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Constitution and By-Laws

The Constitution of Grace Lutheran Church Long Beach, California was adopted on March 23, 1945. Since then the Constitution has been revised on the following dates: January 11, 1965; January 9, 1972; June 15, 1981; January 1, 1983 and January 11, 1988. Currently the Constitution is under revision.

CONSTITUTION AND BY LAWS

PROPOSED REVISION OF THE

Constitution of

Grace Lutheran Church of Long Beach, California

Preamble

Whereas the Word of God demands that a Christian congregation conform to the Word of God in doctrine and practice (Ps. 119:105, Gal. 1:6 8, 2 Tim. 4:1 5) and that all things be done decently and in order (1 Cor. 14:40), therefore we, the members of Grace Lutheran Church of Long Beach, California, set forth by this present document the constitution and the bylaws in accordance with which our congregational affairs, spiritual and material, shall be conducted.

Article I: Name

The name of this congregation shall be Grace Lutheran Church of Long Beach, California.

Article II: Purpose

The purpose of this corporate body shall be that of a religious corporation; more specifically, that of a Christian congregation, established and maintained for the express purpose of proclaiming and disseminating the Gospel truth according to the Confessional Standard of The Lutheran Church Missouri Synod.

Article III: Confession of Faith

This congregation acknowledges and accepts all the canonical books of the Old and New Testaments as the revealed and inspired Word of God, and acknowledges and accepts all the Symbolical Books of the Evangelical Lutheran Church, contained in the Book of Concord of 1580, to be a true, genuine exposition of the doctrines of the Bible. These Symbolical Books are the three Ecumenical Creeds (the Apostolic, the Nicene, and the Athanasian), the Unaltered Augsburg Confession, the Apology of the same, the Smalcald Articles, Dr. Martin Luther’s Large and Small Catechisms, and the Formula of Concord.

Article IV: Denominational Affiliation

This congregation shall be affiliated with The Lutheran Church—Missouri Synod as long as the confessions and constitution of The Lutheran Church—Missouri Synod are in accord with the confessions and constitution of this congregation as laid down in Article III.

Article V: Membership

The membership of this congregation shall be classified as baptized, confirmed, and voting members as defined in the bylaws.

Article VI: Organization

A.Voters Assembly

The Voters Assembly shall consist of all voting members present at a regular or special meeting of the congregation. The congregation, through the Voters Assembly, shall have final authority in its internal and external affairs.

B.Ministry Council

The Ministry Council shall be the governing body of the congregation and is responsible to administer all the congregation’s affairs. The Ministry Council shall not have the power to take the following actions, as the authority for such actions shall be retained by the Voters Assembly:

1.Call or remove a called worker.

2.Adopt the annual financial plan (budget).

3.Purchase or sell church property or buildings valued over 10% of the expenses included in the annual financial plan.

4.Incur debt greater than 3% of the expenses included in the annual financial plan.

5.Incur expenses greater than 3% over the expenses included in the annual financial plan.

6.Remove a confirmed member from confirmed membership

7.Dissolve the congregation.

C.Officers

The officers of this congregation shall be such officers as the bylaws of this constitution prescribe. The officers prescribed in the bylaws shall have no authority beyond that which has been conferred upon them in the constitution or bylaws.

Article VII: Property Rights of Congregation

This congregation as a corporate body may receive, acquire, hold title to, and manage such real estate and other property as it may deem necessary to accomplish its purpose and may sell or dispose of such real estate and other property; and this corporate body shall have all the rights and powers that are granted by the laws of the State of California to religious corporations.

If at any time a schism should arise in this congregation, the property of the congregation and all rights and benefits therewith connected shall remain with such members as shall adhere to the doctrine of The Lutheran Church as designated in Article III of the constitution. If both parties to the schism contend adherence to the confessions, both parties shall participate in mediation to decide with which party the property remains. If the required mediation does not result in an agreed-upon settlement, then the synodical district in which the congregation holds membership shall decide with which party the property remains.

The property of this nonprofit corporation is irrevocably dedicated to religious purposes, and no part of net income or assets of this organization shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private individual. Upon the dissolution of the corporation, its property shall go to the synodical district (or its successor) in which the congregation holds membership. If at such time the said district is not in existence and has no successor, then such property shall go to The Lutheran Church—Missouri Synod. If it also is not in existence, this corporation’s property shall go to such religious corporation which the voting members of the corporation at the time of its dissolution shall decide most nearly adheres and conforms to the confessions, doctrines, and practices of The Lutheran Church—Missouri Synod.

