Article 1 Care of Members
Article 2 Congregation Meetings
Article 3 Officers
Article 4 Congregation Council
Article 5 Congregation Committees
Article 6 Mission Endowment Fund
Calvary Lutheran Church of Del
Mar
Bylaws as of
September 14th, 2008
Article 1
1. Care of Members
1. The congregation will issue a letter or certification of transfer to another Lutheran congregation on a member’s request. Should a member, having moved to a distant community, fail to request a transfer, a Lutheran congregation in or near that community shall be notified.
2. A member who has elected not to fulfill the provisions of membership as described in Chapter C8.02 of the Constitution for one year shall be contacted by the pastor and/or representatives of the congregation towards restoring active membership. If, during the second year, the member does not respond, that member’s name shall be removed from the active member roster but retained on a responsibility list as a person for concern for another year.
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Article 2
1. Congregation Meetings
1. Each organization of the Congregation shall furnish a report to the Secretary 30 days before the annual meeting. The report will include the year’s activities, finances, and goals for the coming year. Congregation Members will receive a consolidated written report at the annual meeting which will include:
1. Pastor’s report
2. Program Staff reports
3. Treasurer’s report, forecast and proposed annual budget
4. Audit Committee’s report
5. Standing Committees’ (boards, task forces, etc.) reports
6. Mission Endowment Fund Committee’s report
7. Nominating Committee’s report
8. President’s report (a State of the "Congregation" report, especially concerning accomplishments and plans for achieving the Congregation’s purpose and mission)
2. The agenda for the annual Congregation meeting shall be prepared by the Executive Committee. Ten members may petition the Executive Committee to propose an agenda item. Agenda shall be posted 30 days prior to the meeting and close 10 days prior to the meeting. The agenda will include:
1. Opening worship
2. Secretary’s report (minutes and membership statistics)
3. Pastor’s report
4. Treasurer’s report
5. Elections
6. Adoption of budget
7. Mission Endowment Fund Committee Report
8. President’s report
9. Resolutions
10. Benediction
3. The annual meeting of the Congregation shall be held no later than the second week of February each year.
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Article 3
1. The President shall:
1. Provide guidance to the Congregation Council in fulfilling the Congregation’s Mission.
2. Prepare the agenda for Congregation and Congregation Council meetings.
3. In accordance with the Constitution Chapter 10.02 may call special meetings of the Congregation..
4. In accordance with the Constitution Chapter 18.03 and with the Secretary, sign approved Continuing Resolutions
5. Preside at all meetings of the Congregation, the Congregation Council, and the Executive Committee.
6. Coordinate the work of the Congregational Ministry Teams and be an ex-officio member without vote.
7. Carry out the will of the Congregation as ordered by the Constitution, Bylaws, and Resolutions of the Congregation.
8. Deliver an annual report to the Congregation.
9. Appoint an Audit Committee with the approval of the Congregation Council.
10. Appoint members of the Mutual Ministry Committee with the concurrence of the Senior Pastor.
11. Name delegates to the Synod and other conventions as required.
12. Execute, with the Secretary, letters of call on behalf of the Congregation.
13. Direct or delegate the duties as specified in the Personnel Policy and ensure that staff reviews (including Senior Pastor) are conducted in advance of budget preparation and at least once a year.
14. Appoint a parliamentarian at Congregation and Congregation Council meetings.
15. Appoint interim representation on Committees as needed.
16. Be a member of the Finance Committee.
2. The Vice President shall:
1. Perform the duties of the President in the President’s absence, incapacity, or at the President’s request.
2. Assume the office of the President in the event of the President’s resignation or death.
3. Serve as a member of the Mission Endowment Fund Committee as outlined in Article 6.4.2 to 6.4.13.
4. Serve as liaison to all special committees appointed by the Congregation.
5. Ensure that the intent and direction of the policy statements 2.5.3 Harassment and 2.5.4 Protection of Minors as published in our Policy and Procedures Manual Section 2 – Human Resources or their replacements be continuously and correctly implemented by all Staff, Directors, Congregation Councils, Committees and Ministry Teams.
