Model Corporate Bylaw for Congregations in Ontario

Eastern Synod, Evangelical Lutheran Church in Canada

July 2008

Article 1Definitions, Fundamental Terms and Interpretations

Article 2Confession of Faith

Nature and Mission

Article 3Membership

Members in Good Standing

Termination of Membership

Article 4Resolution of Disputes among Members

Article 5Congregational Authority

Dissolution

Article 6Relationship to the ELCIC

Article 7Pastor and Staff

Article 8Meeting of Members

Article 9Congregational Council

Congregational Council Resignation and Vacancy

Authority of Congregational Council

Committees

Congregational Council Meetings

Officers

Executive

Article 10Financial Matters and Auditors

Article 11Protection and Indemnity

Article 12Policy Statements, Rules, Regulations and Guidelines

Article 13Auxiliaries and Organizations

Article 14General Provisions

Article 15Amendments

General Operating Bylaw Number 1

A Bylaw relating generally to the transaction of the affairs of <NAME LUTHERAN CHURCH> (an Ontario Corporation)

BE IT ENACTED as a Bylaw of <NAME LUTHERAN OF CHURCH> (hereinafter referred to as the AChurch@) as follows:

Definitions, Fundamental Terms And Interpretations

1.1In this Bylaw and all other Bylaws and Resolutions of the Church unless the context otherwise requires, the following definitions shall apply:

  1. AAct@ means the Corporations Act (Ontario) R.S.O. 1990, c.C.38 as amended from time to time and any statute enacted in substitution thereof, and in the case of such substitution, any references in the Bylaw of the Church to provisions of the Act shall be read as references to the substituted provisions thereof in the new statute or statutes;
  2. ABishop@ means the bishop of the Synod;
  3. ABoard@ means the Congregational Council of the Church, which shall be deemed to be the Board of Directors of the Church pursuant to the Act;
  4. ABylaw@ or ABylaws@ means any Bylaw of the Church from time to time in force and effect, including the General Operating Bylaw;
  5. AChurch@ means the legal entity incorporated as a corporation without share capital under the Act by Letters Patent dated the <DATE> day of <MONTH>, <YEAR>, and named <NAME OF CHURCH>;
  6. AChurch Constitution@ or AConstitution@ means the Letters Patent, the General Operating Bylaw, all other Bylaws, and all Policy Statements adopted by the Church from time to time;
  7. ACommittee@ means Committee of the Church as established in accordance with this Bylaw;
  8. ACommittee Member@ means a member of a Committee of the Church;
  9. ACongregation@ means the Members of the Church;
  10. ACongregational Council@ or ACouncil@ means the Congregational Council of the Church as described in Article 9 herein;
  11. ACouncillor@ means a member of the Congregational Council who shall be deemed to be a Director of the Church pursuant to the Act;
  12. ADiscipline@ means seeking to reconcile Individuals to one another through mutual forgiveness;
  13. ADocuments@ includes deeds, mortgages, hypothecates, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfer and assignments of shares, bonds, debentures or other securities and all paper writing;
  14. AELCIC@ or ALutheran Church@ means the Evangelical Lutheran Church in Canada;
  15. AGeneral Operating Bylaw@ means this Bylaw, any amendments thereto, and any other Bylaws of the Church intended to amend or replace the General Operating Bylaw herein;
  16. AIndividual@ means a Member as defined herein;
  17. ALetters Patent@ means the Letters Patent incorporating the Church, as from time to time amended or supplemented by Supplementary Letters Patent;
  18. AMeeting of Members@ means any annual or special meeting of the Members;
  19. AMember@ means a member of the Church as defined in Article 3 hereof;
  20. AMembership@ means membership of the Church;
  21. AObjects@ means the Objects of the Church as contained in the Letters Patent;
  22. AOfficer@ means an Officer of the Church as described in Article 9.35;
  23. APastor@ means the Pastor of the Church as described herein;
  24. APerson@ means an individual person, but does not include corporations, partnerships, trusts, or unincorporated organizations;
  25. APolicy Statements@ means any Policy Statements adopted as part of the Church Constitution from time to time concerning practical applications of biblical principles, doctrinal considerations and Christian conduct;

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  1. AResolution@ means a Resolution passed by either the Congregational Council, or a Meeting of Members, as the case may be, by a majority of the votes cast, unless the Act or the Bylaws otherwise require;
  2. ASynod@ means the Eastern Synod of the Evangelical Lutheran Church in Canada.

