing officers for legal matters of the congregation shall be both the president and the secretary. 2. Membership and Meeting of the Boards and Executive Committee In addition to the provisions of the constitution, the following shall govern membership and the conduct of meetings of the board of deacons, the board of trustees, and the executive committee: (a) only a voting member of the congregation shall be eligible for membership on the boards and executive committee of the congregation. (b) a member of a board or the executive committee who is absent from two (2) consecutive regular meetings shall be consulted by the president of the congregation. If the member is absent from three (3) consecutive regular meetings without valid excuse, the office may be declared vacant. (c) a quorum for any regular or special meeting shall be one-half of the membership. (d) i) A special meeting of a board may be called by the senior pastor, the president of the congregation, the executive committee, the chairperson of or any three (3) members of a board. ii) A special meeting of the executive committee may be called by the senior pastor, the president of the congregation, or any two (2) members of the executive committee. The duties of the Council shall be as follows: Section 7. The Congregational Council shall: a. Lead the congregation in stating its mission, in doing long-range planning, in setting goals and priorities and in evaluating its activities in the light of its mission and goals; b. Exemplify for the congregation a life that is worthy of the high calling in Christ; c. Seek to involve all members of the congregation in worship, learning, witness, service and support; d. Provide support for the pastor(s) and other professional leaders, assisting them to review and evaluate their ministry; and review annually their financial compensation making adequate adjustments; e. Arrange for pastoral service during the sickness or absence of the pastor(s); f. Appoint or elect all lay staff, salaried or voluntary, for the effective administration of all aspects of parish life; g. Recognize the Executive Committee to be composed of the chairperson, vice-chairperson, secretary, and treasurer, describe its duties and appoint such committees as may be necessary or advisable for education, evangelism, stewardship, visitation, world mission, worship, etc. h. Normally meet once a month; i. Be responsible for maintaining and protecting the property of the congregation and overseeing its use by both members and nonmembers; j. Be responsible for the financial and legal matters of the congregation including to: 1) Prepare an annual budget to recommend to the congregation; 2) Supervise the expenditure of funds and ensure that the financial affairs of the congregation are conducted efficiently; 7

3. Duties and Responsibilities of the Executive Committee (Constitution Article XI - p 7) In addition to the duties and responsibilities provided in the constitution, the executive committee shall hold regular meetings at such time and place as the executive committee may determine. 4. Duties and Responsibilities of the Board of Deacons (Constitution Article XI - p 8) In addition to the duties and responsibilities provided in the constitution, the board of deacons shall: (a) elect from its membership a chairperson and a secretary; (b) conduct regular meetings at such time and place as the board may determine; (c) develop and implement a program of evangelism; (d) develop and implement the educational programs of the congregation; (e) develop and implement a program of visitation; (f) consider matters relating to congregational worship and make recommendations to the church council; 3) Secure prior congregational approval for expenditures which in a fiscal year total more than 5% in excess of the total annual budget voted by the congregation; 4) Designate, as necessary, signing officers (in addition to the chairperson and secretary) for legal and financial matters of the congregation; 5) Ensure the requirement of two signatures on all cheques and documents. k. Ensure that the annual budget includes support for the church at large and that regular monthly benevolence monies are forwarded; l. Emphasize the partnership of the congregation with the Saskatchewan Synod and the Evangelical Lutheran Church in Canada and encourage support for the work of the church at large; m. Convene at least once a year, a meeting of all committees and representatives of each organization to meet jointly with the congregational council to review the life, work, and program of the congregation; n. Have custody of the church archives; o. Promote congregational unity and good will, fostering mutual understanding in times of conflict and exercising discipline, when necessary, under the provision of the constitution. (g) initiate a program of stewardship which will foster witness and service in the congregation and the community. Such program shall be in harmony with the stewardship responsibilities of the board of trustees; (h) report regularly to the church council; (i) report its activities to the annual meeting of the congregation and at such other times as the congregation may decide. 8