3. The Secretary shall:
1. Record proceedings of the Congregation and Congregation Council; distribute copies to members.
2. Retain and codify secretarial records to be filed permanently in the church office; keep duplicate personal set of records which will be turned over to successor.
3. Keep attendance record of each Congregation Council meeting; advise President of absentees and their reason for absence.
4. Announce all Congregation and Congregation Council meetings and arrange for meeting places.
5. Maintain membership records; make roster of voting members available at each Congregation meeting; prepare directory of Congregation Council and Ministry Team members.
6. Assist President on agenda items, calling attention matters deferred or referred to Ministry Teamsfor further study and recommendations.
7. Maintain a register of Congregation and Congregation Council resolutions and policies; recommend closure when appropriate.
8. Execute, with the President, letters of call to pastors on behalf of the Congregation.
9. Be responsible for safekeeping of all official congregation documents (e.g. deeds, mortgages, articles of incorporation, constitution and bylaws, tax returns, etc.)
10. Compile and distribute the annual report to the Evangelical Lutheran Church in America.
11. Notify the Nominating Committee of all positionss to be filled by election and appointment at least 90 days prior to the annual Congregation meetings where elections are to take place.
12. In accordance with the Constitution Chapter 18.03 and with the President, sign approved Continuing Resolutions.
4. The Treasurer shall:
1. Ensure the accuracy of the financial procedures, records, and investments of the Congregation.
2. Render a monthly statement of income and expense compared to budget to the Congregation Council.
3. Deliver an annual financial report to the Congregation.
4. Be a member of the Finance Committee.
5. Ensure the accurate recording of all contributions, fees collected, gifts, and bequests received.
6. Ensure that each contribution is reconciled to the contributors’ records.
7. Ensure that quarterly statements are issued to contributors.
8. Ensure that individual giving records are kept confidential.
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Article 4
1. The Congregation Council duties and responsibilities are clearly defined in Chapter 12 of our Constitution. The following specific duties are included for elaboration.
1. Personnel (C12.07 and 12.08) - The Congregation Council or its delegate shall:
1. Secure necessary staff other than the Pastor and set their salaries.
2. Review staff salaries annually, including the Pastor, using Synod guidelines, and recommend adjustments to such salaries, when deemed appropriate, to the Congregation.
3. Develop and maintain written position descriptions and personnel policies for all staff.
4. Provide procedures for staff support and performance evaluation.
5. Provide for the service of an interim pastor in consultation with the synod bishop should the office of the Pastor be vacant.
6. Adopt office policies for the church and staff.
7. Develop and recommend the personnel policies of the Congregation for its pastoral, program, and support staff.
8. Ensure that adequate budgetary consideration be given to the need for Personnel Committee expenditures for recruitment advertising, human resources consultancy, human resources legal compliancy, and other needs that may arise.
2. Fiscal (C12.05) - The Congregation Council or its delegate shall:
1. Encourage Congregation Members of all ages to participate in proportionate biblical stewardship; recommend to the Congregation the Congregation’s proportion of income to be committed to the Evangelical Lutheran Church in America for support and benevolence.
2. Adopt and annually review a written audit procedure for both income-expense and balance sheet transaction; annually inspect all insurance policies for adequacy of coverage, and report findings to the congregation.
3. Prepare and propose to the Congregation for approval operational budget for the anticipated operational income and expenses of Calvary Lutheran Church; Prepare and propose to the Congregation for approval a capital budget for improvements and major repairs; review and accept or decline all offers of unsolicited gifts to the congregation.
4. Approve or reject all extra budgetary appeals for funds and fund-raising events.
5. Adjust allocation of funds should income fall short of expectations or expenses exceed budgeted amounts; provide for a reserve fund and determine an appropriate level of reserve to maintain therein.
6. Approve all depositories of Congregation operating, reserve and caretakers’ funds; consolidate all operating funds of the Congregation into the operating budget.