1.2In this General Operating Bylaw and all other Bylaws and Resolutions of the Church, unless the context otherwise requires, the following interpretations shall apply:

  1. words importing the singular number include the plural and vice versa;
  2. words importing the masculine gender include the feminine and neutered genders unless this Bylaw otherwise specifically provides; and
  3. words importing or referring to Person or Persons shall include individual persons only and shall specifically exclude corporations, partnerships, trusts and unincorporated organizations.

1.3Headings used in this General Operating Bylaw are for convenience of reference only and shall not affect the construction or interpretation thereof.

Confession of Faith

2.1The Confession of Faith is that of the ELCIC from time to time.

2.2This General Operating Bylaw and any other Bylaws of the Church shall be strictly interpreted at all times in accordance with and subject to the Confession of Faith. If any of the provisions contained in this General Operating Bylaw are inconsistent with those contained in the Letters Patent or the Act, the provisions contained in the Letters Patent or the Act, as the case may be, shall prevail.

  1. This congregation confesses the Triune God--Father, Son and Holy Spirit--as the one true God. It proclaims the Father as Creator and Preserver, His Son Jesus Christ as Redeemer and Lord, and the Holy Spirit as Regenerator and Sanctifier.
  2. This congregation confesses that the Gospel is the revelation of God's saving will and grace in Jesus Christ, which He imparts through Word and Sacrament. Through these means of grace the Holy Spirit creates believers and unites them with their Lord and with one another in the fellowship of the Holy Christian Church.
  3. This congregation confesses the Scriptures of the Old and New Testaments as the inspired Word of God, through which God still speaks, and as the only source of the Church's doctrine and the authoritative standard for the faith and life of the Church.
  4. This congregation subscribes the documents of the Book of Concord of l580 as witnesses to the way in which the Holy Scriptures have been correctly understood and explained and confessed for the sake of the Gospel, namely:
  5. The Apostles', the Nicene, and the Athanasian Creeds as the chief confessions of the Christian faith;
  6. The Unaltered Augsburg Confession as its basic formulation of Christian doctrine;
  7. Luther=s Small Catechism as a clear summary of Christian doctrine;
  8. The Apology of the Augsburg Confession, Luther's Large Catechism, the Smalcald Articles with the Treatise, and the Formula of Concord as further witnesses to the Unaltered Augsburg Confession.

Nature and Mission

2.3Nature and Mission: This congregation is a worshipping, learning, witnessing and serving community of baptized persons among whom the Word is proclaimed and the Sacraments are administered according to the Gospel, and whose corporate existence is recognized by the ELCIC. It shall provide support to enable the fulfilment of the mission and ministry of this church.

