LOCAL CHURCH MINISTRIES
BYLAWS
ARTICLES OF INCORPORATION
As revised April 8, 2011
LOCAL CHURCH MINISTRIES
ARTICLES & BYLAWS OF THE CORPORATION
Revised – April 8, 2011
LOCAL CHURCH MINISTRIES
(a Covenanted Ministry of the United Church of Christ)
Recital
Local Church Ministries (a Covenanted Ministry of the United Church of Christ) is an Ohio nonprofit corporation.
The Corporation continues the work of, and acts as agent for, the following predecessor bodies: the office for Church Life and Leadership, the Coordinating Center for Women in Church and Society, the Stewardship Council, and the United Church Board for Homeland Ministries and its predecessor bodies: The Board of National Missions, Board of Christian Education and Publication, Board of Business Management, Board of Home Missions of the Reformed Church in the U.S., the American Missionary Association, Congregational Church Building Society, Congregational Education Society, Congregational Home Missionary Society, Congregational Publishing Society, The Congregational Sunday School Extension Society, the Congregational Women's Home Missionary Federation.
The work of these predecessor bodies is described in Article Third of the Articles of Incorporation of the Corporation, which article is attached to these Bylaws (Appendix A). These Bylaws and any amendments thereto shall constitute the "regulations" of the Corporation for purposes of the Ohio Nonprofit Corporation Law, Chapter 1702 of the Ohio Revised Code.
The Corporation is the successor, by change of name, to the United Church Board for Homeland Ministries. The United Church Board for Homeland Ministries is itself the surviving corporation from the merger of an Ohio corporation, a New York corporation and survivor. The Corporation is the successor in interest for the entities and institutions set forth in Article Fourth of the amended Articles of Incorporation of the Corporation.
In connection with the reorganization of the national setting of the United Church of Christ, culminating in the actions of the General Synod in June of 1999, the Corporation merged, as of July 1, 2000, with the CoordinatingCenter for Women in Church and Society, the Office of Church Life and Leadership, and the Stewardship Council. It is the surviving corporation from such merger and in connection therewith has restated its Articles of Incorporation and adopted the name of Local Church Ministries (a Covenanted Ministry of the United Church of Christ) as of the date of the filing of the amended articles.
The members of the Corporation and the Board of Directors of the Corporation have unanimously approved the terms and conditions hereinafter contained as the Bylaws of the Corporation from and after the date of such merger and survival, which date is July 1, 2000.
ARTICLE I: NAME
A.The name of the Corporation is Local Church Ministries (a Covenanted Ministry of the United Church of Christ).
ARTICLE II: MEMBERSHIP
A.The members of the Corporation shall be the members of its Board of Directors, whose meetings shall be the meetings of the Corporation.
B.The Board of Directors vests the General Synod of the United Church of Christ with the power to elect not fewer than 55 nor more than 58 voting members of the Board of Directors of Local Church Ministries.
C.The voting members of the Board of Directors shall have the power to elect additional members of the Board of Directors, but only if the voting members authorize the exercise of such power by an affirmative vote of not less than two-thirds of all voting members.
D.Per paragraph 252 of the Bylaws of the United Church of Christ, the members of the Board of Directors of Local Church Ministries elected by the General Synod shall consist of:
1.39 local church members representing Conferences, one from each Conference;
2.1 member from the Council for Racial and Ethnic Ministries;
3.1 member from each of the historically under-represented groups:
a.Council for American Indian Ministry
b.Council for Hispanic Ministries
c.Ministries for Racial, Social and Economic Justice
d.Pacific Islander and Asian American Ministries
e.United Black Christians
f.The Coalition for Lesbian, Gay, Bisexual, and Transgender Concerns
g.UCC Disabilities Ministries (formerly known as The National Committee on Persons with Disabilities)
h.Council for Youth and Young Adult Ministries
4.2 members at-large to serve a two year term eligible for re-election for one term; one of whom shall be a high school youth;
5.2 members from the Council of Conference Ministers selected by that Council, to serve two year terms, eligible for re-election for one term. Each Region shall be represented within the group of six Conference Ministers named to the Board of Directors of the Covenanted Ministries;
6.Its Executive Minister;
7.The General Minister and President of the United Church of Christ;
8.1 representative from the Christian Church (Disciples of Christ), chosen by that church, to serve a two year term, eligible for re-election for one term;
9.1 representative from The Pension Boards-United Church of Christ (voice, without vote), chosen by the Board of Trustees of the Pension Boards, to serve a two year term, eligible for re-election for one term;
10. 1 representative from the Seminaries of the United Church of Christ, chosen by the Presidents of those seminaries, to serve a two year term, eligible for re-election for one term; and
11.1 representative from the Council for Higher Education, chosen by that council, to serve a two year term, eligible for re-election for one term.