Article VIII: Decisions

All congregational matters decided by the Voters Assembly shall be decided by a simple majority of the votes cast at a properly convened meeting of the Voters Assembly, except as otherwise provided in this constitution and bylaws.

Article IX: Amendments

This constitution may be amended by a two-thirds majority of the votes cast in a meeting of the Voters Assembly. The wording of the amended constitution and bylaws shall be distributed to all members in a mailing as far in advance as possible, but no less than two Sundays in advance. In addition, the revisions will be distributed to the congregation assembled for worship on two different Sundays prior to the date upon which the amendment is presented for action.

The revised constitution shall, as a condition of continued membership in The Lutheran Church—Missouri Synod, be submitted to the president of the district for review by the district’s constitution committee and favorable action by the district’s board of directors before being implemented by the congregation.

PROPOSED REVISION OF THE

Bylaws of

Grace Lutheran Church of Long Beach, California

Article 1: Baptized Membership

Baptized members are all persons within the congregation who have been baptized in the name of the Triune God, whether children (including infants) or adults, and come under the pastoral care of this congregation.

Article 2: Confirmed Membership

Confirmed members are all baptized persons within the congregation who have received a course of instruction in Christian doctrine which meets with the approval of the Ministry Council. It is expected of all confirmed members that they

A.Accept the Bible as the only divine rule and standard of faith and life;

B.Aspire to lead a Christian life as taught in Galatians 5:19-26;

C.Familiarize themselves with the doctrines of the Church, at least as set forth in Luther’s Small Catechism, and declare acceptance of them;

D.Attend worship services and partake of the Lord’s Supper regularly, if physically possible;

E.Provide for the Christian training of their children;

F.Support, for the sake of love and peace, the policies already made, or still to be made, provided that such policies do not conflict with the Word of God;

G.Contribute as the Lord has prospered them (1 Cor. 16:2) toward the maintenance of the congregation, its due functions, and the extension of the church at large;

H.Are not members of any organizations that confess and/or foster principles and practices that conflict with the Word of God (2 Cor. 6:14-18; 2 John 9) such as secret, oath-bound societies.

Article 3: Voting Membership

A.A voting member of the congregation shall have the right to vote in the Voters Assembly. All confirmed members who have reached the age of 18 are eligible to become voting members of the congregation.

B.An eligible member who desires to become a voting member shall indicate such to the president of the congregation either in writing prior to a Voters Assembly meeting or in person at a Voters Assembly meeting.

C.All candidates for voting membership shall be received by the Voters Assembly as the last item of business at any Voters Assembly meeting. The privilege to vote shall not go into effect for the newly received voting members until the following Voters Assembly meeting.

Article 4: Termination of Membership

A.Confirmed members may be transferred to a sister congregation upon their request, by approval of the senior pastor or the Ministry Council.

B.Confirmed members who join another congregation may be released from membership.

C.Confirmed members whose whereabouts are unknown and whose addresses cannot be established may be removed from membership.

D.Confirmed members who conduct themselves contrary to the expectations of confirmed members listed in Article 2 of these bylaws may be admonished according to Matthew 18:15-20, if in the view of the Ministry Council the conduct is of such a nature as to warrant admonishment. If the admonished individuals remain impenitent, they may be removed from confirmed membership by a 2/3 majority vote of the Voters Assembly. When the circumstances that have led to removal from membership have been resolved to the satisfaction of the Ministry Council and the individual desires reinstatement, the Ministry Council shall recommend reinstatement to the Voters Assembly for its approval by majority vote.

Article 5: Voters Assembly

A.The Voters Assembly shall meet at least twice a year, once in January and once in June. The day and hour of the meeting shall be set by the Ministry Council and publicized at least two weeks in advance. The notification shall contain an agenda of items to be considered as well as the slate of nominees for election.

B.The Voters Assembly may meet at other times of the year subject to a call by the Ministry Council, or at the request of ten voting members. If the meeting is prompted by a request of ten voting members, the meeting shall take place within 30 days of the submission of the request to the president (or to another officer of the congregation in the absence of the president). Notice of any such special meeting shall be publicized as far in advance as possible but no less than one week in advance. Notice of the special meeting shall be sent by e-mail to those who have e-mail addresses on file with the church office, and by regular mail to those who do not have e-mail addresses on file with the church office. The notice shall contain an agenda of items to be considered. No agenda items may be added once notification of a special meeting is publicized.

C.The president, vice president or their designated Ministry Council member shall preside at all Voters Assembly meetings.