7. Provide a fidelity bond for individuals who have access to congregation funds.
8. Disbursements from the Caretaker’s Fund shall be processed through the regularly approved check request procedure and shall be reflected in the treasurer’s monthly report to the church council.
3. Financial Management (C12.05a-c) - The Congregation Council or its delegate shall:
1. Maintain the buildings and premises of the congregation including equipment and furnishings, keep a record inventory of physical assets, maintenance performed thereon, and estimated replacement date.
2. Approve of reject the use of congregation facilities by outside groups who have made written application to the Congregation Council, asses usage fees, and establish usage restrictions; only groups and activities compatible with the purposes of the congregation shall be granted approval for use of its facilities.
3. Prescribe a policy for building and premises security; inspect the premises regularly for the purpose of sound maintenance, safety, accessibility, insurance, and building code compliance.
4. Planning for the Future (C12.04a) - The Congregation Council or its delegate shall:
1. On an annual basis devise both short term and long term plans for the mission and ministry of the congregation, taking in to account changes within the staff, the congregation, the community and society at large.
5. Committees of the Church Council:
1. The Congregation Council may form other committees and task forces as the need requires from within or outside its membership.
2. Committee secretaries through the church office will furnish written minutes and resolutions for action proposed to the church council prior to the next regular council meeting.
2. It is the intention of the Congregation:
1. That an effective and responsive Congregation Council (C12.04.c – j) shall provide overall direction and ensure fiduciary responsibility.
2. That the Congregation Council encourages and supports all members to participate in the mission and ministries of this congregation.
3. That these ministries will be facilitated and led by a broad and growing number of Ministry Teams and appropriate sub-teams.
4. Therefore and within C12.01 of our constitution, the Congregation Council shall consist of the Senior Pastor, the four Officers, and four additional elected Congregation Councils Members.
5. To ensure adequate attention and focus to the historic marks that define our mission, the full Congregation Council after appropriate consultation may designate one or more Congregation Council member to any of the following:
1. Proclamation,
2. Teaching and Faith Formation,
3. Fellowship and Service,
4. Financial and Physical Support (see 4. Finance Committee below)
6. The duties of all Congregation Council members, in addition to those specified in Article 4.1.above, shall include advocacy for and coordination with all Ministry Teams.
7. The Congregation Council may form other Ministry Teams and / or Task Forces as needs and opportunities require from within or outside its membership.
8. Any Congregation Council member may convey activities of Congregation Council to and from any Ministry Team.
3. Ministry Teams:
1. The Congregation Council may consult as needed with the Senior Pastor, the Nominating Committee, and other Team members in appointing Congregation members to serve for a term of two years as Leader of their respective Ministry Team. Team Leaders may serve no more than three consecutive terms.
2. Team Leaders may not also serve concurrently on the Congregation Council.
3. All Ministry Team Leaders will be identified to the congregation in the Annual Report with biographies and recognition of the valued service they perform and shall be installed at regular Worship services the same as all elected leadership.
4. After attempting to resolve issues in consultation with the Team Leader and the Senior Pastor, the Congregation Council may remove and replace a Team Leaders who has repeatedly under performed their duty or disregarded the agreed upon vision and desired outcomes established in the joint meetings of the Ministry Team Leaders and the full Congregation Council.
5. Each Team Leader, in consultation with the Senior Pastor, may select their team members and establish sub-teams as needed.
6. Team Leaders will share written meeting minutes to all other Team Leaders, Congregation Council members and the church office on a monthly basis.
7. Each Team Leader shall be in charge of their team’s task performance and usage of their approved budget and are encouraged to pursue their Ministry’s contribution to the Mission of our congregation. Budgets are subject to change based on the financial condition of the church and / or a strategic change in our focus. Affected Ministry Team Leaders will be consulted before a revised budget is formulated by the Finance Committee.
8. Ministry Team Leaders may present proposals for action by requesting, through the President, a place on the agenda of any regularly scheduled Congregation Council meeting. Team Leaders may also communicate proposals for actions through any Congregation Council member as their advocate.
