Constitution and Bylaws of Christ Lutheran Church of Warren, MI
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CONSTITUTION & BYLAWS
CHRIST LUTHERAN CHURCH OF WARREN (CLC)
32300 SCHOENHERR ROAD
WARREN, MICHIGAN 48088
Date Approved by the Congregation: October 2011
For ease of use, the Bylaws, except those pertaining to the CLC Foundation (C5.05), have been inserted below the
relevant sections of this Constitution
PREAMBLE
In the name of the Father and of the Son and of the Holy Spirit. Amen.
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.
CHAPTER 1
NAME AND INCORPORATION
C1.01. The name of this congregation shall be Christ Lutheran Church of Warren, MI.
C1.02. For the purpose of this constitution and the accompanying bylaws, the congregation of Christ Lutheran Church
of Warren is hereinafter designated as "this congregation."
C1.03. This congregation shall be incorporated under the laws of the State of Michigan.
CHAPTER 2
CONFESSION OF FAITH
C2.01. We believe, teach and confess the Triune God, Father, Son, and Holy Spirit.
C2.02. We believe, teach and confess Jesus Christ as Lord and Savior and the Gospel as the power of God for the
salvation of all who believe.
a. 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.
b. 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,
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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, through whom God was pleased to reconcile all things to himself.
c. 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 world.
C2.03. We believe, teach and confess the canonical Scriptures of the Old and New Testaments as the inspired Word of
God and the sole authoritative source and norm of our proclamation, faith, and life.
C2.04. We believe, teach and confess the Apostles', Nicene, and Athanasian Creeds as true declarations of the
Scriptural faith of this congregation.
C2.05. We believe, teach and confess the Unaltered Augsburg Confession as a true witness to the Word of God,
normative for our teaching and practice, confessing that we are one in faith and doctrine with all churches that likewise
accept the teachings of the Unaltered Augsburg Confession.
C2.06. We believe, teach and confess 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 expositions of the Holy Scriptures.
C2.07. We believe, teach and confess 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.
C2.08 We believe, teach and confess that marriage is an institution created and blessed
by God; a lifelong covenant of faithfulness between one man and one woman
who, in marriage, become ‘one flesh’; a personal and sexual union that embodies God’s loving purpose to create and
enrich life. By the gift of marriage God ‘founded human community in a joy that begins now and is brought to perfection
in the life to come.’ Therefore, we teach and practice that sexual activity belongs exclusively within the biblical
boundaries of a faithful marriage between one man and one woman.
CHAPTER 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 are to be
carried out under his rule and authority.
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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. In length, this congregation acknowledges itself to be in the historic community of the
communion of saints; in breadth, it expresses the fellowship of believers in our day.
CHAPTER 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:
a. Worship God in pure proclamation of the Word and administration of the sacraments in accordance with the Gospel,
and through lives of prayer, praise, thanksgiving, witness, and service.
b. Proclaim God's saving Gospel of justification by grace for Christ's sake through faith alone, according to the apostolic
witness in the Holy Scriptures, preserving and transmitting the Gospel faithfully to future generations.
c. Carry out Christ's Great Commission by reaching out to all people with the Gospel of Jesus Christ to bring them to
faith in Christ and by doing all ministries consistent with the understanding of God as Father, Son and Holy Spirit.
d. Serve in response to God's love to meet human needs, caring for those who are in any need.
e. Nurture its members in the Word of God so as to grow in faith, 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.
f. Manifest the invisible unity of faith given to the people of God by living together in the love of Christ and by joining with
other Christians in prayer and service.
C4.03. To fulfill these purposes, this congregation shall:
a. Provide services of worship at which the Word of God is preached and the sacraments are administered.
b. Provide pastoral care and assist all members to participate in this ministry.
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c. Challenge, equip, and support all members in carrying out their calling in their daily lives and in their congregation.
d. Teach the Word of God.
e. Witness to the reconciling Word of God in Christ, reaching out to all people.
f. Respond to human need, work for justice and peace, care for the sick and the suffering, and participate responsibly in
society.
g. Motivate its members to provide financial support for the congregation's ministry and other such ministries as
designated by this congregation.
h. Foster and participate in cooperative relationships with other congregations and associations within the community of
believers consistent with this congregation’s confession of faith and mission.
C4.04. This congregation shall develop an organizational structure of standing committees and their responsibilities to
be described in the bylaws.
B4.04.01 Standing Committees of the Congregation Council:
a. The Congregation Council shall have the following standing committees with
two (2) elected members serving each committee:
1) Worship & Music Committee
2) Parish Education & Youth Ministry Committee
3) Evangelism & Social Concerns Committee
4) Property Committee
5) Stewardship & Finance Committee
6) Fellowship & Communication Committee
b. Worship & Music Committee shall have special responsibility, under the supervision of the pastor and with the
guidance of program staff, to support the worship services of the congregation in order to strengthen and enrich its
spiritual life and shall make recommendations thereon to the Congregation Council.
c. The Parish Education & Youth Ministry Committee shall have special responsibility, under the supervision of the
pastor and with the guidance of program staff, to develop, coordinate and supervise the educational ministries and
youth ministries of the congregation, and shall make recommendations thereon to the Congregation Council.
d. The Evangelism & Social Concerns Committee shall have special responsibility, under the supervision of the pastor
and with the guidance of program staff, to plan, develop, organize and oversee the Evangelism and Social Concerns
programs and opportunities of this congregation, and shall make recommendations thereon to the Congregation
Council.
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e. The Property Committee shall have special responsibility, under the supervision of the pastor and with the guidance
of program staff, for the management, care, and development of the property of this congregation, and shall make
recommendations thereon to the Congregation Council.
f. The Stewardship & Finance Committee shall have special responsibility, under the supervision of the pastor and with
the guidance of program staff, for the congregation's development in accordance with scriptural principles of
stewardship, for the raising of funds, for the preparation of the annual congregational budget and the allocation of the
congregation’s budgeted benevolence funds, and shall make recommendations thereon to the Congregation Council.
g. The Fellowship & Communication Committee shall have special responsibility, under the supervision of the pastor and
with the guidance of program staff, for planning, supervising and implementing fellowship and social activities for all age
groups of the congregation, and for managing the flow of communication within the congregation and outside the
congregation. Examples include: advertising, publicity, congregational publications and emails, telephoning, and the use
of print and electronic media such as websites. The committee shall also make recommendations thereon to the
Congregation Council.
h. The specific duties and job description of each standing committee of the Congregation Council may be set forth in
greater detail in such Continuing Resolutions as the Congregation Council deems necessary and appropriate.
C4.05. This congregation shall, from time to time, adopt a mission statement which will provide specific direction for its
ministries.
CHAPTER 5
POWERS OF THE CONGREGATION
C5.01. The powers of this congregation are those necessary to fulfill its purpose.
C5.02. The powers of this congregation are vested in the Congregation Meeting called
and conducted as provided in this constitution and bylaws.
C5.03. Only such authority as is delegated to the Congregation Council 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:
a. call and/or terminate the call of a pastor as provided in Chapter 9;
b. appoint and/or terminate the service of commissioned lay leaders.