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  1. Worship. This congregation, remembering God's mighty acts in the past, celebrating His abiding presence, and moving toward His promised fulfilment, will listen to the Word of God in Scripture and preaching, receive the Sacraments, and respond with confession, prayer, praise, thanksgiving, and with tithes and offerings. In order to assist members to acknowledge God's rule over their lives, their own unity as Christ's body on earth, and to express their relationship with God in public and in private, the congregation shall gather for worship regularly and, in accordance with the traditions of the Lutheran Church, recruit, equip and support members for leadership in worship, use appropriate worship materials, and make certain that worship has a place in other functions of the congregation.
  2. Learning. The congregation shall develop an educational program designed to assist persons to grow in grace and faith and in the knowledge of the Scriptures and the Lutheran Confessions for service and witness in the world. To this end, it shall provide learning opportunities with appropriate curriculum, recruit, equip, approve and support teachers, and ensure that adequate study undergirds all functions of the congregation.
  3. Witnessing. This congregation, relying on the Holy Spirit, shall proclaim the Gospel by word and deed and thereby invite all people to repent and believe. The congregation shall recruit, motivate, equip and support its members to witness to their faith at every opportunity in daily life so that the Lord is glorified, the fellowship is strengthened, the lapsed are restored and new members are added to the congregation. It shall provide for the communication of the Gospel through fellowship in the wider Christian community. It shall assure that all congregational functions witness to the faith of the church.
  4. Service. This congregation shall live by faith active in love. It shall motivate, equip and support its members to minister in daily life, to participate as members of a caring community, to serve as Christians in all the institutions and structures of the society of which they are a part, and individually and corporately to promote justice and reconciliation, meet human needs and alleviate suffering. In these efforts the congregation shall co-operate with the Synod and the ELCIC, other Christian churches and other groups in society. It shall make certain that all its functions strengthen the motivation and ability for service.
  5. Support. This congregation in faithfulness to God shall provide leadership, organizational structures, facilities and funds to enable fulfillment of its functions. The congregation shall strive to maintain effective stewardship practices, evaluate regularly the total life and ministry of the congregation, and recruit, equip and support members of the congregation to provide for these activities.

Membership

3.1The applicants for incorporation shall be the initial Members. Thereafter, Members shall be only those baptized Persons who:

  1. have been baptized in the Church, or
  2. having been previously baptized in the name of the Triune God, have been received by:
  3. transfer from another ELCIC or full communion congregation, or
  4. confirmation, or
  5. affirmation of faith.

3.2Certain Members of the Church may also be classified as Confirmed Members. Confirmed Members are Members who have been:

  1. confirmed in the Church, or
  2. received by adult baptism, or
  3. received by transfer as confirmed members from another ELCIC or full communion congregation, or
  4. received by affirmation of faith as baptized adults.

3.3Voting Members are those Members who are in good standing and have attained the age of 18 years.

3.4The Secretary shall record the names of all Members on a roll of Members and shall clearly identify therein those Members who are Voting Members.

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3.5Church Membership shall carry the following privileges and rights:

  1. the right to attend, speak and participate at all Meetings of Members; and
  2. the right for those Members classified as Voting Members, to a single vote either in person or by proxy at all Meetings of Members.

3.6The privileges and rights of Church Membership are not transferable.

Members in Good Standing

3.7A Member in good standing is one who partakes of the Sacrament of Holy Communion, supports the church with offerings and participates in the life and worship of the congregation, and is faithful in carrying out the responsibilities of membership.

3.8Responsible church membership assumes that:

  1. United in one Lord, one faith and one Baptism, the Members are to be constant in worship and in the study of the Holy Scriptures, regularly nourishing their life in Christ in the Sacrament of the Altar, presenting their children for Holy Baptism and providing for their Christian instruction.
  2. The Members are called by the Spirit to lead godly lives, to promote the unity and welfare of the Congregation in the bond of peace, to proclaim the Gospel and to renounce the evil one. The commitment of each Member to this call is to be expressed through the ELCIC, its synods and this Church by a life of repentance, faith, prayer and the sharing of resources.

3.9If, for a period of twelve months, a Member fails to be a Member in good standing, the Congregational Council, in its sole discretion, may consider that Member to be no longer a Member in good standing, with the result that such Member shall not have the right to vote at Meetings of Members, provided that the Congregational Council has first sent written notice by registered mail to such Person of its intention to declare the Member as no longer in good standing sixty (60) days thereafter.

3.10A Member who is no longer in good standing may request that his or her status be reinstated as a Member in good standing, in which event the Congregational Council in their sole discretion shall determine whether such request shall be granted.