D. Except as noted in Article 5.E of these bylaws, 10% of the voting membership shall constitute a quorum and the majority of votes cast shall decide all questions at a properly called meeting of the Voters Assembly.

E.In matters pertaining to the calling of pastors and teachers, purchasing or selling property, erection of buildings, deposing of elected officials, removing a confirmed member from confirmed membership, or altering the constitution, bylaws, or the Articles of Incorporation, 25% of the voting membership shall constitute a quorum and the affirmative vote of two-thirds of the votes cast shall be required.

Article 6: Called Workers

A.Qualifications

The pastoral office of this congregation as well as that of other called professional workers shall be conferred only upon pastors or candidates who profess and adhere to the confessional standard set forth in Article III of the constitution, who are qualified for the work of the ministry, and who have been endorsed by and are members of The Lutheran Church—Missouri Synod.

B.Calling into Office

1.After authorization is received from the Voters Assembly, the Ministry Council shall create a Call Committee. At least half of the Call Committee members shall not also be members of the Ministry Council.

2.The Call Committee shall consult with those in the affected ministry area and with the district office as part of their efforts to secure the names of candidates. The Call Committee shall also solicit nominations from the voting members of the congregation prior to the Call Meeting.

3.The Call Committee will present a final list of candidates to the Voters Assembly for issuance of the call at a Call Meeting. Nominations from the floor at the Call Meeting shall not be allowed.

C.Removal from Office of Called Workers

1.Any pastor or other called worker may be removed from office in Christian love and lawful order by the Voters Assembly for one of the following reasons: persistent adherence to false doctrine, scandalous life, willful neglect of the duties of the office, or the inability to perform those duties.

2.The Ministry Council shall carefully investigate charges on any of these counts. Should such charges be substantiated by clear evidence, and after consultation with the District President or his designated representative, the Ministry Council shall notify the voting members of the situation and submit the matter for action at a special meeting of the Voters Assembly. Such meeting shall be announced by e-mail to those who have e-mail addresses on file with the church office, and by regular mail to those who do not have e-mail addresses on file with the church office, at least two weeks in advance of the meeting. It shall also be announced at regular worship services on the preceding two weekends.

3.In matters pertaining to the removal of a called worker from office, 25% of the voting membership shall constitute a quorum, and a three-fourths majority of the votes cast shall be required to remove any divinely called servant from office.

Article 7: Officers

A.The duties of the president shall include the following:

1.Prepare the agenda for and preside at all meetings of the Voters Assembly and the Ministry Council.

2.Sign all legal documents, with the secretary, on behalf of the congregation.

3.Uphold the constitution and bylaws of the congregation and carry out the expressed will of the congregation as embodied in the resolutions of the voting membership.

4.Be a nonvoting member of all boards, committees, task forces, action teams, or other such entities in the congregation and at his or her discretion attend any such meetings either in person or represented by such person(s) as he or she may appoint.

B.The duties of the vice president shall include the following:

1.Perform all of the duties of the president in the latter’s absence and such other additional duties that may be directed by the Voters Assembly or by the president.

2.Chair and appoint a Nominating Committee with the advice and consent of the Ministry Council.

C.The duties of the secretary shall include the following:

1.The duties shall be those commonly required of that office, especially the keeping and preserving of accurate records and minutes of all Voters Assembly and Ministry Council meetings. These minutes and the official minutes of all church organizations shall remain the property of the congregation.

2.Keep an accurate and up-to-date list of voting members and bring such list to each Voters Assembly meeting.

3.Sign all legal documents, with the president, on behalf of the congregation.

D.The duties of the treasurer shall include the following:

1.Keep and preserve the accurate records of all receipts and disbursements, and submit a written report of them at all regular meetings of the Voters Assembly and Ministry Council.

2.Pay all properly authorized expenses.

E.The term of office for all officers shall be one year.

Article 8: Ministry Council

A.Membership

The members of the Ministry Council (or “the Council”) shall consist of the officers of the congregation listed in Article 7 of these bylaws, three to five (as recommended by the Ministry Council) voting members of the congregation elected at large by the Voters Assembly, and the senior pastor. The senior pastor shall be a nonvoting member of the Council.

B.Term of Office

The term of office for the elected members of the Ministry Council shall be one year. Any vacancies on the Council that occur between elections shall be filled by appointment of the Ministry Council for the duration of the term. Such appointment shall be submitted to the Voters Assembly for its approval at the next occurring Voters Assembly meeting.

C.Meetings

The Ministry Council shall meet at least quarterly, but it may meet more frequently as it deems beneficial for carrying out its responsibilities. Attendance at a meeting of at least 50% of the members of the Ministry Council shall constitute a quorum, which is required for the Council to vote on any issues coming before it.