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c. adopt amendments to the constitution, as provided in Chapter 17, and
amendments to the bylaws, as specified in Chapter 16;
d. approve the annual budget;
e. acquire real and personal property by gift, devise, purchase, or other lawful
means;
f. hold title to and use its property for any and all activities consistent with its
purpose;
g. sell, mortgage, lease, transfer, or otherwise dispose of its property by any lawful means;
h. elect its officers, and Congregation Council and require them to carry out their duties in accordance with the
constitution, bylaws, and continuing resolutions; and
g. enter into or terminate a relationship with any Lutheran church body as provided in Chapter 6.
C5.04. This congregation shall choose, from among its voting members, laypersons to serve as voting members of the
national gatherings of any Lutheran church body of which it is a member, as well as persons to represent it at meetings
of any district, 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 according to guidelines established by the Lutheran
church bodies with which this congregation is affiliated.
C5.05. This congregation shall have a mission endowment fund that will operate as specified in this congregation’s
bylaws. The purpose of the mission endowment fund is to provide for mission work beyond the operational budget of
this congregation.
CHAPTER 6
CHURCH AFFILIATION
C6.01. This congregation is and shall be an independent part of a publicly recognized Lutheran church body.
Simultaneous affiliation of this congregation with more than one Lutheran church body is permitted under this
constitution. At the time of the adoption of this constitution this congregation is affiliated with Lutheran Congregations in
Mission for Christ (LCMC).
C6.02 This congregation may enter into a relationship or affiliate with any Lutheran
church body by adopting a resolution indicating its desire to affiliate with such
church body by a two-thirds (2/3) majority of the voting members present and
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voting at a legally called and conducted special meeting of this congregation.
C6.03. This congregation may terminate its relationship with any Lutheran church body with which it is affiliated as
follows:
a. This congregation takes action to dissolve.
b. This congregation ceases to exist.
c. This congregation is removed from membership in any church body
according to the procedures for discipline of such church body.
d. This congregation follows the procedure described below:
i. A resolution indicating the desire of this congregation to terminate its
relationship with any church body must be adopted at a legally called and conducted special meeting of this
congregation by a two-thirds (2/3) majority of the voting members present and voting at such meeting.
ii. The secretary of this congregation shall mail a copy of the adopted resolution to voting members of this congregation
within 10 days after the resolution has been adopted.
iii. A period of 60 days shall be provided for thought and prayer by the
congregation following the adoption of such resolution.
iv. If this congregation still desires to terminate its relationship with such church body, such action may be taken at a
second legally called and conducted special meeting by a two-thirds (2/3s) majority of the voting members present and
voting at such meeting, whereupon the relationship between this congregation and such church body shall be
terminated immediately and all provisions of this constitution binding this congregation to such church body shall be
immediately ineffective.
v. The secretary of this congregation shall, within ten (10) days after such
resolution is adopted, mail a letter reporting its vote terminating its relationship with such church body to voting
members of this congregation and to the main office of such church body.
vi. If this congregation fails to achieve the required two-thirds vote of voting members present and voting at this
congregation’s first or second meeting as specified in C6.03(d)(i)&(iv) above, another special meeting to re-consider
termination of relationship with any church body may be called no sooner than 60 days after such meeting without
starting the disaffiliation process over.
CHAPTER 7
PROPERTY OWNERSHIP
C7.01. This congregation is an independent legal entity with rights to purchase, hold,
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and convey real and personal property in accord with applicable law. Ownership of all properties and assets of this
congregation shall remain with this congregation irrespective of its present or future church body affiliations. No church
body with which this congregation is affiliated shall have any right, title to or interest in the property of this congregation.
C7.02. If this congregation ceases to exist, and after all obligations have been satisfied, disposition of remaining
property and assets, including title to property, will be decided upon by a majority of voting members present at a legally
called and conducted special meeting of the congregation, taking into consideration recommendations of the
congregation council.
CHAPTER 8
MEMBERSHIP
C8.01. Members of this congregation shall be those baptized persons on the roll of this congregation at the time that
this constitution is adopted and those who are admitted thereafter and who have declared and maintain their
membership in accordance with the provisions of this constitution and its bylaws.
C8.02. Members shall be classified as follows:
a. Baptized members are those 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.
b. Confirmed members are baptized persons who have been confirmed in this congregation, those who have been
received by adult baptism or by transfer as confirmed members from other Lutheran congregations, or baptized persons
received by affirmation of faith.
c. Voting members are confirmed members. Such confirmed members, during the current or preceding calendar year,
shall have communed in this congregation and shall have made a contribution of record to this congregation.
d. Associate members are persons holding membership in other Christian congregations who wish to retain such
membership but desire to participate in the life and mission of this congregation, or persons who wish to retain a
relationship with this congregation while being members of other congregations. They have all the privileges and duties
of membership except voting rights and eligibility for elected offices or membership on the Congregation Council of this
congregation.
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C8.03. All applications for confirmed membership shall be submitted to and shall require the approval of the
congregation council.
B8.03.01 Applications for Confirmed Membership with Letter of Transfer. Applicants for membership presenting letters
of transfer showing them to be confirmed members in good standing in other Lutheran congregations shall be admitted
to confirmed membership upon acceptance of their letters of transfer and subsequent report of their names to the
congregation.
B8.03.02 Applications for Confirmed Membership without Letter of Transfer. Applicants for membership who present
evidence of confirmation in a Lutheran congregation but do not have letter of transfer shall be admitted to confirmed
membership when the pastor has determined that they meet the standards of Christian faith and life indicated in this
constitution and by-Laws and when they have subsequently reaffirmed their faith before this congregation.
C8.04. It shall be the privilege and duty of members of this congregation to:
a. make regular use of the means of grace, both Word and sacraments;
b. live a Christian life in accordance with the Word of God and the teachings of the Lutheran church; and
c. support the mission and ministries of this congregation through contributions of their time, abilities, and financial
support as biblical stewards.
C8.05. Membership in this congregation shall be terminated by any of the following:
a. death;
b. resignation;
c. transfer or release;
d. disciplinary action by the congregation council; or
e. removal from the roll due to inactivity as defined in the bylaws.
Such persons who have been removed from the roll of members shall remain persons for whom this congregation has a
continuing pastoral concern.
B8.05.01. Termination of Membership.
a. Members who move away shall be encouraged to transfer. Any confirmed member in good standing desiring to
change his membership to another Lutheran Church shall, upon request, be entitled to a letter of transfer.
b. Any confirmed member who fails to attend church services, and fails to partake of Communion and fails to contribute
to the congregational treasury according to the Congregation’s records for the current year and preceding year, shall
be presumed no longer to desire membership, shall lose the right to vote, and shall not be counted in the membership
statistics of the Congregation. However, their name and record shall be
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kept in the files for a period of three years thereafter. Such a person shall be encouraged to participate in the life of the
Congregation, or to transfer elsewhere, as the situation may indicate to be advisable. If they resume activity any time
during the three year period, they shall be restored to the active membership list: if not, they shall be dismissed from the
Congregation and notified accordingly, where possible.
c. Children, neither of whose parents or guardians are active members of this Congregation, shall be dropped from the
baptized membership roll if they fail to participate in the life and worship of this Congregation.
d. Members who have been excommunicated, dismissed, or who have resigned, and members who have transferred to
other Lutheran organizations, or who are definitely known to have become members of other congregations without
transfer, shall thereby have lost membership in this Congregation and all rights appertaining thereto.