Termination of Membership

3.11Membership in this congregation shall be terminated by any of the following:

  1. Death;
  2. Resignation;
  3. Transfer or release;
  4. Exclusion;
  5. Removal from the Roll of Members because of inactivity.

3.12Provided that a Member is not under Discipline as defined herein, a Member may withdraw at any time. If a Member is under the Discipline of the Church, then notwithstanding his or her request for withdrawal, such Person shall continue as a Member and be subject to the authority of the Church as set out in the Church Constitution until such time that the discipline process is complete, after which time such Member shall be free to withdraw as a Member.

3.13It is understood that any withdrawal from membership includes the resignation from any position, if applicable, as a Councillor or an Officer.

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3.14In the event that a Member=s name has not been in good standing for a period of two (2) years, the Congregational Council may remove the Member=s name from the roll of Members, whereupon Membership shall be terminated, but it shall be retained as one who is in special need of the Congregation=s prayer and concern.

Resolution of Disputes among Members

4.1The primary aim of Discipline shall be the reconciliation of the Member to be in communion with God and the Lutheran Church. The Church has not only the right but the duty to practise such Discipline in a Christian manner. Discipline in the Congregation shall be exercised in accordance with Matthew l8:l5-l8 and in accordance with any Policy Statements adopted by the Church in connection therewith.

4.2A Member who advocates doctrines which are contrary to the Holy Scriptures and the Confessions of the Church or who is guilty of conduct that is grossly unbecoming a member of the body of Christ shall be subject to discipline.

4.3Discipline shall be administered by the Congregational Council. A Member who is requested to appear before the Congregational Council for disciplinary purposes shall be advised in writing no less than ten days prior to the hearing. The written notice shall include the time and place of the hearing and shall specify the exact reason for the hearing. If a Member fails to appear at the time and place without valid excuse, the Council may proceed with the hearing and may reach its conclusion in the Member=s absence. Should the Member be found guilty of a disciplinary offence by at least two-thirds of the votes cast on the matter at the hearing, the Council shall be entitled to impose one of the following:

  1. Censure before the Congregational Council or the Congregation,
  2. Suspension from Membership until evidence is given of sufficient repentance and amendment,
  3. Exclusion from Membership and denial of the Sacraments.

In the event of the imposition of (b) or (c) above, the decision of the Council shall be confirmed in writing to the Member.

4.4In the event that a Member is dissatisfied with any disciplinary proceedings or the results thereof, there shall be a right of appeal to the Congregation. Right of further appeal from a decision of the Congregation shall be as provided in the constitutional documents of the Synod.

4.5The process for any hearing shall be in accordance with Policy Statements of the Synod or the Lutheran Church.

4.6Notwithstanding anything else contained herein, Membership is given upon the strict condition that disciplinary proceedings and the results thereof and any other proceedings or matters carried out in accordance with the Church Constitution shall not give a Member cause for any legal action against the Church, the Pastor, any employee of the Church, any Officer or Councillor, or any other Member of the Church, and the acceptance of Membership in the Church shall constitute conclusive and absolute evidence of a waiver by the Member of all rights of action, causes of action, and all claims and demands against the Church, the Pastor, any employee of the Church, any Officer or Councillor or any other Member of the Church in relation to disciplinary proceedings and the results thereof and any other proceedings or matters carried out in accordance with the Church Constitution or involving the Church in any manner whatsoever and this provision may be pleaded as a complete estoppel (i.e. the prevention of an action) in the event that such action is commenced in violation hereof.

Congregational Authority

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5.1This Church shall operate in accordance with its own constitutional documents, making decisions in regard to its programming, calling its Pastor(s) in accordance with Article 7, and retaining authority in all other related matters which are not otherwise subject to the decision-making powers of the Evangelical Lutheran Church in Canada or the Synod.

5.2The authority of the Church shall be vested in the Meeting of Members, called and conducted in the manner provided by this or any other applicable bylaw, and in the Congregational Council as provided by this or any other applicable bylaw or as assigned by the Meeting of Members.