9. Annually there are to be a minimum of two joint meetings consisting of all Ministry Team Leaders and the full Congregation Council. A joint meeting is to be held no later than the beginning of the second and fourth quarters. These joint meetings shall include, but are not limited to:
1. Reviewing our mission and long-range plans
2. Evaluating our performance to the desired outcomes that define our success
3. Setting new near term goals and desired outcomes in support of our mission
4. Providing awareness of the financial requirements in advance of needs
10. The results of these joint meetings are to be made public to the entire congregation through whatever effective means of communications are available.
11. Ministry Teams can be reorganized and reassigned, through Continuing Resolutions, by a majority vote at a Congregation meeting or a two-thirds vote of the Congregation Council (C18.02) and currently consist of the following:
1. The Worship Team shall provide for an active and meaningful worship life for every member of the congregation, giving special attention to the liturgical year.
2. The Music & Arts Team shall plan and lead all musical programs
3. The Evangelism Team shall plan and lead the evangelical outreach of the congregation, a high priority for the congregation.
4. The Social Ministry Team (church and society, social concerns) shall plan and lead the social outreach of the congregation with needs assessment, education, service, and direct or indirect action programs.
5. The Christian Education Team shall offer learning opportunities for members of all ages to nurture their faith in Christ; supervise the Sunday school and/or day school.
6. The Youth and Family Team shall plan and provide activities and programs for individuals between the ages of five and eighteen and families including providing activities and programs for learning, fellowship, and service through social ministry.
7. The Fellowship Team shall plan and provide activities and programs for Christian fellowship among members, prospective members, and friends of the Congregation.
8. The Stewardship Team shall lead the congregation to be biblical stewards through proportionate giving of time, abilities, and money as they have been given. The Stewardship Team Leader is a member of the Finance Committee.
9. The Property Management Team shall manage the buildings and property of the Congregation. The Property Team Leader is a member of the Finance Committee.
4. Finance Committee
1. The Finance Committee consists of the President, the Treasurer, the Stewardship Team Leader, the Property Team Leader, and one Congregation Council member appointed annually by Congregation Council.
2. Members must all be members in good standing of Calvary Lutheran Church
3. A Chairperson and a Secretary shall be elected, excluding the President, at the first regular meeting of the Finance Committee following each regular annual Congregation Meeting, to serve until the next regular annual Congregation Meeting.
4. The first regular meeting of the Finance Committee each year shall be called by the Congregation Treasurer, who shall serve as Chairperson until a Chairperson is elected, and for the purpose of electing a Chairperson only.
5. The Congregation President shall serve as Chairperson in the event the Chairperson is temporarily unable to fulfill the office of Chairperson.
6. Vacancies on the Committee will be filled by Congregation Council appointment
7. A majority vote is required for recommendations to Congregation Council.
8. The members of the Finance Committee may be removed from the Committee upon a 2/3 vote of Congregation Council.
9. The Finance Committee shall meet monthly in advance of Congregation Council to review Budget to Actual and form any recommendations to Congregation Council.
10. The Finance Committee shall supervise the budget preparation process of the Congregation.
11. The Finance Committee shall recommend written financial policies and procedures for cash management, recording, investing, and expending operating resources of the Congregation.
12. The Finance Committee shall maintain and revise written audit procedure recommendations to the Congregation Council
13. The Finance Committee shall coordinate their activities with the activities of the Stewardship and Property Teams
14. The Finance Committee shall be responsible for the timely implementation of all financial plans and projects as approved by Congregation Council.
15. The Finance Committee shall report to the Congregation, at least quarterly by appropriate means, on the status of our Financial plans to actual and project progress.
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Article 5
1. The Congregation Committees
1. General
1. Members of the Congregation Council shall be Members of this Congregation.
2. The Nominating Committee shall:
1. Be convened by the Pastor as advisor, who shall attend no further meetings; elect a chairperson from their midst who will call and preside at subsequent meetings.
