Constitution and Bylaws

Constitution for the Congregation
of Good Shepherd Evangelical Lutheran Church

Reflecting Jesus’ love to transform lives

 

PREAMBLE
We, baptized members of the Church of Christ, responding in faith to the call of the Holy Spirit through the Gospel, desiring to unite together to preach the Word, administer the sacraments, and carry out God’s mission, do hereby adopt this constitution and solemnly pledge ourselves to be governed by its provisions. In the name of the Father and of the Son and of the Holy Spirit

Articles of the Constitution

Article 1

Name and Incorporation

C1.01 The name of this Congregation shall be Good Shepherd Evangelical Lutheran Church of Madison, Wisconsin (hereinafter referred to as the “Congregation”).

C1.02 This Congregation is and shall be incorporated under the laws of the State of Wisconsin.

 

Article 2

Confession of Faith

C2.01 This Congregation confesses the Triune God, Father, Son, and Holy Spirit.

C2.02 This Congregation confesses Jesus Christ as Lord and Savior and the Gospel as the power of God for the salvation of all who believe.

  1. Jesus Christ is the Word of God incarnate, through whom everything was made and through whose life, death, and resurrection God fashions a new creation.
  2. The proclamation of God’s message to us as both Law and Gospel is the Word of God, revealing judgment and mercy through word and deed, beginning with the Word in creation, continuing in the history of Israel, and centering in all its fullness in the person and Work of Jesus Christ.
  3. The canonical Scriptures of the Old and New Testaments are the written word of God. Inspired by God’s Spirit speaking through their authors, they record and announce God’s revelation centering in Jesus Christ. Through them God’s Spirit speaks to us to create and sustain Christian faith and fellowship for service in the

C2.03 This Congregation accepts the canonical Scriptures of the Old and New Testaments as the inspired Word of God and the authoritative source and norm of its proclamation, faith, and life.

C2.04 This Congregation accepts the Apostles’, Nicene, and Athanasian Creeds as true declarations of the faith of this Congregation.

C2.05 This Congregation accepts the Unaltered Augsburg Confession as a true witness to the Gospel, acknowledging as one with it in faith and doctrine all churches that likewise accept the teachings of the Unaltered Augsburg Confession.

C2.06 This Congregation accepts the other confessional writings in the Book of Concord, namely the Apology of the Augsburg Confession, the Smalcald Articles and the Treatise, the Small Catechism, the Large Catechism, and the Formula of Concord, as further valid interpretations of the faith of the Church.

C2.07 This Congregation confesses the Gospel, recorded in the Holy Scriptures and confessed in the ecumenical creeds and Lutheran confessional writings, as the power of God to create and sustain the Church for God’s mission in the world.

 

Article 3

Nature of the Church

C3.01 All power in the Church belongs to our Lord Jesus Christ, its head. All actions of this Congregation shall be carried out under his rule and authority.

C3.02 The Church exists both as an inclusive fellowship and as local congregations gathered for worship and Christian service. Congregations find their fulfillment in the universal community of the Church, and the universal Church exists in and through congregations. The Evangelical Lutheran Church in America, (hereinafter “ELCA”), therefore, derives its character and powers both from the sanction and representation of its congregations and from its inherent nature as an expression of the broader fellowship of the faithful. In length, it acknowledges itself to be in the historic continuity of the communion of saints; in breadth, it expresses the fellowship of believers and congregations in our day.

 

Article 4

Statement of Purpose

C4.01 The Church is a people created by God in Christ, empowered by the Holy Spirit, called and sent to bear witness to God’s creative, redeeming, and sanctifying activity in the world.

C4.02 To participate in God’s mission, this Congregation as a part of the Church shall:

  1. Worship God in proclamation of the Word and administration of the sacraments and through lives of prayer, praise, thanksgiving, witness, and service.
  2. Proclaim God’s saving Gospel of justification by grace for Christ’s sake through faith alone, according to the apostolic witness in the Holy Scripture, preserving and transmitting the Gospel faithfully to future generations.
  3. Carry out Christ’s Great Commission by reaching out to all people to bring them to faith in Christ and by doing all ministry with a global awareness consistent with the understanding of God as Creator, Redeemer, and Sanctifier of all.
  4. Serve in response to God’s love to meet human needs, caring for the sick and the aged, advocating dignity and justice for all people, working for peace and reconciliation among the nations, and standing with the poor and powerless, and committing itself to their needs.
  5. Nurture its members in the Word of God so as to grow in faith and hope and love, to see daily life as the primary setting for the exercise of their Christian calling, and to use the gifts of the Spirit for their life together and for their calling in the world.
  6. Manifest the unity given to the people of God by living together in the love of Christ and by joining with other Christians in prayer and action to express and preserve the unity which the spirit gives.

C4.03 To fulfill these purposes, this Congregation shall:

  1. Provide services of worship at which the Word of God is preached and the sacraments are administered.
  2. Provide pastoral care and assist all members to participate in this ministry.
  3. Challenge, equip, and support all members in carrying out their calling in their daily lives and in their Congregation.
  4. Teach the Word of God.
  5. Witness to the reconciling Word of God in Christ, reaching out to all people.
  6. Respond to human need, work for justice and peace, care for the sick and the suffering, and participate responsibly in society.
  7. Motivate its members to provide financial support for the Congregation’s ministry and the ministry of other parts of the ELCA.
  8. Foster and participate in interdependent relationships with other congregations, the synod, and the ELCA.
  9. Foster and participate in ecumenical relationships consistent with churchwide policy.