CHAPTER 9
THE PASTOR
C9.01. Only a member of the clergy roster of the national or regional Lutheran church body with which this congregation
is affiliated, or who is an eligible candidate for said roster of ordained ministers, may be called as a pastor of this
congregation.
C9.02. A pastor of this congregation shall be a person:
i. who accepts and adheres to the Confession of Faith of this
congregation and with any Lutheran Church body with which this
congregation is affiliated;
ii. whose life and conduct are consistent with ministry standards
established by the Lutheran church body with which this
congregation is affiliated and with membership in the Church of
Christ; and
iii. whose commitment to Christ, soundness in the faith, aptness to preach,
teach and witness, and educational qualifications, including a Masters
of Divinity degree from an accredited Lutheran theological school in
North America or its equivalent and practical pastoral preparation
such as internship and supervised clinical work shall have been
examined and approved by the Congregation Council.
B9.02.01. Sexuality Expectations of Pastor
The Biblical understanding which this congregation affirms is that the
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Normative setting for sexual intercourse is marriage between one man and
one woman. In keeping with this understanding, chastity before marriage
and fidelity within marriage are the norm. Ordained ministers under call of
this congregation are expected to preach, teach, and live in accordance with
this Biblical standard. Adultery, promiscuity, the sexual abuse of another or the misuse of counseling relationships for
sexual favors constitutes conduct
that is incompatible with the character of the ministerial office. Persons who engage in sexual activity outside the
marriage covenant of one man and one
woman, whether homosexual or heterosexual, are precluded from serving
this congregation.
C9.03. Authority to call a pastor shall be in this congregation by at least a two-thirds majority ballot vote of members
present and voting at a meeting legally called for that purpose.
C9.04 A Call Committee, elected by the church council according to C13.05 of this constitution, shall seek, screen and
recommend a candidate for the position of Pastor. The Call Committee shall inquire into, interview potential candidates,
and otherwise acquaint itself with the qualifications of candidates for the office. The Call Committee may seek the input
and advice of various Lutheran affiliates or other Christian organizations or individuals to perform its functions. The Call
Committee shall recommend its choice for Pastor to the congregation
council. If the congregation council affirms the Call Committee’s recommendation by two-thirds (2/3s) vote of its
members, the president shall call a special meeting of this congregation to present the recommended candidate to the
voting members of the congregation. If the voting members present affirm the recommended candidate for Pastor by a
majority ballot vote of at least two-thirds, this congregation shall extend an official call to the candidate.
C9.05. a. Consistent with Biblical and Confessional mandates, as well as the
Confession of Faith and practice of this congregation, every ordained minister
shall:
1) preach the Word;
2) administer the sacraments;
3) conduct this congregation’s regular and special public worship services;
4) provide pastoral care;
5) agree with and abide by the Statement of Purpose, Confession of Faith, and Ministry Standards of the national or
regional Lutheran church body with which the congregation is affiliated; and
6) perform such other duties as recorded in a “letter of call” (C9.06 below),
b. Each ordained minister with a congregational call shall, within the congregation:
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1) offer instruction, confirm, marry, visit the sick and distressed, and bury the dead;
2) supervise all schools and organizations of this congregation;
3) install regularly elected members of the Congregation Council; and
4) with the council, administer discipline.
c. Every pastor shall:
1) assist this congregation to fulfill the Great Commission (Matthew 28:19-20) in the community, in the nation, and
abroad;
2) seek out and encourage qualified persons to prepare for the ministry of the Gospel;
3) impart knowledge of the one true Church and its primary ministry throughout the world; and
4) encourage Biblical stewardship in support of faithful Christian missions and ministries both locally and globally.
C9.06. The specific duties of the pastor, initial compensation, benefits and other matters pertaining to the service of the
pastor shall be included in a Letter of Call, which shall be determined by the Call Committee in conversation with the
pastor, and approved by two-thirds of the members of the Congregation Council.
C9.07. The call of a 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 for the following reasons:
a) mutual agreement to terminate the call or the completion of a call for a
specific term issued by the congregation;
b) resignation or retirement of the pastor, which shall become effective, unless
otherwise agreed, sixty (60) days after the date on which it was submitted;
c) the physical or mental incapacity of the pastor;
d) inability to conduct the pastoral office effectively in this congregation in
view of local conditions, without reflection on the competence, moral or
spiritual character of the pastor;
e) disqualification of the pastor through discipline on grounds of doctrine,
immorality, or continued neglect of duty;
f) suspension of the congregation as a result of church body discipline
proceedings; or
g) dissolution of the congregation.
C9.08. When allegations of physical or mental incapacity of the pastor or ineffective conduct of the pastoral office have
come to the attention of the congregation council and are deemed plausible by the executive committee of the council, or
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when such allegations have been brought to the congregation council’s attention by a petition signed by at least one-
third of the voting members of this congregation, it shall be the duty of the Executive Committee of the congregation
council, excluding the pastor, to investigate such conditions personally in company with another ordained Lutheran
minister and a layperson who are not members of this congregation, and who shall be selected by the congregation
council. Competent medical testimony shall be obtained and reviewed. Such committee shall present its findings to the
congregation council as soon as is practicable. When such disability is evident to a two-thirds majority of the members
of the congregation council, it shall make its recommendation to the congregation at a special congregation meeting
legally called for that purpose. If two-thirds of the voting members present and voting at that meeting affirm the
recommendation of the congregation council to terminate the pastor’s call, then the pastorate shall be declared vacant.
Upon the restoration of a disabled pastor to health, the congregation council shall take steps to assist the pastor to
resume the ministry, either in this congregation or in another field of labor.
C9.09. In the case of alleged local conditions that imperil the effective functioning of
the congregation (C9.07(d) above), all concerned persons shall be heard by the committee described in C9.08 above,
after which such committee shall present its findings and recommendations to the congregation council as soon as is
practicable. The congregation council shall review said findings and recommendation, and after affording the pastor
and/or his legal representative the right to be heard, shall decide by a two-thirds majority ballot vote on the course of
action to be recommended to the pastor. If the pastor and the congregation council agree to carry out such
recommendation, no further action shall be taken by the congregation council. If either party fails to assent, the
congregation council must consult with an agency that specializes in resolving conflict within a congregation. If an
agreement still cannot be reached, the congregation may dismiss the pastor at a legally called special congregation
meeting, by a two-thirds ballot vote of the voting members of the congregation present and voting at such meeting.
C9.10 This congregation affirms the Lutheran doctrine of the Priesthood of All
Believers. In the event of the temporary absence of a called pastor (whether
due to vacation, illness, conferences, or any other reason) and provided that no
other ordained Lutheran pastor or commissioned lay leader accepted by this
congregation is readily available, the congregation council may appoint
qualified members of this congregation to preside for worship, preach the
gospel and administer the sacraments during such temporary absence.
C9.11. At a time of pastoral vacancy, an interim pastor shall be appointed by the congregation council to fulfill pastoral
duties.
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C9.12. During the period of service, an interim pastor shall have the rights and duties in the congregation of a regularly
called pastor and may delegate the same in part to a supply pastor with the consent of the congregation council. The
interim pastor and any ordained pastor providing assistance shall refrain from exerting influence in the selection of a
successor pastor.