E. The terms of office of the members of the Board of Directors, unless otherwise designated, shall be for six years. Terms shall commence at the close of the General Synod at which directors are elected and qualified and shall terminate at the close of the General Synod in which their successors are elected and qualified. Members shall be divided into three classes of approximately equal numbers to be elected at each General Synod. No elected member who has served a full term shall be elected again until at least two years have elapsed. Terms for Council for Youth and Young Adult Ministries members, and high school youth members as noted (D.4 above), shall be two years, with eligibility for re-election for one term. A person elected from a Conference resigns when moving to another Conference.
F. Additional members of the Board of Directors elected under the
provisions of Article II. C. above shall be elected by the Board of Directors from sources acceptable to it. They shall be nominated to the Board of Directors by the Governance Committee of the Board of Directors and assigned in equal numbers to each of the three classes of directors, their terms to commence and terminate at the same time as the other members of that class.
G. If any director fails to attend two consecutive meetings without communication to the office of the Secretary of the Corporation, the Board of Directors shall declare the office of such director vacant.
H. Vacancies in the membership of the Board of Directors elected by the General Synod, where terms have not been completed, may be filled through election by the Board of Directors, subject to approval by the Executive Council of the General Synod of the United Church of Christ.
ARTICLE III: OFFICERS
A. The Officers of the Corporation shall be:
1.The President of the Corporation who shall be the Chairperson of the Board of Directors;
2.The Vice President of the Corporation who shall be the Vice Chairperson of the Board of Directors;
3.The Executive Minister;
4.The Secretary of the Corporation;
5.The Treasurer of the Corporation; and
6.Such other Officers as the Board of Directors may from time to time elect for the transaction of the business of the Corporation.
B. Except as otherwise provided in these Bylaws, the duties of the officers shall be such as usually pertain to such offices. Except as otherwise provided in these Bylaws, any officer may be removed with or without cause by the Board of Directors.
C. The election, terms, and duties of Officers shall be as follows:
1. The Chairperson and Vice Chairperson of the Board of Directors (President and Vice President of the Corporation)
a.The Chairperson and Vice Chairperson of the Board of Directors shall be elected from among the directors of the Corporation elected by the General Synod. They shall be nominated by the Governance Committee of the Board of Directors and elected by the Board of Directors for a term of two years each, commencing at the conclusion of one General Synod, and ending at the close of the next General Synod or whenever a successor is duly elected and qualified.
b.The Chairperson and Vice Chairperson shall have responsibility for the well being and life of the Board of Directors together with the Executive Committee and the Executive Minister. The Chairperson shall preside at all meetings of the Board of Directors and the Executive Committee. In the absence of the Chairperson, the Vice Chairperson shall preside. In consultation with the Executive Minister, the Chairperson and Vice Chairperson shall assist the Executive Committee in planning the meeting and agenda of the Board of Directors.
c.The Chairperson and the Vice Chairperson shall consult regularly with the Executive Minister on behalf of Directors. When called upon by the Board of Directors and/or Executive Minister, the Chairperson and Vice Chairperson shall represent Local Church Ministries in cooperation with the Executive Minister.
d.In the event that the Chairperson or Vice Chairperson resigns, or is deemed by the Board of Directors to be unable to continue to serve due to illness or other reason, the Board of Directors shall declare the position vacant. The Executive Committee may select a Chairperson or Vice Chairperson pro tem. The Governance Committee of the Board of Directors shall nominate a candidate for the vacant position, and the Board of Directors shall elect a member of the Board of Directors to fill the vacant position.
2.The Executive Minister
a.The Board of Directors vests the General Synod of the United Church of Christ with the authority to call by election the Executive Minister of the Corporation to be an Officer of the United Church of Christ.
b.The Board of Directors shall elect the Executive Minister to be an officer of the Corporation by a two-thirds vote of the Board of Directors for a term of four years. An Executive Minister may serve up to three consecutive terms.
c.The term of office of the Executive Minister in both capacities shall begin ninety days following his/her election by General Synod as an Officer of the United Church of Christ, unless otherwise provided by the Board of Directors.
The Executive Minister shall hold office until his/her successor has been elected and qualified and has assumed the duties of the office, unless the Executive Minister has resigned, died, become incapacitated or been removed by the Board of Directors.
d.For the initial term of office of an individual Executive Minister, the nomination of a candidate for election shall be made by a search committee appointed by and from the Board of Directors. The search committee shall include, but not be limited to, the General Minister and President of the United Church of Christ and one Conference Minister named by the Council of Conference Ministers, and one representative of the Council for Racial and Ethnic Ministries to be selected from the COREM members on the Board of Directors of Local Church Ministries, each with voice and vote. At least one member of the search committee shall be a youth or young adult. The Executive Minister shall not participate in the work of the Search Committee choosing a successor. The affirmative action commitments of Local Church Ministries and the United Church of Christ shall be fully respected in the search process. The search committee shall be responsible to present a candidate who, if elected, will contribute to the diversity of the Collegium of Officers of the United Church of Christ.