C4.04 An organizational structure to fulfill these purposes shall be developed by the Board of Directors, adopted, and incorporated in the bylaws in accordance with Article XVI of this constitution. The Board of Directors shall determine the responsibilities of each Committee, Ministry Team, Task force, and other organizational group, and it shall review and oversee all of their actions.

C4.05 The Congregation, through the Board of Directors, shall adopt a mission statement to provide specific direction for its programs. The mission statement shall be incorporated in the bylaws, and it shall be examined and evaluated periodically to ensure that this Congregation is responsive to God’s continuing call and the ever-changing needs and conditions of the surrounding community.

 

Article 5

Powers of the Congregation

C5.01 The Congregation shall have all of the powers needed to fulfill its mission statement and purpose.

C5.02 The powers of the Congregation shall be exercised through Congregation Meetings called and conducted in accordance with this Constitution and the Bylaws.

C5.03 Only such authority as is delegated to the Congregational Board of Directors or other organizational units in this congregation’s governing documents is recognized. All remaining authority is retained by the congregation. The congregation is authorized to:

  1. call a pastor; as provided in Article IX
  2. terminate the call of a pastor; as provided in Article IX
  3. call or terminate the call of associates in ministry in conformity with the applicable policy of the Evangelical Lutheran Church in America;
  4. adopt amendments to the constitution, as provided in Chapter 17, and amendments to the bylaws, as specified in Chapter 16;
  5. approve the annual budget;
  6. acquire real and personal property by gift, devise, purchase, or other lawful means;
  7. hold title to and use its property for any and all activities consistent with its purpose;
  8. sell, mortgage, lease, transfer, or otherwise dispose of its property by any lawful means;
  9. elect its Board of Directors, and require them to carry out their duties in accordance with the Constitution and Bylaws;
  10. terminate its relationship with the Evangelical Lutheran Church in America as provided in Article VI.

C5.04 This congregation shall select from among its voting members laypersons to serve as voting members of the Synod Assembly as well as persons to represent it at meetings of any conference, cluster, coalition, or other area subdivision of which it is a member. The number of persons to be elected by the congregation and other qualifications shall be as prescribed in guidelines established by the South-Central Synod of Wisconsin of the Evangelical Lutheran Church in America.

 

Article 6

Church Affiliation

C6.01 This Congregation shall be an interdependent part of the ELCA or its successor, and of the South Central Synod of Wisconsin or its successor. This Congregation is subject to the discipline of the ELCA.

C6.02 This Congregation accepts the Confession of Faith and agrees to the Purposes of the ELCA and shall act in accordance with them.

C6.03 This Congregation acknowledges its relationship with the ELCA in which:

  1. This Congregation agrees to be responsible for its life as a Christian community.
  2. This Congregation pledges its financial support and participation in the life and mission of the
  3. This Congregation agrees to call pastoral leadership from the clergy roster of the ELCA in accordance with its call procedures except in special circumstances and with the approval of the bishop of the synod.
  4. This Congregation agrees to consider associates in ministry for appointment to other staff positions in the Congregation according to the procedures of the ELCA.
  5. This Congregation agrees to file this Constitution and any subsequent changes to this Constitution with the synod for review to ascertain that all of its provisions are in agreement with the Constitution and bylaws of the ELCA or with the constitution of the

C6.04 Affiliation with the ELCA may be terminated if:

  1. This Congregation takes action to
  2. This Congregation ceases to
  3. This Congregation is removed from membership in the ELCA in accordance with the disciplinary procedures of the
  4. This Congregation follows the procedures outlined in Section 05.

C6.05 This Congregation may terminate its relationship with the ELCA in accordance with the following procedure:

  1. A resolution indicating the desire of this Congregation to terminate its relationship must be adopted at a legally called and conducted special meeting of this Congregation by a two-thirds majority of the voting members
  2. The secretary of this Congregation shall submit a copy of the resolution to the synodical bishop and shall mail a copy of the resolution to voting members of the Congregation. This notice shall be submitted within 10 days after the resolution has been
  3. The bishop of the synod shall consult with this Congregation during a period of at least 90
  4. If this Congregation, after consultation, still desires to terminate its relationship, such action may be taken at a legally called and conducted special meeting by a two-thirds majority of the voting members present, at which meeting the bishop of the synod or an authorized representative shall be present. Notice of the meeting shall be mailed to all voting members at least l 0 days in advance of the meeting.
  5. A certified copy of the resolution to terminate its relationship shall be sent to the synodical bishop, at which time the relationship between this Congregation and the ELCA shall be
  6. Notice of termination shall be forwarded, by the synodical bishop to the secretary of this church and published in the periodical of this church.
  7. Since this congregation was a member of the Lutheran Church in America, it shall be required, in addition to the foregoing provisions in *C6.05, to receive synodical approval before terminating its membership in Evangelical Lutheran Church in America.

C6.06 If this congregation considers relocation, it shall confer with the bishop of the synod in which it is territorially located before any steps are taken leading to such action. The approval of the Synod Council shall be received before any such action is effected.

 

Article 7

Property Ownership

C7.01 If this Congregation ceases to exist, title to undisposed property shall pass to the South Central Synod of Wisconsin the of ELCA.

C7.02 If this Congregation is removed from membership in the ELCA in accordance with its disciplinary procedures, title to property shall continue to reside in this Congregation.