C9.13. 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 before beginning
service in a call to another congregation or employment in another ministry setting.
C9.14. 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 and the Congregation Council. As occasion requires, the documents may be revised through a similar
consultation.
C9.15. The congregation may depart from C9.07 (above) and call a pastor for a specific term. Details of such calls shall
be in writing setting forth the purpose and conditions involved. Such a call may also be terminated before its expiration
in accordance with the provisions of C9.07.
C9.16. The pastor of this congregation:
a. shall keep accurate parochial records of all baptisms, confirmations, marriages,
burials, communicants, members received, members dismissed, or members excluded from the congregation;
b. shall become a member of this congregation upon receipt and acceptance of the
letter of call. In a parish of multiple congregations, the pastor shall hold membership in one of the congregations.
C9.17. The parochial records of this congregation shall be maintained by the pastor and
shall remain the property of this congregation. The secretary of this congregation shall attest in writing to the
congregation council that such records have been placed in his or her hands in good order by a departing pastor
before his/her departure from call in this congregation.
CHAPTER 10
CONGREGATION MEETING
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C10.01. The semi-annual meetings of this congregation shall be held at a time specified in the bylaws. The term
“annual” Congregation Meeting will be the first of the semi-annual meetings held in the calendar year. The term “semi-
annual” Congregation Meeting will be the second of the semi-annual meetings in the calendar year.
B10.01.01 Congregation Meeting(s). Two Congregation Meetings will be held each year. The first (called the annual
Congregation Meeting) will be held on the last Sunday in January for review of annual reports and finances and budget
approval. The second (called the semi-annual Congregation Meeting) will be held on the last Sunday of September for
election of officers and Council members. Other business and topics for congregational discussion and/or approval may
be addressed at either congregation meeting.
C10.02. A special Congregation Meeting may be called by the pastor, the congregation council, or the president of this
congregation, and shall be called by the president of the congregation upon the written request of ten (10) percent of
the voting members. The call for each special meeting shall specify the purpose(s) for which it is to be held and no other
business shall be transacted.
C10.03. Notice of all meetings of this congregation shall be given at the services of worship on the preceding two
consecutive Sundays and by mail to all voting members at least 10 days in advance of the date of the meeting. The
posting of such notice in the regular mail sent to the last known address of such members shall be sufficient. See Bylaw
C10.03.01 for alternate method(s) of notification.
B10.03.01 Congregation Meeting(s) Notification. E-mail may be used for notifying the congregational members of the
meetings provided the member has registered their email address with the Church office for that purpose. Any other
congregational member must be notified using regular mail. The notification, whether by regular mail or e-mail, shall
include a formal agenda of topics to be discussed and/or voted upon.
C10.04. A quorum shall consist of at least a 2 to 1 ratio of congregation voting members
(at large) to the number of voting Council members present. The number of
voting Council members at the meeting must be at least a majority of Council.
B10.04.01 Quorum for Congregational Meeting. When necessary to complete
the business of the meeting, a Congregation Meeting may, by majority vote, recess to
reconvene at a specified time and place. A Congregation Meeting may also decide to recess to reconvene upon call,
but the time and place of such reconvened meeting must then be announced at no less than one public service in
advance or by written notice to the voting members mailed not less than ten days in advance. A quorum must again be
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present at the reconvened meeting.
B10.04.02 Absence of Quorum. In the absence of a quorum at a duly called Congregation Meeting, the meeting shall be
deemed to be in recess and may be reconvened upon call, the time and place of such reconvened meeting to be
announced at no less than one public service in advance or by written notice to the voting members mailed not less
than ten days in advance. A quorum must be present to reconvene the meeting.
C10.05. Voting by proxy or absentee ballot shall not be permitted.
C10.06. All actions approved by the congregation shall be by majority vote of those members present and voting,
except as otherwise provided in this constitution or by Michigan state law.
C10.07. Robert's Rules of Order, latest edition, shall govern parliamentary procedure of all meetings of this
congregation.
CHAPTER 11
OFFICERS OF THE CONGREGATION COUNCIL
C11.01. The officers of this congregation shall be a president, vice president, congregation secretary, and treasurer.
a. Duties of the officers shall be specified in the bylaws.
B11.01a.01 Duties of officers of the Congregation:
a. The president shall preside over meetings of the Congregation Council and
of the congregation unless the meeting decides otherwise.
b. The president shall appoint, with the approval of the pastor, the chairpersons
of any special committee.
c. The vice president shall preside in the absence of the president, unless the
meeting decides otherwise. The vice president shall provide overall direction and have accountability for the Leadership
Development Plan and program, Hospitality committees, activities and events of the Congregation.
d. The congregation secretary shall maintain the minutes of the Congregation
Council and of the congregation and shall preserve its archives. If the
Congregation Council so chooses, a Council recording secretary may be used
for taking minutes of Council meetings. The Council recording secretary is
appointed by Council and is not an elected position of the congregation. The congregation secretary, as an officer of
the congregation, is authorized to sign
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official documents on behalf of the congregation and assist the pastor in maintaining the parochial records of the
congregation.
e. The treasurer shall be bonded in a minimum amount of $100,000 or an
additional amount as determined by the Congregation Council. The treasurer shall be custodian of all funds of the
congregation, excluding the funds of the Christ Lutheran Church Foundation which shall be managed pursuant to and
in accordance with the bylaws of such foundation. The treasurer shall
disburse all such funds in accordance with the decisions of the congregation or
the Congregation Council giving particular attention to the prompt payment of
all obligations and to the regular forwarding of benevolence monies to the intended recipients. The treasurer shall
obtain the signature of one of the other congregation officers on checks in excess of $3,500.00 (Three Thousand Five
Hundred Dollars). The treasurer shall present a duly audited report to the Congregation Meeting annually and such
other reports to the Congregation Council as may be required.
f. The officers and members of the Congregation Council shall be voting
members of this congregation.
g. Officers of this congregation shall serve similar offices of the
Congregation Council and shall be voting members of the Congregation Council.
C11.02. The congregation shall elect its officers and they shall be the officers of this
congregation. The Congregation Council may select the treasurer prior to the
semi-annual Congregation Meeting, but the congregation must formally ratify
the treasurer at the next Congregation Meeting.
C11.03. The officers shall be elected by written ballot and shall serve for two (2) years
or until their successors are elected. Their terms shall begin immediately upon
the adjournment of the congregation meeting at which they were elected.
They shall be installed as officers during a Sunday worship service as soon
thereafter as is practicable.
C11.04. No officer shall hold more than one office at a time. No elected officer shall be
eligible to serve more than three (3) consecutive terms in the same office.
CHAPTER 12
CONGREGATION COUNCIL
C12.01. The voting membership of the Congregation Council shall consist of the pastor(s), the officers of the
congregation, and not more than twelve (12) nor fewer than four (4) members of the congregation. Any voting member
of the congregation may be elected, subject only to the limitation on the length of continuous service permitted in that
office. A member's place on the
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Congregation Council shall be declared vacant if the member a) ceases to be a voting member of this congregation or
b) is absent from four successive regular meetings of the Congregation Council without cause. Consistent with the laws
of the State of Michigan, the congregation may adopt procedures for the removal of a member of the Congregation
Council in other circumstances.
a. The Congregation Council may elect to have representatives from Youth,
Men’s and Women’s organizations sit on the Congregation Council as non-
voting members.
b. Representatives of those organizations shall be elected from within those
organizations, not at a Congregation Meeting. Those representatives may be
given voting rights on Council by the Congregation Council for specified
areas as defined in Continuing Resolutions.