5. Duties and Responsibilities of the Board of Trustees (Constitution Article XI - p 8) In addition to the duties and responsibilities provided in the constitution, the board of trustees shall: (a) elect from its membership a chairperson and a secretary; (b) conduct regular meetings at such time and place as the board may determine; (c) receive reports regularly from the treasurer to ascertain that the expenditures are within the budget approved by the congregation. Any expenditures in excess of the total voted budget must have prior approval by the congregation; (d) prepare a budget, including a review of all staff salaries, for consideration by the church council which will make recommendations to the annual meeting of the congregation; (e) assure itself that the treasurer and others who have access to the funds are adequately bonded; (f) ensure that all cheques have dual signatures. Any two (2) of the following shall have authority to sign cheques: i) the president ii) the treasurer iii) two people appointed by church council upon recommendation of the Board of Trustees. 9

(g) appoint annually, the financial secretary whose duties shall be: i) to ensure a record of all contributions is maintained; ii) to ensure that this record of contributions is accurate; iii) to ensure reports of contributions are provided, as required, to the Treasurer and/or to the church council, through the board of trustees; iv) to ensure cumulative quarterly statements for regular contributors are prepared and distributed; v) to ensure receipts for total contributions during the fiscal year, for each contributor, are prepared and distributed. (h) ensure that the financial records are audited by the elected or appointed auditors prior to the annual meeting of the congregation; (i) initiate a program of stewardship which will foster proportionate giving of financial resources for the mission of the church. Such program shall be in harmony with the stewardship responsibilities of the board of deacons; (j) report regularly to the church council; (k) report its activities to the annual meeting of the congregation and at such other times as the congregation may decide. 10

6. Meetings of the Church Council (Constitution Article XI - pp 7-9) In addition to the provisions of the constitution, the following shall govern the church council in the conduct of its meetings: (a) a quorum for any regular or special meeting shall be one-half the membership. (b) a member of the church council who is absent from two (2) consecutive regular meetings shall be consulted by the president of the congregation; if absent from three (3) consecutive regular meetings without valid excuse, the church council may declare the office vacant. (c) a special meeting may be called by the senior pastor, the president, or any three (3) members of the church council. Notice of such meetings shall be given prior to the meeting and announced at the public service if one is held during the intervening period. 7. Duties and Responsibilities of the Church Council (Constitution Article XI - pp 7-9) In addition to the duties and responsibilities provided in the constitution, the church council shall: (a) conduct regular meetings at such time and place as the church council may determine; (b) secure necessary staff other than pastors (such as administration assistant, Christian day school teacher, business administrator, church musician, parish education directory, parish secretary, parish worker, youth worker, intern, custodian, etc.); (c) be responsible for the use of the congregation's facilities by both members and non-members; 11

(d) review the budget prepared by the board of trustees and submit it to the annual meeting of the congregation with its recommendations; (e) establish and be responsible for the committees of education, evangelism, stewardship, worship, and others as deemed necessary by: i) appointing the members, and ii) maintaining liaison with the committees of the congregation by naming a member of the council as its representative on each committee, and iii) designating the council representative on each committee to convene the first meeting of that committee following the annual meeting of the congregation; (f) convene at least once a year, a meeting of all committees and representatives of each organization to meet jointly with the church council to review the life, work, and program of the congregation; (g) have custody of the church archives; (h) exercise discipline in accordance with the provisions of the constitution and its bylaws; (i) report its activities to the annual meeting of the congregation and at such other times as required by the congregation; 12

(j) if a vacancy occurs in the church council, the council may fill the vacancy until the next meeting of the congregation. Should the unexpired term be one year or less, it shall not be considered in determining eligibility for succession. 8. Mission Interpretive Statement (Article III - p2) (a) Zion Lutheran Church is a congregation of the Evangelical Lutheran Church in Canada. (b) Based on the Word of God and the sacraments of baptism and communion, we make known the Christian Faith in word and actions. (c) We provide opportunities for worship, learning, support and growth of our members, while also reaching out to others in the community of Saskatoon and beyond. ARTICLE VI MEMBERSHIP IN THE CONGREGATION (Bylaw Part III - p 10, 11, 12, 13) 2. Members shall be classified as (a) baptized, (b) confirmed, (c) voting. (c) Voting members shall be those who are members in good standing, as provided in the bylaws, and who have attained legal age in the Province of Saskatchewan. D. Amend Article VI, 2., (c) of Zion's Constitution to read: (c) Voting members shall be those who are confirmed members in good standing, as provided in the bylaws; except that on legal and financial matters, only those voting members who have attained the age of majority in the Province of Saskatchewan shall vote. 13