C7.03 If a two-thirds majority of the voting members of this Congregation present at a regularly called and conducted Congregation Meeting vote to transfer to another Lutheran church body, title to property shall continue to reside in this Congregation. Before this Congregation takes action to transfer to another Lutheran church body, it shall follow the procedures established in Article VI.

C7.04 If a two-thirds majority of the voting members of this Congregation present at a regularly called and conducted Congregation Meeting vote to become independent or related to a non-Lutheran church body, title to property of this Congregation shall continue to reside in this Congregation only with the consent of the Synod Council. The Synod Council, after consultation with the Congregation by the established synodical process, may give approval to the request to become independent or related to a non-Lutheran church body, in which case title shall remain with the majority of the Congregation. If the Synod Council fails to give such approval, title shall remain with those members who desire to continue as a Congregation of the ELCA.

C7.05 This Congregation, by and through the Board of Directors, may acquire, purchase,sell, transfer, convey, encumber and otherwise dispose of real estate.

C7.06 Before it purchases, sells, transfers, conveys, encumbers, or otherwise disposes of any real estate, the Board of Directors shall obtain the approval of the congregation, by a two-thirds majority of the Voting Members present, at a legally called and conducted Congregation Meeting.

 

Article 8

Membership

C8.01 Members of this Congregation shall include all baptized persons who are on the roll of the Congregation when this constitution is adopted and those who are admitted thereafter, provided that they declare and maintain their membership in accordance with the provisions of this constitution and its bylaws.

C8.02 Members shall be classified as follows:

  1. Baptized members: All persons who have been received by the Sacrament of Holy Baptism in this congregation, or, having been previously baptized in the name of the Triune God, have been received by certificate of transfer from other Lutheran congregations or by affirmation of faith.
  2. Confirmed members: All baptized persons who have been confirmed in this congregation, and all those who have been received by adult baptism, by transfer as confirmed members from other Lutheran congregations, or by affirmation of faith.
  3. Voting members: All confirmed members of this congregation who have communed and made a contribution of record during the current or preceding year.

C8.03 All applications for confirmed membership shall be submitted to and subject to the approval of the Board of Directors.

C8.04 It shall be the privilege and duty of members of this Congregation to:

  1. make regular use of the means of grace, both word and sacraments;
  2. live a Christian life in accordance with the Word of God and the teachings of the Lutheran Church; and
  3. support the work of this congregation and the ELCA through contributions of their time, abilities, and financial support as biblical stewards.

C8.05 Membership m this Congregation shall be terminated by any of the following:

  1. death:
  2. resignation;
  3. transfer or release;
  4. disciplinary action by the Board of Directors; or
  5. removal from the roll of members by the Board of Directors because of inactivity.
    • Members who, for a period of two consecutive calendar years, fail to participate in the worship and life of the Congregation, fail to receive Holy Communion, and fail to make any contribution of record, may be removed from the roll of members by the Board of
    • The Pastor(s) shall endeavor to counsel such members before they are removed from the roll of members.
    • The Congregation shall have a continuing pastoral concern for persons who have been removed from the roll of members.

C8.06 The responsibilities of the Congregation for fostering faithful membership shall include:

  1. properly instructing Baptized Members about the Word of God and the teachings of the Lutheran Church prior to their reception as confirmed members;
  2. transferring membership to another Lutheran congregation or issuing a certificate of standing and/or release to another evangelical congregation at the request of a confirmed member; (such action shall be taken on behalf of baptized but unconfirmed children at the request of their parents);
  3. encouraging members who move away from this locality to transfer to a Lutheran congregation which can serve them effectively and where they can participate regularly; and
  4. continuing concern and conscientious pastoral care for members, in an effort to encourage fulfillment of their duties and responsibilities, when they do not partake of Holy Communion, support the Congregation with their offerings, or appear to desire to participate in the life and worship of the Congregation.

 

Article 9

The Pastor(s)

C9.01 The authority to call Pastors shall be vested in the Congregation, which shall exercise that authority upon the vote of at least two-thirds of the Voting Members present at a legally called and conducted Congregation Meeting. Before a call is issued, the officers of the Congregation, or a Call Committee selected by the Board of Directors to recommend the call, shall seek the advice and help of the bishop of the synod.

C9.02 Only a member of the clergy roster of the Church or an ordained minister who has been recommended for membership on that clergy roster by the synodical bishop may be called as a Pastor of this Congregation, except in special circumstances and with the approval of the bishop of the Synod.

C9.03 Consistent with the faith and practice of the ELCA:

  1. Every ordained minister shall:
    1. preach the Word;
    2. administer the sacraments;
    3. conduct public worship;
    4. provide pastoral care; and
    5. speak publicly to the world in solidarity with the poor and oppressed, calling for justice and proclaiming God’s love for the
  2. Each ordained minister with a congregational call shall, within the Congregation:
    1. offer instruction, confirm, marry, visit the sick and distressed, and bury the dead;
  3. The Lead Pastor shall oversee:
    1. the supervision of all schools and organizations of the Congregation; and
    2. the installations of regularly elected members of the Board of Directors; and
  4. Every pastor shall:
    1. seek out and encourage qualified persons to prepare for the ministry of the Gospel, and strive to extend the Kingdom of God in the community, in the nation, and abroad;
    2. impart knowledge  of  this  church  and  its  wider ministry  through distribution of its periodicals and other publications; and
    3. endeavor to increase the support given by the Congregation to the work of the ELCA and of this

C9.04 The specific duties of the pastor, compensation, and other matters pertaining to the service of the pastor shall be included in a letter of call, which shall be attested by the bishop of the synod.