The candidate presented by the search committee may be elected as Executive Minister by a two-thirds vote of the Board of Directors before his or her name is placed in nomination before the General Synod by the Board of Directors for call by election as an Officer of the United Church of Christ. Only one nominee may be presented to the General Synod. No nominations may be made from the floor. An affirmative vote of at least sixty percent by the General Synod is necessary for call by election as an officer of the United Church of Christ.
e.The Executive Minister may be a lay person, an ordained minister, or a person with ordained ministerial partner standing.
f.For subsequent terms of office of an individual Executive Minister, nomination to the Board of Directors shall be made by the Personnel Committee of the Board of Directors. The
Board of Directors may, by a two-thirds vote, reelect the Executive Minister and place her or his name in nomination before the General Synod for call by election as an Officer of the United Church of Christ.
g.The Executive Minister is accountable to, and serves at the will of, the Board of Directors. He/She may be terminated as Executive Minister by the Board of Directors in accordance with procedures established by the Board of Directors after consultation with the Executive Council acting as General Synod ad interim. If, in the opinion of the Board of Directors, the interests of the Corporation require that the Executive Minister be relieved of his/her duties pending such consultation, the Board of Directors may direct the same.
h. The Executive Minister is the principal minister and executive officer of the Corporation, responsible for the execution of policy set by the Board of Directors and for providing guidance and leadership to the life of the Corporation, its Board of Directors and staff, as set forth in these Bylaws and in any position description which the Board of Directors may adopt.
i.As an Officer of the United Church of Christ, the Executive Minister is a member ex-officio (with voice and vote) of the Collegium of Officers, the Mission Planning Council, the General Synod and the Executive Council of the United Church of Christ, and shall provide leadership for the covenantal ties of Local Church Ministries with all other expressions of the United Church of Christ and with ecumenical and other partners of the United Church of Christ.
j.The Executive Minister serves as an ex-officio member, with voice and vote, in all meetings and committees of the Board of Directors and the Corporation except in the Personnel Committee and theAudit Committee of the Board of Directors where she/he shall have voice only.
k.The Executive Minister shall:
1) Act as a guiding, coordinating and executive head of the Corporation;
2)Represent Local Church Ministries at meetings of the General Synod and Executive Council of the United Church of Christ;
3)Be particularly charged with relations between Local Church Ministries and the Conferences of the United Church of Christ;
4)Cultivate interdenominational relations and present to the Board of Directors matters of concern to the religious bodies of the nation;
5) Bring to the attention of the Board of Directors matters of general policy in order to correlate the interests and activities of the Corporation, and be responsible for initiative in matters of general policy, budgets and promotion and for the execution of the decisions of the Board of Directors;
6) Shall define the fields of initiative and responsibilities of the Ministry Team Leaders, other executive staff, the ministers and other staff of Local Church Ministries; and
7)Assist the committees of the Board of Directors.
3.Secretary of the Corporation
a.The Secretary of the Corporation shall be elected by the Board of Directors.
b.The Secretary of the Corporation may be a member of the executive staff of Local Church Ministries. Or, a member of the Board of Directors may serve as the Secretary of the Corporation, with appropriate assignment to staff of the responsibilities listed below (c.).
c.Unless otherwise assigned, the Secretary of the Corporation shall:
1)Keep the official record of the proceedings of the Corporation and of the meetings of the Board of Directors and its Executive Committee;
2)Have custody of the Corporation's deeds, leases, policies of insurance, certain agreements and related legal documents and papers pertaining to the business of the Corporation;
3)Execute and deliver in the name of and on behalf of the Corporation certain agreements, contracts and leases;
4)Be the Personnel Officer and General Business Officer of the Corporation;
5) Meet with the Board of Directors and its Executive Committee and may meet with the Personnel Committee, with voice but without vote; and
6)Perform other such duties as assigned to her/him by
the Executive Minister or the Board of Directors.
4.Treasurer of the Corporation
a.The Treasurer of the Corporation shall be elected by the Board of Directors.
b.The Treasurer of the Corporation may be a member of the executive staff of Local Church Ministries. Or, a member of the Board of Directors may serve as Treasurer of the Corporation, with appropriate assignment to staff of the responsibilities listed below (c.).