D.Responsibilities

1.The Ministry Council, as the chief governing Council of the congregation, shall act in all matters pertaining to the legal and general welfare of the congregation, except those listed in Article VI.B of the constitution.

2.The Ministry Council shall have the responsibility to establish the policies necessary to implement the overall mission, ministry, and financial plan of the congregation as determined by the Voters Assembly. These policies shall be written and made available to voting members upon request.

3.The Ministry Council shall annually submit a financial plan (budget) to the Voters Assembly for its approval.

4.The Ministry Council may appoint or disband boards, committees (except the Spiritual Affairs Committee, as stipulated in Article 9 of these bylaws), task forces, action teams, or similar entities of the congregation, as needed, to carry out the mission and purpose of the congregation. It shall oversee and have authority over all other such entities of the congregation.

5.The senior pastor is accountable to the Ministry Council, and the Ministry Council shall be responsible for providing advice to and support for the senior pastor. The senior pastor (or his designee) will be responsible for the oversight of the rest of the church staff.

6.The Ministry Council shall provide for an audit of the financial records of the Treasurer and duly authorized organizations of the church at least once a year and report all findings to the Voters Assembly at a regular meeting.

Article 9: Spiritual Affairs Committee

A.Membership and Term of Office

The members of the Spiritual Affairs Committee shall consist of at least three (number to be determined annually by the Ministry Council) voting members of the congregation elected by the Voters Assembly for a term of one year.

B.Responsibilities

The responsibilities of the Spiritual Affairs Committee shall be to assist the pastor and, together with the pastor, advise the Ministry Council in spiritual, theological, and moral issues.

Article 10: Election, Removal from Office, and Vacancies

A.Nominations

1.The Vice President of the congregation shall annually appoint a Nominating Committee whose responsibility will be to develop a slate of officers, at-large Ministry Council members, and Spiritual Affairs Committee members to be elected each year. The Nominating Committee shall contain a majority of non-Ministry Council members and shall function for one year only. The senior pastor shall be a voting member of the Nominating Committee.

2.The Nominating Committee shall solicit nominations from the voting members of the congregation prior to the annual election meeting. The Nominating Committee shall report their nominations to the Voters Assembly at the annual election meeting. Nominations from the floor at the annual election meeting shall not be allowed.

B.Qualifications for Elected Office

All elected officials, whether officers of the congregation, at-large members of the Ministry Council, or members of the Spiritual Affairs Committee, shall be voting members of the congregation. Those elected to serve on the Ministry Council, whether officers of the congregation or at-large members, may not receive compensation from the congregation.

C.Election

Nominees who receive a majority of the ballots cast at the Voters Assembly shall be elected.

D.Removal from Office of Elected Officials

Any elected official may be removed from office by a two-thirds majority of the votes cast at a meeting of the Voters Assembly for one of the following reasons: persistent adherence to false doctrine, scandalous life, willful neglect of the duties of office, or the inability to perform those duties. (Also see quorum requirement in Article 5.E of these bylaws.)

E.Vacancy

The Ministry Council shall be authorized to appoint a person to fill an unexpired term of an elected official, with the approval of the Voters Assembly. Such appointment shall be submitted to the Voters Assembly for its approval at the next occurring Voters Assembly meeting.

Article 11: Rules of Order

The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern the congregation in all cases to which they are applicable and in which they are not inconsistent with this constitution and bylaws and any special rules of order the congregation may adopt.

Article 12: Endowment Fund

The purpose of the Endowment Fund of Grace Lutheran Church, Long Beach (a nonprofit organization charter under the laws of the State of California) is to receive and invest funds for the purposes established by the congregation and presented in the Bylaws of the Endowment Fund of Grace Lutheran Church, Long Beach. The Endowment Fund Committee members shall be voting members of the congregation. All rules, regulations, and policies shall be made available upon request to any member of the congregation.

Article 13: Amendments

The bylaws may be amended by a majority of the votes cast in a meeting of the Voters Assembly. The wording of the amended constitution and bylaws shall be distributed to all members in a mailing as far in advance as possible, but no less than two Sundays in advance. In addition, the revisions will be distributed to the congregation assembled for worship on two different Sundays prior to the date upon which the amendment is presented for action.

The revised bylaws shall, as a condition of continued membership in The Lutheran Church—Missouri Synod, be submitted to the president of the district for review by the district’s constitution committee and favorable action by the district’s board of directors before being implemented by the congregation.

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