C9.05

  1. The call of this Congregation, when accepted by a pastor, shall constitute a continuing mutual relationship and commitment which, except in the case of the death of the pastor, shall be terminated only following consultation with the synodical bishop and for the following reasons:
    1. mutual agreement to terminate the call or the completion of a call for a specific term;
    2. resignation of the pastor, which shall become effective, unless otherwise agreed, 30 days after the date on which it was accepted;
    3. inability to conduct the pastoral office effectively in the Congregation in view of local conditions, without reflection on the competence or the moral and spiritual character of the pastor;
    4. the physical or mental incapacity of the pastor;
    5. disqualification of the pastor through discipline on grounds of doctrine, morality, or continued neglect of duty;
    6. dissolution of the Congregation; or
    7. suspension of the congregation as a  result of discipline proceedings.
  2. When allegations of physical or mental incapacity of the pastor or ineffective conduct of the pastoral office have come to the attention of the bishop of the synod, the bishop in his or her sole discretion may, or when such allegations have been brought to the synod’s attention by an official recital of allegations by the Board of Directors or by a petition signed by at least one-third of the voting members of the Congregation, the bishop shall, investigate such conditions personally in company with a committee of two ordained ministers and one layperson (hereinafter the “Synod Committee”).
  3. In case of alleged physical or mental incapacity, competent medical testimony shall be obtained. When such disability is evident, the bishop of the synod with the advice of the Synod Committee shall declare the pastorate { ipon the restoration of a disabled pastor to health, the bishop of the synod shall take steps to enable the pastor to resume the ministry, either m the Congregation last served or m another field of labor.
  4. In the case of alleged local difficulties that imperil the effective functioning of the Congregation, all concerned persons shall be heard, after which the bishop of the synod together with the Synod Committee shall decide on the course of action to be recommended to the pastor· and the Congregation. If they agree to carry out such recommendations, no further action shall be taken by the synod. If either party fails to assent, the Congregation may dismiss the pastor by a two-thirds majority vote of the voting members present at a regularly called meeting after consultation with the bishop.
  5. If, in the course of proceedings described in Section 9.05(d) above, the Synod Committee concludes that there may be grounds for disciplinary action, the Synod Committee shall make recommendations concerning disciplinary action to the synodical bishop who may bring charges, in accordance with the provisions of the constitution and bylaws of the Church and the constitution of this synod.
  6. If, following the appointment of the Synod Committee, it becomes apparent that the pastoral office cannot be conducted effectively in the Congregation being served by the ordained minister dueto local conditions, the bishop of the synod may temporarily suspend the pastor from service in the Congregation without prejudice and with pay provided through a joint churchwide/synod fund and with housing provided by the Congregation.

 

C9.06 At a time of pastoral vacancy, an interim pastor may be appointed by the bishop of the synod with the consent of this Congregation or the Board of Directors.

C9.07 During his or her period of service, an interim pastor shall have the rights and duties of a regularly called pastor and may delegate the same in part to a supply pastor with the consent of the bishop of the synod and this Congregation or the Board of Directors. The interim pastor and any ordained pastor providing assistance shall refrain from exerting influence in the selection of a new pastor.

C9.08 This Congregation shall make satisfactory settlement of all financial obligations to a former pastor before calling a successor. A pastor shall make satisfactory settlement of all financial obligations to this Congregation.

C9.06 When a pastor is called to serve in company with another pastor or pastors, the privileges and responsibilities of each pastor shall be specified in documents to accompany the call and to be drafted in consultation involving the pastors, the Board of Directors, and the bishop of the synod. As occasion requires, the documents may be revised through a similar consultation.

C9.09 With the approval of the bishop of the synod, the Congregation may depart from the procedure set forth in Section 9.05(a) and call a pastor for a specific term of years. Details of such calls shall be in writing. setting forth the purpose and conditions involved. Prior to the completion of a term, the bishop or a designated representative of the bishop, shall meet with the pastor and representatives of the Congregation for a review of the call. Such call also may be terminated before its expiration in accordance with the provisions of Sections 9.05 above.

C9.10 The Lead Pastor shall keep accurate parochial records of all baptisms, confirmations, marriages, burials, communicants, members received, members dismissed, or members excluded from the Congregation, and shall submit a summary of such statistics annually to the synod.

C9.11 The pastor shall be a member of the congregation that has extended the letter of call. In a parish of multiple congregations, the pastor shall hold membership in one of the congregations.

C9.12 Each pastor shall submit a report of his or her ministry to the bishop of the synod at least 90 days prior to each regular meeting of the synod assembly.

 

Article 10

Congregation Meetings

C10.01 The regular Annual Meeting of the Congregation shall be held at a time specified in the bylaws.

C10.02 Special Congregation Meetings may be called by the pastor, the Board of Directors, or the president of this congregation, and shall be called ·at the written request of seventy-five (75) voting members. The call for each Special Congregation Meeting shall specify the purpose for which it is to be held; no other business shall be transacted at such meeting.

C10.03 Notice of all meetings of this Congregation shall be given at the worship services on the preceding two consecutive Sundays and by mail to all voting members at least IO days prior to the date of the meeting. The posting of such notice in the regular mail, with the regular postage affixed or ·paid, sent to the last known address of such members shall be sufficient.

C10.04 Seventy-five (75) voting members shall constitute a quorum.

C10.05 Voting by•proxy or by absentee ballot shall not be permitted at Congregation Meetings.