2. The first meeting of the Nominating Committee shall be held no later than 90 days before the annual meeting of the Congregation.
3. Nominate one or more candidates for each office to be filled.
4. Ask candidates to serve the full term of office if elected.
5. Announce the nominees and their qualifications to the Congregation with the notices of the regular or special congregation meeting.
6. Accept any nominations from the floor providing that the nominee is present at the meeting to deliver qualifications and consent to serve.
7. Provide nominations for:
1. Church officers; President, Vice President, Secretary, and Treasurer;
2. Congregation Council Members;
3. Mission Endowment Fund Committee Members;
4. Nominating Committee Members;
5. Other Offices which may be specified in these Bylaws as revised.
8. Provide potential nominees with appropriate information outlining responsibilities of the position to which they are being asked to serve.
9. Maintain an awareness of and recommend to the Congregation Council those members in good standing that have gifts they are willing to share as Ministry Team Leaders.
3. The Audit Committee shall:
1. Audit the financial books and procedures prior to the annual meeting of the congregation and also at least once during the year without prior announcement.
2. Follow the written audit procedure adopted by the Congregation Council.
3. Report their findings to the Congregation in writing and include them with the annual report, signed and dated by each member of the committee.
4. Have as Chair its senior member who shall convene the committee no later than March 15 each year for its first meeting in order to set a date for the first audit of the year.
4. The Mutual Ministry Committee shall:
1. Meet at least quarterly or on notice of any Member of the Mutual Ministry Committee or the Pastor.
2. Not elect a chairman or secretary; there being no reports or minutes maintained.
3. Provide support for the Pastor as specified in the Pastor’s letter of call. Including such matters as housing, health, continuing education, pensions, salaries, communications, etc.
4. Listen to concerns of Members of the Congregation regarding leadership and performance of the Pastor and Staff and bring needed concerns to the Congregation Council.
5. The Executive Committee of the Congregation Council shall:
1. Prepare an agenda for annual and special Congregation meetings and for Congregation Council meetings.
2. Act as personnel committee of the Congregation Council in the absence of a separate committee for that purpose.
6. The Call Committee shall:
1. When a pastoral vacancy occurs. Notify the Synod Bishop, who will assist them in providing interim pastoral service and the call process.
2. Study the congregation’s mission and pastoral needs; share results with the Synod office.
3. Gather descriptive information about the Congregation, e.g. history, picture of church building, directory, map, congregation reports, annual report, etc.
4. Receive recommendation of nominees from the Synod Bishop or District Call Committee or other referral for study.
5. Evaluate pastoral candidates by interview and other means; furnish information about the Congregation and its mission to each candidate.
6. Recommend one candidate to the Congregation at a special meeting called for that purpose.
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Article 6
1. The Mission Endowment Fund
1. Name
1. Calvary Lutheran Church shall have a Congregation Mission Endowment Fund (hereinafter called the "Mission Endowment Fund"). The Mission Endowment Fund shall be called THE CALVARY LUTHERAN CHURCH MISSION ENDOWMENT FUND.
2. The Mission Endowment Fund shall be administered by a committee hereinafter call the "Fund Committee"). The Fund Committee shall be called the CALVARY LUTHERAN CHURCH MISSION ENDOWMENT FUND COMMITTEE.
2. Purpose
1. General: The purpose of the Mission Endowment Fund is to encourage the Members of Calvary Lutheran Church to give and the Congregation of Calvary Lutheran Church to receive gifts and bequests and to use them to enhance the mission outreach of Calvary Lutheran Church and the Evangelical Lutheran Church in America (ELCA) apart from the general operation of the congregation.
2. Types of Funds:
1. Perpetual Fund: The Perpetual Fund will receive all donations, gifts and contributions above and beyond regular offerings, which are not to be included in the Memorial Fund or the Designated Fund. The Perpetual Fund shall not be included in the operating fund of the church, in the Memorial Fund or in the Designated Fund, and the principal of the Perpetual Fund shall be held in perpetuity except as hereinafter expressly provided otherwise.