B12.01.02 Membership of committees of the Congregation Council:
a. If the number of elected members in each committee is two (2), as defined in B4.04.01(a) above, one of the members
in each committee will be elected at the semi-annual Congregation Meeting every other year. Each member will serve a
two-year term. The alternating year elections will provide a senior member and continuity for each committee.
b. If the number of elected members in each committee is one (1), as defined in B4.04.01(a) above, that member in
each committee may be elected in any year and will serve a two-year term.
C12.02. Members of the Congregation Council, except the pastor(s), shall be elected
by written ballot to serve two (2) years or until their successors are elected.
Such members shall be eligible to serve no more than three (3) full terms
consecutively. Their terms shall begin immediately upon the adjournment of
the congregation meeting at which they were elected. They shall be installed
as members of the Congregation Council during a Sunday worship service as
soon thereafter as is practicable.
C12.03. Should a member's place on the Congregation Council be declared vacant, the Congregation Council shall
elect, by majority vote, a successor until the next annual Congregation Meeting. Individuals who have served less than
one-half of a regular term shall be eligible for nomination and possible election to a full term.
C12.04. The Congregation Council shall have general oversight of the life and activities
of this congregation, and in particular its worship life, to the end that everything be done in accordance with the Word of
God, the Lutheran Confessions and the faith and practice of the Lutheran church body with which this congregation is
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affiliated. The duties of the Congregation Council shall include the following:
a. To lead this congregation in stating its mission, to do long-range planning, to
set goals and priorities, and to evaluate its activities in light of its mission
and goals.
b. To seek to involve all members of this congregation in worship, learning,
witness, service, and support.
c. To oversee and provide for the administration of this congregation to enable
it to fulfill its functions and perform its mission.
d. To maintain supportive relationships with the pastor(s) and staff and help them annually to evaluate the fulfillment of
their calling or employment.
e. To be examples individually and corporately of the style of life and ministry
expected of all baptized persons.
f. To promote a congregational climate of peace and goodwill, and, as
differences and conflicts arise, to endeavor to foster mutual understanding.
g. To arrange for pastoral service during the sickness or absence of the pastor.
h. To emphasize partnership as well as cooperation with other Christian congregations, both Lutheran and non-
Lutheran.
i. To seek out and encourage qualified persons to prepare for the ministry of the Gospel/
C12.05. The Congregation Council shall be responsible for the financial and property matters of this congregation.
a. The Congregation Council shall be the board of directors of this congregation, and as such shall be responsible for
maintaining and protecting its property and the management of its business and fiscal affairs. It shall have the powers
and be subject to the obligations that pertain to such boards under the laws of the State of Michigan, except as
otherwise provided herein.
b. The Congregation Council shall not have the authority to buy, sell, or encumber real property unless specifically
authorized to do so by a meeting of the congregation.
c. The Congregation Council may enter into contracts for items not included in
the budget up to the amount defined in the Bylaws.
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B12.05c.01 Contracts for items Not included in budget: The
Congregation Council may enter into contracts of up to 2% of the annual budget for items not included in the budget
which will be paid from the General Fund. Any contract which exceeds that percentage requires approval by a
Congregation Meeting.
d. The Congregation Council shall prepare an annual budget for adoption by this congregation, shall supervise the
expenditure of funds in accordance therewith following its adoption, and may incur obligations of more than the amount
prescribed in the Bylaws in excess of the anticipated receipts only after approval by a Congregation Meeting.
B12.05d.01 Obligations in excess of the anticipated receipts: The Congregation Council may only incur obligations paid
from the General Fund in excess of the anticipated General Fund annual receipts in the amount of 5% of the anticipated
annual receipts. Amounts already approved by the Congregation according to bylaw C12.05c.01 do not count toward
the excess. Additional spending above this threshold requires approval by a Congregation Meeting.
e. The Congregation Council shall ascertain 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 treasurer.
f. The Congregation Council shall be responsible for this congregation's investments and its total insurance program.
C12.06. The Congregation Council shall see that the provisions of this constitution, its bylaws, and the continuing
resolutions are carried out.
C12.07. The Congregation Council shall provide for an annual review of the membership roster.
C12.08. The Congregation Council shall be responsible for the employment and supervision of the salaried lay workers
of this congregation.
C12.09. The Congregation Council shall submit a comprehensive report to this congregation at the annual meeting.
C12.10. The Congregation Council, with the assistance of the pastor and staff shall
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create and keep record of Congregation Policies. No such policy shall conflict with any provisions of this constitution or
its bylaws. Such policies are to be communicated, executed and upheld by the pastor, staff and lay leadership, and shall
govern matters of everyday operation of this congregation. Any changes or additions to the Congregation Policies shall
be made by a simple majority vote of the congregation council. Congregation Policies shall be discussed, affirmed or
recommended for change each calendar year at a regularly scheduled congregation council meeting.
C12.11. The Congregation Council shall normally meet once a month. Special meetings may be called by the pastor or
the president, and shall be called by the president 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.
C12.12. A quorum for the transaction of business shall consist of a majority of the Congregation Council, including the
pastor or interim pastor, except when the
pastor or interim pastor requests or consents to be absent and has given prior approval to the agenda for a particular
regular or special meeting, which shall be the only business considered at that meeting. 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 Congregation Council.
CHAPTER 13
CONGREGATION COMMITTEES
C13.01. The officers of this congregation and the pastor(s) shall constitute the Executive Committee. The Executive
Committee shall meet monthly to provide leadership to the Congregation Council, to address Council business or take
specific actions directed by the Council that cannot wait until a regularly scheduled Council meeting, to suggest issues
that are to come before the Congregation Council, to consolidate and communicate information, and to determine the
need for additional action.
C13.02. A Nominating Committee shall be elected at the Annual Congregation Meeting for a term of one year. Members
of the Nominating Committee are not eligible for consecutive year reelection. The number and composition of elected
members are defined in the Bylaws.
B13.02.01 The Nominating Committee shall consist of five (5) voting members of this congregation, two of whom, if
possible, shall be outgoing members of the Congregation Council.
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C13.03. An Audit Committee shall be elected by the Congregation Council. Audit Committee members shall not be
members of the Congregation Council. Term of office shall be three years, with one member elected in alternating
years. Members shall be eligible for reelection. The number of elected members and alternative procedures for audit
are defined in the Bylaws.
B13.03.01 The Audit Committee shall consist of two (2) voting members of this congregation. If the 2-member Audit
Committee cannot be filled from within by members of the congregation, the Congregation Council may select an
outside independent audit agency or qualified individual to perform the annual audit.
C13.04. A Mutual Ministry Committee shall be appointed jointly by the president and the pastor(s). Term of office shall
be two years, with one-half of the members to be appointed each successive year. An individual member may be
appointed for up to three (3) successive terms. Size and responsibilities of the Mutual Ministry Committee are defined in
the Bylaws.