C10.06 All actions by the Congregation shall be by majority vote except as otherwise provided in this constitution.

C10.07 Robert’s Rules of Order, latest edition, shall govern the parliamentary procedure of all meetings of this Congregation.

 

Article 11

Officers

C11.01 The officers of this Congregation shall include a President, Vice-President, Secretary, and Treasurer.

  1. The duties of the officers shall be specified in the
  2. All of the officers shall be voting members of the
  3. The officers of this Congregation shall serve similar offices of  the Board of

C11.02 At the first Board of Directors Meeting following the Annual Meeting, the Board of Directors shall elect its officers and they shall be the officers of the Congregation.

  1. With the exception of the Treasurer, all of the officers shall be duly elected, voting members of the Board of
    • The Board of Directors shall have the right, but not the obligation, to elect one of its own members to serve as the Treasurer of the Congregation and the Board of
    • The Treasurer, if not a member of the Board of Directors, shall be accorded the privilege of voice without vote at Board of Directors Meetings.
  2. The officers shall be elected by written ballot or, at the option of the Board of Directors, by voice vote, and they shall serve for a one-year term.
  3. Their terms shall begin at the close of the Board of Directors Meeting at which they are

C11.03 No officer shall hold more than one office at a time. No elected officer, other than the Treasurer, shall be eligible to serve more than two consecutive terms in the same office.                                                       ‘

 

Article 12

Board of Directors

C12.01 The Board of Directors provides visionary and strategic leadership for the Congregation. Together with the Congregation, the Board of Directors discerns God’s vision. monitors the budget and interprets the results. and oversees the Lead Pastor’s administration of the vision and mission of the Congregation.

The voting membership of the Board of Directors shall consist of the Lead Pastor and not more than seven (7) members of the congregation. Any voting member of the Congregation may be elected, subject only to the limitations on length of continuous service set forth in Section 12.02. In addition to the requirements listed above, the following five guidelines shall be used in selecting candidates for all elected positions:

  1. Commitment to regular worship attendance
  2. Commitment to a daily devotional and prayer life
  3. Commitment to growth as a Christian
  4. Commitment to growth giving with the tithe as a benchmark
  5. Commitment to sharing the Good News of Jesus Christ with others

A member’s place on the Board of Directors shall be declared vacant if the member:

  1. resigns;
  2. ceases to be a voting member of this Congregation; or
  3. misses three successive regular meetings of the Board of Directors without excused

C12.02 The members of the Board of Directors, other than the Lead Pastor, shall be elected by written ballot to serve for three (3) years or until their successors are elected.

  1. Such members shall be elected at an Annual Meeting of the Congregation in accordance with the procedures set forth m the bylaws.
  2. Members shall be eligible to serve no more than two full terms consecutively. Their terms shall begin at the close of the Annual Meeting at which they are
  3. The term of office for members of the Board of Directors shall be so arranged that approximately one-third of their terms expire each

C12.03 If a member’s place on the Board of Directors is declared vacant, the Board of Directors shall elect, by majority vote, a successor until the next Annual Meeting.

C12.04 The Board of Director’s primary purpose is to provide inspired Christian Leadership for the life, ministry, and mission of this congregation. In that role it is, through prayer, study, and dialogue, to seek God’s guidance and to lead this congregation to carry out Christ·s work and mission in faithfulness to the Word of God and the faith and practice of the Evangelical Lutheran Church in America.

  1. The Board of Directors shall develop a vision of the future and regularly determine the long range plans and goals designed to fulfill that vision;
  2. The Board of Directors shall establish annual, specific goals which it will use to provide direction to the staff and various ministry
  3. The Board of Directors will regularly evaluate the ministry and life of the Congregation in light of its mission and goals and take appropriate actions based upon that
  4. The Board of Directors will establish, regularly review, and revise as necessary the governance policies of the
  5. The Board of Directors may establish such Ministry Teams, Committees, or Task Forces as it deems necessary to accomplish the goals and plans of the Congregation. In addition, the Board of Directors has the following responsibilities:
    1. To seek to involve all members of this Congregation in worship, learning, witness, service, and
    2. To oversee and provide for the administration of this Congregation to enable it to fulfill its functions and perform its mission.
    3. To maintain supportive relationships with the pastor(s) and staff and help them annually to evaluate the fulfillment of their calling, appointment, or
    4. To be examples individually and corporately of the style of life and ministry expected of all baptized persons.
    5. To promote a congregational climate of peace and goodwill and, as differences and conflicts arise, to endeavor to foster mutual understanding.
    6. To arrange for pastoral service during the sickness or absence of the pastor(s).
    7. To emphasize partnership with the synod and churchwide units of the Church as well as cooperation with other congregations, both Lutheran and non-Lutheran, subject to established policies of the synod and the
    8. To recommend and encourage the use of program resources produced or approved by the
    9. To seek out and encourage qualified persons to prepare for the ministry of the

C12.05 The Board of Directors shall be responsible for the financial and property matters of the Congregation.

