Constitution for the Congregation
of Good Shepherd Evangelical Lutheran Church
Reflecting Jesus’ love to transform lives
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.
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.
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.
C2.05 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.
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.
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:
C4.03 To fulfill these purposes, this Congregation shall:
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.
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:
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.
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:
C6.04 Affiliation with the ELCA may be terminated if:
C6.05 This Congregation may terminate its relationship with the ELCA in accordance with the following procedure:
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.
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.
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:
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:
C8.05 Membership m this Congregation shall be terminated by any of the following:
C8.06 The responsibilities of the Congregation for fostering faithful membership shall include:
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:
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.
C9.06 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.
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.
C11.01 The officers of this Congregation shall include a President, Vice-President, Secretary, and Treasurer.
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.
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. ‘
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:
A member’s place on the Board of Directors shall be declared vacant if the member:
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.
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.
C12.05 The Board of Directors shall be responsible for the financial and property matters of the Congregation.
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.
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.
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.
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:
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:
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:
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.
C16.01 The Congregation shall adopt bylaws that are consistent with this constitution.
C16.02 Bylaws may be adopted or amended upon:
C16.03 Amendments to the bylaws may be proposed at a Congregation Meeting by any voting member of the Congregation provided, however, that:
C16.04 Approved changes to the bylaws shall be sent to the synod.
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:
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.
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.
Reflecting Jesus’ love to transform lives
B1.01 We invite and welcome all people to worship God, grow in the Holy Spirit, and serve others in Jesus’ name.
B2.01 The Annual Meeting of the Congregation shall be held:
B2.02 The business transacted at the Annual Meeting shall include:
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.
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:
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:
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.
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:
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:
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.
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:
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.
B8.01 These bylaws are subject to amendment in accordance with the procedure set forth in the constitution.