B13.04.01 The Mutual Ministry Committee shall consist of five (5) voting
members of this Congregation.
B13.04.02 The Mutual Ministry Committee serves to provide the following for
the congregation:
a. Promote an atmosphere that will prevent unhealthy conflict within the congregation.
b. Manage conflict when it does occur within the congregation.
c. Foster good communication within the congregation and between pastor(s), staff, and congregation.
d. Guide the Congregation Council and other leaders in where the congregation needs to move, both spiritually and
functionally, to meet the congregation’s Mission and Vision.
C13.05. When a pastoral vacancy occurs, a Call Committee shall be elected by the Congregation Council. Term of
office will terminate upon installation of the newly called pastor. The number and composition of elected members are
defined in the bylaws.
B13.05.01 The Call Committee shall consist of not less than six (6) voting members of this congregation and be elected
by the Congregation Council.
C13.06. A Personnel Relations Committee shall be appointed jointly by the president
and the pastor. Term of office shall be two years, with one-half of the
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members to be appointed each successive year. An individual may be
appointed for up to three (3) terms. The Personnel Relations Committee shall
make recommendations to Congregation Council for employment, salaries,
benefits, and other associated matters for salaried staff. The number
and composition of appointed members are defined in the Bylaws.
B13.06.01 The Personnel Relations Committee shall consist of three (3)
voting members of this congregation, plus a member of Congregation Council.
C.13.07. The Congregation Council shall form a Planning Team composed of the
President and/or Vice President and the most senior member of each committee (in
terms of time on Council) to assess how the congregation is meeting it’s mission and
vision and to do longer range planning. The Planning Team shall meet between Council meetings and provide guidance
to the Council concerning mission, vision and planning. The objectives include:
i. Establishing goals for the year and longer term - three (3) to five (5) years.
ii. Assessing how progress is made against those goals.
iii. Reviewing and updating the congregation’s Mission and Vision statements.
C13.08. Other committees, task forces or other organizational groups of this
congregation may be formed, as the need arises, by majority decision of the
Congregation Council, which shall also review their actions. Descriptions
and duties of such committees, task forces or other organizational groups of
this congregation may be contained in continuing resolutions of the
Congregation Council.
C13.09. The pastor(s) of this congregation shall be ex officio (a) member(s) of all
committees and boards of the congregation. The president of this congregation
shall also be ex officio a member of all committees and boards of the
congregation, except the Nominating Committee.
CHAPTER 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 its oversight and direction. This congregation at its meeting shall determine their
policies, guide their activities, and receive reports concerning their membership, work, and finances.
C14.02. Special interest groups consistent with the mission, vision and values of this
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congregation may be organized only after authorization has been given by the Congregation Council.
CHAPTER 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 are sufficient cause for discipline of a member. Prior
to disciplinary action, reconciliation will be attempted following Matthew 18:15-17, proceeding through these successive
steps: a) private admonition by the pastor, b) admonition by the pastor in the presence of two or three witnesses, and c)
citation to appear before the Congregation Council. If for any reason, the pastor is unable to administer the admonitions
required by a. and b. hereof, the president (if not the pastor) or vice president shall administer such admonitions.
C15.02. The process for discipline of a member of the congregation shall be governed as
prescribed by this chapter. If discipline against a member proceeds beyond counseling and admonition by the pastor,
president or vice president, specific written charges against the accused member(s) shall be prepared by member(s) of
the congregation who shall sign the charges as the accuser(s). The written charges shall be filed with the pastor, who
shall advise the Congregation Council of the need to issue a written citation to the accused and the accusers
that specifies the time and place of the hearing before the Congregation Council. The written charges shall accompany
the written citation to the accused. A member charged with the offense shall appear before the Congregation Council
after having received a written citation, at least ten days prior to the meeting. If
the member charged with the offense fails to appear at the scheduled hearing, the Congregation Council may proceed
with the hearing and may pass judgment in the member’s absence.
C15.03. Members of the Congregation Council who participate in the preparation of the
written charges or who present evidence or testimony in the hearing before the Congregation Council are disqualified
from voting upon the question of the guilt of the accused member. Should the allegations be sustained by a two-thirds
majority vote of the members of the Congregation Council who are not disqualified but who are present and voting, and
renewed admonition prove ineffectual, the council shall impose one of the following disciplinary actions:
a. Censure before the council or congregation;
b. Suspension from membership for a definite period of time; or
c. Exclusion from membership in this congregation.
Disciplinary actions b. and c. shall be delivered to the member in writing.
C15.04. The member against whom disciplinary action has been taken by the Congregation Council shall have the right
to appeal the decision to the
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Congregation at a regularly scheduled congregation meeting and the decision of a majority of voting members present
and voting by secret ballot at such meeting shall be final.
C15.05. Disciplinary actions may be reconsidered and revoked by the Congregation
Council upon receipt of a) evidence that injustice has been done or b) evidence
of repentance and amendment.
C15.06. No member of a congregation shall be subject to discipline for offenses that
the Congregation Council has previously heard and decided.
C15.07. When there is a major disagreement among factions within this congregation on
a substantive issue that cannot be resolved by the parties, the Congregation
Council shall seek help from an agency that specializes in resolving conflict within a congregation. After consultation, the
matter will be referred back to the Congregation Council which shall call a special congregation meeting to present
recommendations accordingly and to decide the matter by a majority vote of voting members present at such meeting.
CHAPTER 16
BYLAWS
C16.01. This congregation may adopt bylaws. No bylaw may conflict with this constitution.
C16.02. Bylaws may be adopted or amended at any legally called meeting of this congregation with a quorum present
by a majority vote of those voting members present and voting.
C16.03. Changes to the bylaws may be proposed by any voting member provided, however, that such additions or
amendments be submitted in writing to the Congregation Council at least sixty (60) days before a regular or special
Congregation Meeting called for that purpose and that the Congregation Council notify the congregation’s members by
mail of the proposal with the Council’s recommendations at least thirty (30) days in advance of the Congregation
Meeting.
CHAPTER 17
AMENDMENTS
C17.01. This constitution may be amended in the following manner. Amendments may be proposed by at least ten (10)
percent of voting members or by the Congregation Council. Proposals must be filed in writing with the Congregation
Council sixty (60) days before formal consideration by this
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congregation at regular or special Congregation Meetings called for that purpose. The Congregation Council shall notify
the congregation’s members by mail of the proposal together with the council's recommendations at least thirty (30)
days in advance of the meeting.
C17.02. An amendment to this constitution, proposed under C17.01. shall:
a. be approved at a legally called Congregation Meeting according to this
constitution by a two-thirds vote of those present and voting;
b. have the effective date included in the resolution and noted in this
constitution.
CHAPTER 18
CONTINUING RESOLUTIONS
C18.01. The Congregation Council may enact continuing resolutions. Such continuing resolutions may not conflict with
the constitution or bylaws of this congregation.
C18.02. Continuing resolutions shall be enacted or amended by a two-thirds vote of all voting members of the
Congregation Council.