  1. The Board. of Directors shall be responsible for maintaining and protecting its property and managing all of its business and fiscal affairs. It shall have all of the powers and be subject to the obligations that pertain to such boards under the laws of the State of Wisconsin, except as otherwise provided
  2. The Board of Directors shall not have the authority to buy, sell, transfer, encumber, or otherwise dispose of real property unless specifically authorized to do so by the Congregation in accordance with Section 02.
  3. The Board of Directors shall submit an annual budget for adoption by the Congregation at the Annual Meeting; and, subject to Section 12.05(d), it shall supervise the expenditure of the Congregation’s funds in accordance with that annual budget. The annual budget shall include this Congregation’s fair share in support of the wider ministry being carried on in partnership with the synod and churchwide organization.
  4. The following rules and restrictions shall apply with respect to expenditures and obligations that are not expressly provided for as line items in the annual budget adopted by the Congregation:
    1. the Board of Directors shall not enter into any contract involving the expenditure of more than three (3) percent of the approved annual budget without the prior approval of the Congregation; and
    2. the cumulative expenditures and obligations incurred by the Board of Directors in any given year shall not exceed the projected receipts for that year by more than three (3) percent of the approved annual budget without, the prior approval of the Congregation.
  5. The Board of Directors shall ensure that the financial affairs of this congregation are being conducted efficiently, giving particular attention to the prompt payment of all obligations and to the regular forwarding of benevolence monies to the synodical
  6. The Board of Directors shall be responsible for this congregation’s investments and its total insurance

C12.06 The Board of Directors shall ensure that the provisions of this constitution, the bylaws, and any continuing resolutions that it adopts are carried out.

C12.07 The Board of Directors shall provide for an annual review of the membership roster.

C12.08 The Board of Directors, with the Lead Pastor, shall be responsible for the appointment and supervision of the salaried lay workers of this Congregation. The Board of Directors shall appoint the Personnel Committee for the Congregation, which shall be either the Executive Committee or a subcommittee of the Board of Directors.

C12.09 The Board of Directors shall submit a comprehensive report to the Congregation at each Annual Meeting.

C12.10 The Board of Directors shall meet at a frequency determined by the Board, but it shall meet no less than six (6) times annually, with at least one extended meeting devoted to vision and long range planning. Special meetings may be called by the pastor or the president, and shall be called at the request of at least one-half of its members. Notice of each special meeting shall be given to all who are entitled to be present.

C12.11 A quorum for the transaction of business shall consist of a majority of the members of the Board of Directors, including the Lead Pastor or interim Lead Pastor. When a member of the Board of Directors requests or consents to be absent and has given prior approval to an agenda of routine matters which shall be the only business of the meeting, he or she shall not be included in the count when determining the number of Congregation Members needed to constitute a quorum. Chronic or repeated absence of the pastor or interim pastor who has refused approval of the agenda of a subsequent regular or special meeting shall not preclude action by the Board of Directors, following consultation with the synodical bishop.

 

Article 13

Congregation Committees, Ministry Teams and Task Forces

 

C13.01 The Lead Pastor, President, Vice President, and one other Board member elected by the Board of Directors shall constitute the Executive Committee. The duties of the Executive Committee are specified in the bylaws.

C13.02 A Nominating committee of the Lead Pastor and three (3) voting members of this Congregation shall be elected at the Annual Meeting for a tenure of three (3) years. Members of the Nominating Committee shall not be eligible for consecutive reelection.

C13.03 An Audit Committee of three (3) voting members of the Congregation shall be appointed by the Executive Committee at its first regular meeting following the Annual Meeting. This committee shall be charged with a review of the financial accounts of the Congregation. Audit Committee members shall not be members of the Board of Directors. Term of office shall be one year. Members shall be eligible for election for a maximum of three consecutive terms.

C13.04 When a pastoral vacancy occurs, and the Board of Directors decides to fill the vacancy, the Board of Directors shall appoint a Call Committee. The Call Committee shall consist of a maximum of eight (8) members, and no more than half the members of the Call Committee shall be members of the Board of Directors at the time of appointment. Term of office shall terminate upon installation of the newly-called pastor.

C13.05 Other Committees, Ministry Teams, and Task Forces may be established and formed by decision of the Board of Directors.

C13.06 The duties, responsibilities, and terms of office of such Committees, Ministry Teams, and Task Forces shall be specified in the bylaws or in continuing resolutions adopted by the Board of Directors.

C13.07 The Board of Directors shall be responsible for reviewing and overseeing the activities of all Committees, Ministry Teams, and Tasks Forces.

 

Article 14

Organizations within the Congregation

C14.01 All organizations within this Congregation shall exist to aid it in ministering to the members of this Congregation and to all persons who can be reached with the Gospel of Christ. As outgrowths and expressions of this Congregation’s life, the organizations are subject to the Congregation’s oversight and direction. The Congregation shall determine their policies, guide their activities, and receive reports concerning their membership, work, and finances.

C14.02 Special interest groups, other than those of the official organizations of the ELCA, may be organized only after authorization has been give by the Board of Directors.

 

Article 15

Discipline of Members and Adjudication

C15.01 Denial of the Christian faith as described in this constitution, conduct grossly unbecoming a member of the Church of Christ, or persistent trouble-making in this Congregation shall be considered sul11cient cause for disciplining a member. Prior to disciplinary action, reconciliation will be attempted, using the procedure set forth in Matthew 18:15-17, proceeding through the following successive steps:

  1. private admonition by a pastor;
  2. admonition by a pastor in the presence of two or three witnesses; and
  3. citation to appear before the Board of Directors

C15.02 A member charged with an offense warranting such disciplinary action shall appear before the Board of Directors, having received a written notice, specifying the exact charges that have been made against the member, at least IO days prior to the meeting.

C15.03 If the allegations are sustained by a two-thirds majority vote of the Board of Directors, the Board of Directors shall impose one of the following disciplinary actions:

  1. censure before the Board of Directors or Congregation;
  2. suspension from membership for a definite period of time; or
  3. exclusion from membership in this Congregation.

C15.04 Official Notice of any disciplinary action involving suspension or exclusion from membership in this Congregation shall be delivered to the member in writing.

C15.05 A member against whom disciplinary action has been taken by the Board of Directors shall have the right to appeal that decision to the Synod Council. Such right may not be abridged and the decision of the Synod Council shall be final.

C15.06 Disciplinary actions may be reconsidered and revoked by the Board of Directors upon receipt of:

  1. evidence that injustice has been done; or
  2. evidence of repentance and amendment

C15.07 When there is disagreement among factions within this Congregation on a substantive issue that cannot be resolved by the parties, members of this Congregation shall have access to the synodical bishop for consultation after informing the President of the Board of Directors of their intent. If the consultation fails to resolve the issue(s), the Consultation Committee of the synod shall consider the matter. If the Consultation Committee of the synod shall fail to resolve the issue(s), the matter shall be referred to the Synod Council, whose decision shall be final.

Article 16

Bylaws

C16.01 The Congregation shall adopt bylaws that are consistent with this constitution.

C16.02 Bylaws may be adopted or amended upon:

  1. the vote of two-thirds of the Board of Directors members present and voting at a legally called and held meeting of the Board of Directors; or
  2. the majority vote of the voting members present and voting at a legally called and held meeting of the Congregation

C16.03 Amendments to the bylaws may be proposed at a Congregation Meeting by any voting member of the Congregation provided, however, that:

  1. such amendments are first submitted in writing to the Board of Directors at least 60 days before a regular or special Congregation Meeting called for that purpose; and
  2. the Board of Directors notifies the members of the proposed amendments, together with the Board of Directors’ recommendations as to adoption, revision, or rejection at least 30 days before the Congregation Meeting.

C16.04 Approved changes to the bylaws shall be sent to the synod.

 

Article 17

Amendments to the Constitution

C17.01 Amendments to this constitution may be proposed by at least 10 voting members of the Congregation or by the Board of Directors. Proposals must be filed in writing with the Board of Directors at least sixty (60) days before formal consideration by this Congregation at a regular or special meeting called for that purpose. The Board of Directors shall notify the members of the proposal with their recommendations at least thirty (30) days in advance of that Congregation Meeting.

C17.02 A proposed amendment to this constitution shall:

  1. be approved by a vote of two-thirds of the voting members present and voting at a properly called and held Congregation Meeting; and
  2. have the effective date included in the resolution and noted in the

C17.03 Any amendments to this constitution shall be sent by the secretary of this Congregation to the synod. The amendment shall become effective within 120 days from the date of the receipt of the notice by the synod unless the synod informs this Congregation that the amendment is in conflict with the constitution and bylaws of the Church, or the constitution of the South Central Synod of Wisconsin.

 

Article 18

Continuing Resolution

The Board of Directors may enact continuing resolutions which describe the function of the various committees or organizations of this congregation.

Continuing resolutions shall be enacted or amended by a two-thirds vote of all voting members of the Board of Directors.

 

Bylaws for the Congregation
of
Good Shepherd Evangelical Lutheran Church

 

Reflecting Jesus’ love to transform lives

 

Article 1

Mission Statement

B1.01 We invite and welcome all people to worship God, grow in the Holy Spirit, and serve others in Jesus’ name.

 

Article 2

Annual Meeting of the Congregation

B2.01 The Annual Meeting of the Congregation shall be held:

  1. on or near the last Sunday in January; or
  2. on such other date during the first sixty (60) days of the calendar year as selected by two-thirds of the members present and voting at a properly noticed and held Board of Directors

B2.02 The business transacted at the Annual Meeting shall include:

  1. the election of voting members to serve on the Board of Directors;
  2. the election of voting members to serve on the Nominating Committee;
  3. the presentation of oral or written reports concerning the financial status and affairs of the Congregation by the pastor(s), designated program staff, the Board of Directors, the Treasurer, and the other Committees, Task Forces, Ministry Teams, and organizations;
  4. the presentation and adoption of an Annual Budget; and
  5. the transaction of such other business as may be brought before the Congregation.

B2.03 Except as otherwise provided in the constitution and bylaws, all actions by the Congregation at the Annual Meeting and any other Congregation Meeting shall be by majority vote.

 

Article 3

Election and Duties of Officers

B3.01 The Board of Directors shall convene and hold a special organizational meeting immediately following the Annual Congregation Meeting to elect the officers of the Congregation.

B3.02 The President of the Congregation shall:

  1. preside at all meetings of the Congregation and the Board of Directors;
  2. meet regularly with pastoral staff;
  3. receive reports from all Committees, Task Forces, Ministry Teams, and other committees appointed by the Board of Directors; and
  4. ensure that the Board of Directors fulfills all of its duties and responsibilities under the constitution and

B3.03 The Vice-President of the Congregation shall preside at all meetings of the Congregation and the Board of Directors in the absence of the President.

B3.04 The Secretary of the Congregation shall prepare and keep accurate minutes of all meetings of the Congregation and the Board of Directors, which shall be preserved permanently in the Congregation’s archives.