CHAPTER 19
INDEMNIFICATION
C19.01. Consistent with the provisions of the laws under which this congregation is incorporated, this congregation may
adopt provisions providing indemnification for each person who, by reason of the fact that such person is or was a
Congregation Council member, officer, employee, agent, or other member of any committee of this congregation, was or
is threatened to be made a party to any threatened, pending, or completed civil, criminal, administrative, arbitration, or
investigative proceeding.
B19.01.01 Christ Lutheran Church (CLC) shall indemnify and hold the CLC Congregation Council members and their
respective successors, officers, directors, employees, and agents harmless from and against any and all actions,
claims, losses, damages, liabilities, awards, costs, and expenses (including legal fees) resulting from or arising out of
any litigation which may arise in the performance of their duties. This congregation shall defend and settle, at its
expense, all suits or proceedings arising from such litigation, except where such are attributable to gross negligence or
willful misconduct of the member.
CHAPTER 20
EFFECTIVE DATE
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C20.01. This Constitution and Bylaws shall take effect immediately upon adjournment of the legally called and
conducted congregation meeting at it was adopted. Adoption of this Constitution and Bylaws shall automatically revoke
all Constitutions and Bylaws enacted by this congregation before October 9, 2011.
C.20.02. All officers and members of the Congregational Council holding office when
this Constitution and Bylaws is adopted by the congregation shall retain
their existing offices and their terms shall be extended automatically until the
next semi-annual meeting of this congregation.
FOUNDATION BYLAWS
CHRIST LUTHERAN CHURCH
32300 SCHOENHERR ROAD
WARREN, MICHIGAN 48092
Date Approved by CLC Congregation:
Bylaws of Christ Lutheran Church of Warren, MI are codified (numbered) to relate to the Constitution of Christ Lutheran
Church of Warren, MI. For example, the Christ Lutheran Church Foundation bylaw (C5.05.01) is the first bylaw for the
Constitution provision C5.05, Mission Endowment Fund.
B5.05.01 CHRIST LUTHERAN CHURCH FOUNDATION
Section I
NAME
The name of this religious and charitable foundation is: CHRIST LUTHERAN CHURCH FOUNDATION. (hereinafter
referred to as the FOUNDATION). The FOUNDATION is a mission endowment fund.
(For Definition of Terms see Section III)
Section II
PURPOSE OF THE FOUNDATION
The purpose of the Foundation is to provide for mission work beyond the operational budget of Christ Lutheran Church
Warren. This Foundation is formed and shall be operated exclusively for CHARITABLE PURPOSES which are approved
by CHRIST LUTHERAN CHURCH CONGREGATION COUNCIL subject to the limitations of these by-laws, specifically:
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A. To aid and complement CHRIST LUTHERAN CHURCH CONGREGATION COUNCIL (hereinafter referred to as
COUNCIL) in carrying out its objective, which is to unite the members of CHRIST LUTHERAN CHURCH (hereinafter
referred to as CHURCH) in the common confession, defense, and proclamation of faith in Jesus Christ as professed in
its Constitution.
B. To promote, solicit, and receive GIFTS from any DONOR and to hold and administer such GIFTS and to disburse
DISTRIBUTABLE FUNDS for such CHARITABLE PURPOSES as requested by the COUNCIL.
C. To provide, through adequate planning and foresight, a source of future DISTRIBUTABLE FUNDS that could assure
a continuing ministry by the CHURCH.
D. To provide financial assistance to the COUNCIL through GRANTS of DISTRIBUTABLE FUNDS and loans from
principal (LOAN).
Section III
DEFINITIONS
A. "FOUNDATION" means the CHRIST LUTHERAN CHURCH FOUNDATION.
B. "BOARD" means the governing Board of Governors of the FOUNDATION.
C. "CORPORATE TRUSTEE" means a financial institution designated by the BOARD to receive, accept, invest,
administer, and/or disburse assets of the FOUNDATION as directed by the BOARD.
D. "CHARITABLE PURPOSES " means those Christian religious, educational, or charitable purposes permitted to be
carried on by an organization that is exempt from Federal Income tax under Section 501(c)(3) of the Internal Revenue
Code of 1954, as amended, and those purposes for which, under the laws of the State of Michigan, property may be
held in trust free from the rule of perpetuities.
E. "DONOR" means the maker of any GIFT to or for the use of the FOUNDATION, whether as an individual, corporation,
partnership, trust, or any other person or organization.
F. "GIFT" means any donation or deposit made to the FOUNDATION, whether of money, or other property of any kind,
real, personal, or mixed, or any interest in property, whether made by delivery, grant, conveyance, payment, demise,
bequest, or any other method of transfer.
G. "DISTRIBUTABLE FUNDS" means the amount of increase (interest, dividends and appreciation) in value of all assets
during the prior calendar year, less administrative expenses of the FOUNDATION, and less the value of new GIFTS
received during the prior calendar year.
H. “LOANS” may be provided in the event of an emergency wherein COUNCIL would have cause to request loans, or
borrow monies from outside lending institutions. LOANS are repaid with interest rates, payment schedules, and other
conditions deemed by the BOARD to be in the best interests of the FOUNDATION and Christ Lutheran Church.
I. “GRANTS” are monies provided to the COUNCIL for a specific charitable purpose upon a request from the COUNCIL.
GRANTS are not repaid.
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Section IV
GIFTS AND DIRECTIONS
A. DONORS may make gifts to or for the use of the FOUNDATION by naming or otherwise identifying the FOUNDATION
as executor of the gift. The BOARD may designate a CORPORATE TRUSTEE(S) to hold, invest, administer, and
disburse the GIFT(S) in accordance with the provisions of this instrument and in accordance with the provisions of any
other instrument between the DONOR and the FOUNDATION.
B. The BOARD shall have possession, full control and management of all GIFTS received into the FOUNDATION.
C. The BOARD shall have the right to decline to receive any GIFT deemed not to be in the best interest of the
FOUNDATION, or to return a GIFT previously accepted, if subsequently found not to be in the best interest of the
FOUNDATION without liability or encumbrance of any sort.
E. The BOARD shall quarterly give an accounting to the COUNCIL, and to other persons as shall in the opinion of the
BOARD have a substantial interest therein, of income received and of other funds, if any, available as DISTRIBUTABLE
FUNDS. The BOARD shall submit a year-end statement showing receipts, disbursements and appreciation of assets for
the prior calendar year.
Section V
BOARD OF GOVERNORS
A. The BOARD shall consist of five (5) voting members of the CHURCH, excluding members of COUNCIL, but in the
event of a vacancy occurring, it may still function with a minimum of (3) members until additional members are appointed
by COUNCIL. Board members shall be appointed by the COUNCIL for a two (2) year term. Two of the members on the
Board will be appointed by COUNCIL in one year, the other members in the alternating year. Appointments to the Board
shall be made at the first regularly scheduled meeting of COUNCIL after a Congregational Meeting during which regular
elections of COUNCIL members has occurred. Terms shall begin at the time of appointment. Terms shall automatically
be reduced or extended if a Constitutional Amendment or Bylaw modification changes the election date of COUNCIL
members. Board members may serve more than one consecutive term. The alternating year appointments and
possibility of serving more than one consecutive term will provide continuity for the Board. The Pastor(s) shall be non-
voting advisory members of the BOARD. Vacancies due to resignation, death, incapacity, election or appointment to
COUNCIL, or because a member is no longer a voting member of the CHURCH shall be filled by appointment by the
COUNCIL at the earliest possible date.