B3.05 The Treasurer of the Congregation shall:

  1. oversee preparation and maintenance of the financial books and records of the Congregation, showing the management and disbursement of all income and receipts of the Congregation;
  2. subject to the direction and supervision of the Board of Directors, arrange for:
    1. the purchase and acquisition .of insurance for the Congregation;
    2. the investment and depositing of the Congregation’s income, receipts, and other funds in appropriate financial institutions for the benefit of the Congregation; and
    3. the disbursement of the Congregation’s income, receipts, and other funds in accordance with the Annual Budget, constitution, bylaws, and continuing resolutions adopted by the Board of Directors;
  3. prepare and present monthly written reports to the Board of Directors, summarizing the income, receipts, disbursements, and accounts of the Congregation;
  4. prepare and present an annual report, together with a satisfactory review of the Congregation’s financial records, to the Congregation at its Annual Meeting.

 

Article 4

Nominating Committee, Elections, Executive Committee

B4.01 The Nominating Committee shall be convened by the Board of Directors before the Annual Meeting. It shall nominate at least one qualified nominee for each vacancy on the Board of Directors and the Nominating Committee. Nothing herein shall bar additional candidates from being nominated from the floor during the Annual Meeting.

B4.02 The Nominating Committee shall be responsible for screening and nominating candidates to fill vacant positions on the Board of Directors and the Nominating Committee.

B4.03 Subject to the following terms and conditions, members of the Board of Directors, other than the Lead Pastor, shall be elected upon written ballot by at least a majority vote of the voting members in attendance and voting at the Annual Meeting.

  1. The election of members to fill such vacancies on the Board of Directors normally shall be conducted on one combined ballot; those candidates who receive the greatest number of votes shall be declared elected provided, however, that they receive at least a majority of the votes cast for that particular vacancy on the Board of
  2. If only one candidate is nominated for each vacancy on the Board of Directors, the requirement of a written ballot may be dispensed with upon majority vote of the voting members in attendance and voting at the Annual

B4.04  Executive Committee: The Lead Pastor, the President, Vice President, and one other member of the Board of Directors elected by the Board of Directors shall constitute the Executive Committee. Duties of the Executive Committee include:

  1. Act on behalf of the Board of Directors between meetings, as needed
  2. Prepare agendas for Board Meeting
  3. Evaluate and mentor the Lead Pastor
  4. Evaluate the performance of Board members
  5. Serve as the Compensation Committee
  6. Appoint the Audit Committee
  7. Evaluate Congregational financial matters and present recommendations to the Board of Directors for

 

Article 5

Committees, Ministry Teams and Task Forces

B5.01 The Board of Directors shall empower Committees, Ministry Teams and Task Forces as necessary to carry out the vision and mission of the congregation.

B5.02 Each Committee, Ministry Team or Task Force shall:

  1. Work in accord with the vision and mission of Good Shepherd Lutheran Church
  2. Consist of at least three persons, including an identified leader
  3. Have a staff person assigned as contact person/liaison
  4. Not exceed their budget nor raise funds without Board of Directors approval
  5. Be empowered to do ministry in their specific area
  6. Have a specific, Board-approved definition of its scope of ministry

 

Article 6

Synod Delegates

B6.01 The Board of Directors shall be responsible for appointing delegates and alternate delegates to attend synod conventions.

B6.02 If the delegates and the alternates appointed by the Board of Directors are unable to attend a synod convention, the Lead Pastor shall have the authority to appoint substitute delegates.

 

 

Article 7

Indemnification of Officers, Agents, Employees and Members of the Board of Directors, Congregational Committees and Task Forces

B7.07 To the extent allowed and required under secs. 181.042, 181.047 and 181.049, Wisc. Stats., as they may be amended from time to time, and subject to Section 7.03 below, the Congregation shall indemnify its officers and the members of the Board of Directors against all damages, liability, expenses, costs, and attorney’s fees that they actually incur in connection with threatened, pending or completed legal actions, suits or proceedings to which they are or may be made a party because of their status, actions, or omissions as current or former officers or members of the Board of Directors.

B7.02 To the extent allowed under sec. 181.051, Wisc. Stats., as it may be amended from time to time, and subject to Section 7.03 below, the Congregation also shall indemnify its Committees, Ministry Teams, and Task Forces against all damages, liability, expenses, costs, and attorney’s fees that they actually incur in connections with threatened, pending or completed legal actions, suits or proceedings to which they are or may be made a party because of their status, actions, or omissions as current or former agents, employees, or members of a Committee, Ministry Team or Task Force.

B7.03 Unless otherwise ordered by a court oflaw, any indemnification under Sections 7.01 or 7.02 above shall be made by the Congregation only as authorized in the specific case upon a determination that indemnification of the officer, agent, employee, or member of the Board of Directors, a Committee, Ministry Team, or a Task Force is appropriate under the circumstances taking into account the standards of conduct set forth in sec. 181.042, Wisc. Stats., as it may be amended from time to time. Such determination shall be made:

  1. by the Board of Directors by a majority vote of a quorum consisting of such members who are not and were not parties to such action, suit or proceeding;
  2. by the Congregation at a regular or special Congregation Meeting properly called and held for that purpose; or
  3. in a written opinion by independent legal counsel hired and paid for by the Congregation.

B7.04 The Board of Directors may purchase and maintain insurance on behalf of any person who is an officer, agent, employee, or a member of the Board of Directors, a Committee, Ministry Team, or a Task Force, insuring that person against liability asserted against and incurred by such person in his or her capacity as such, or arising from his or her status as such, regardless of whether the Congregation is required or authorized to indemnify or allow expenses to the person against the same liability.

 

Article 8

Amendment of Bylaws

B8.01 These bylaws are subject to amendment in accordance with the procedure set forth in the constitution.