B. BOARD members shall serve without compensation.
C. The BOARD shall have at least a President, a Vice-President, a Treasurer and a Secretary elected by vote of the
BOARD members at least annually or in the event of a vacancy.
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D. Members of the BOARD with authority to receive invest and disburse FOUNDATION assets shall be bonded in an
amount equal to the assets of the FOUNDATION.
E. The BOARD shall hold an annual meeting and such other meetings called by the President, or requested in writing by
at least (2) two members of the BOARD. All meetings shall be open. Notice of any meeting shall normally be given in
writing to each member of the BOARD at least (2) two weeks prior to the meeting date stating date, time, place and
purpose of the meeting. Emergency meetings may be held with less, though reasonable, notice. Notice of any meeting
of the BOARD shall, if possible, be published in the church bulletin once two (2) Sundays before the scheduled meeting.
F. A quorum shall consist of a majority of the voting members of the BOARD. All matters coming before the BOARD for
decision shall be decided by a majority of those members present and voting.
G. The BOARD shall maintain a proper written record of its meetings, resolutions, rules, regulations, business
transactions and accounts. These records shall be open for inspection and review by BOARD members, members of
the COUNCIL, and Pastors at all reasonable times.
H. The BOARD shall retain as a permanent record all requests for funds from COUNCIL, and all corresponding
responses made by the BOARD, for a period of (7) seven years. Said records shall be available for review to BOARD
members, COUNCIL members, and the Pastors at any reasonable time.
Section VI
POWERS AND RESPONSIBILITIES OF THE BOARD
A. In the administration of FOUNDATION property the BOARD shall have general administrative powers and authority.
(herein given, as well as, those powers conferred by statute or otherwise lawfully existing.) All GIFTS received shall be
administered and invested in any way deemed prudent and appropriate by the BOARD for conservation of principal and
to generate income for disbursement by the FOUNDATION. The BOARD shall not make any investment, which would
place more than the principal amount at risk
Without in any way limiting the foregoing the BOARD shall have the following powers and responsibilities:
1. To be reimbursed from FOUNDATION funds reasonable and verifiable expenses incurred as a BOARD member when
conducting business of the BOARD, as approved by the President, not exceeding such as may be allowed by law.
2. To protect the FOUNDATION and all property of the FOUNDATION, and the interest of the BOARD therein, from
attack of any kind and to uphold the validity of all GIFTS hereunder, testamentary or otherwise, and to make payment of
reasonable expenses, legal or otherwise, in connection therewith;
3. To organize corporations or other agencies as may be necessary or proper to carry out the purpose of the donor or
testator;
4. To appoint representatives to exercise the powers herein conferred, either discretionary or otherwise, and to pay
their reasonable compensation and expenses as approved by the BOARD.
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5. To select, change, substitute, contract with, and/or pay fees to a CORPORATE TRUSTEE if deemed to be in the best
interest of the FOUNDATION.
6. To limit allocation of funds as a GRANT for any single project, cause or expenditure in any one year to 50% of the
DISTRIBUTABLE FUNDS, except in circumstances deemed to be in the best interests of the FOUNDATION or the
congregation. Only requests for GRANTS presented by the COUNCIL shall be considered.
7. The BOARD shall rule promptly on any requests for GRANTS, and respond in writing within (30) days thereafter to
the President of the COUNCIL. The BOARD may grant each request in full or in part, or may conditionally grant each
request in full or in part as it deems to be in the best interest of the FOUNDATION or the congregation.
8. To limit allocation of GRANTS for any one purpose or project to a maximum of (3) consecutive years. Except where
specifically requested by a DONOR, continuation of a GRANT shall only be made after a request is submitted by the
COUNCIL and is reviewed by the BOARD as a new petition.
9. If during an emergency wherein COUNCIL would have cause to request loans, or borrow monies from outside lending
institutions, the COUNCIL with the consent of the Christ Lutheran Church Congregation shall be allowed to approach the
FOUNDATION for LOANS not to accumulate in excess of 50% of the assets of the FOUNDATION. Such loans may be
granted by the BOARD with interest rates and conditions deemed by the BOARD to be in the best interests of the
FOUNDATION and Christ Lutheran Church.
10. It is further provided that if any part of the DISTRIBUTABLE FUNDS for the year shall not be distributed, the balance
of the DISTRIBUTABLE FUNDS will be reinvested by the FOUNDATION for growth; in which event said sums shall be
deemed part of the FOUNDATION assets and shall thereafter be unavailable for distribution.
11. No BOARD member shall be held liable for losses associated with investments made on behalf of the FOUNDATION,
or for decisions made with regard to actions taken on behalf of the FOUNDATION, except where those actions or
decisions are made through gross negligence or willful misconduct. In the event that a BOARD member is involved in
litigation related to activities of the FOUNDATION the FOUNDATION shall make payment of, indemnify and hold
harmless such member for any judgments, legal expenses and court costs, except where such are attributable to gross
negligence or willful misconduct of such member.
Section VII
AUDITS AND REPORTS
A. The accounts of the FOUNDATION shall be audited or reviewed by an independent auditor recommended by the
BOARD and approved by COUNCIL, at such times as the BOARD or COUNCIL may determine, but at least annually.
B. The Treasurer of the BOARD shall be responsible for preparing at least annually a statement showing the receipts
and disbursements of income and principal for the preceding calendar year and an inventory of assets with book values
and a reasonable estimate of market value. The
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Treasurer of the BOARD shall also prepare such financial data as may be necessary for returns or reports required by
state or federal governments to be filed by the FOUNDATION.
C. Upon reasonable request of COUNCIL all audits, statements, lists, reports, and data used to prepare those audits
shall be made available for review to the COUNCIL, and to any CORPORATE TRUSTEE having an interest therein.
D. Two signatures of the BOARD are required on all checks written on behalf of the FOUNDATION.
E. Two signatures of the BOARD are required for any request to withdraw assets from any investment account.
Section VIII erroneously numbered Section IX in 2005 Bylaws
AMENDMENTS AND TERMINATIONS
A. This instrument may be amended at any time by vote of the Christ Lutheran Church congregation under provisions
found in Chapter 16 in the Constitution and Bylaws of Christ Lutheran Church, and for, but not limited to, the following
purposes;
1. To maintain federal income tax exemption for the FOUNDATION as a qualified organization; to maintain deduction of
gifts to the FOUNDATION for federal and state income, gift, and estate purposes for donors and their estates and in
such other respects, consistent with the purposes of the FOUNDATION.
2. In the event of dissolution of Christ Lutheran Church to direct transfer of all FOUNDATION assets to the
Congregation, to be disposed along with the other Congregation assets.
3. To direct transfer of all FOUNDATION funds to a successor entity organized exclusively for CHARITABLE PURPOSES
with provisions consistent with those of this instrument, including but not requiring employment of a CORPORATE
TRUSTEE as fiscal agent.
4. To terminate this FOUNDATION and arrange disbursement of assets.
5. To carry out any other purpose related to the FOUNDATION or the termination thereof.
B. A determination that any provision of this instrument is invalid shall not affect the validity of the remaining provisions.
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