2. Memorial Fund: The Memorial Fund will receive donations, gifts and contributions above and beyond regular offerings, which are in memory of a deceased individual or individuals. The Memorial Fund shall not be included in the operating fund of the church. All donations, gifts and contributions made to the Memorial Fund shall be distributed into the Perpetual Fund, unless such donations, gifts and contributions are designated by their donor or by the family of the deceased for a particular purpose, in which case such donations, gifts and contributions made to the Memorial Fund shall be immediately distributed into the Designated Fund.
3. Designated Fund: The Designated Fund will receive donations, gifts and contributions above and beyond regular offerings, which are designated by their donor for a particular purpose. The Designated Fund shall not be included in the operating fund of the church, and the principal of the Designated Fund shall be distributed to the Congregation Council upon request for immediate expenditure consistent with the spirit and intent of the donor’s designation. The Fund Committee shall not distribute the principal of the Designated Fund in a manner inconsistent with the spirit and intent of the donor’s designation.
4. The Fund Committee shall receive donations, gifts and contributions only if the purpose for which such donations, gifts and contributions are received is approved by the Congregation Council or its designee.
5. The Congregation Council may, at its election, maintain a list of approved purposes for which donations, gifts and contributions may be received into the Designated Fund.
6. At least annually the Fund Committee shall review all donations, gifts and contributions in the Designated Fund and the designations of such funds. Upon such review, the Fund Committee shall determine whether the designations made have lapsed, either because the purpose designated is no longer appropriate or because the amount of such donation, gifts or contributions is insufficient to achieve the designated purpose.
7. For any donations, gifts or contributions in the Designated Fund for which the Fund Committee determines the designations have lapsed, the Fund Committee shall request the donor/designator re-designate a particular purpose that is approved by the Congregation Council.
8. In the event the donor/designator is no longer a member of Calvary Lutheran Church, such donation, gift or contribution for which the designation has lapsed shall be distributed to the Perpetual Fund.
9. In the event the donor/designator fails to within a reasonable period of time re-designate a particular purpose approved by the Congregation Council, such donation, gift or contribution for which the designation has lapsed shall be distributed to the Perpetual Fund.
10. All funds or property received together with its income shall be held, managed, administered and paid out by the Fund Committee, consistent with the terms and provisions herein.
11. All funds and property in the Perpetual Fund, Memorial Fund and Designated Fund shall be kept and maintained separate from, and never commingled with, the funds and property otherwise belonging to the church.
12. All funds and property in the Perpetual Fund, Memorial Fund and Designated Fund shall be kept and maintained separate from, and never commingled with each other.
13. The Fund Committee shall at times maintain records that accurately reflect the receipts and disbursements properly allocable to the Perpetual Fund, the Memorial Fund and the Designated Fund.
14. Conforming to IRS codes the Fund Committee may accept gifts, donations or contributions subject to the directions of the donor to pay the income or allow the enjoyment to individuals (including the donor) for life or for a term of years.
3. Fund Distribution:
1. The Fund Committee shall receive , hold, collect, manage, sell, invest and reinvest any property, or other proceeds at any time forming any part of the Perpetual Fund, The Memorial Fund or the Designated Fund.
2. The Fund Committee shall distribute income from the Perpetual Fund at such time or times and in such amounts as they may determine, for the purposes set forth below.
1. Community Outreach: A minimum of 20% of the income from the Perpetual Fund available for distribution shall be used for outreach into the community as an expression of our membership in and responsible partnership with the community in meeting the needs of all its citizens. Such outreach may include, but not be limited to, community charitable organizations and youth programs, families or individual emergencies outside Calvary Congregation, assistance to homeless persons, Tijuana projects and housing, and Lutheran Social Services. In this way we will seek to let the light of Christ’s love shine in our community in special ways so that all may know of our congregation’s commitment to express Christ’s compassionate love.
2. ELCA Ministry Opportunities Nationally and Worldwide: A minimum of 20% of the income from the Perpetual Fund available for distribution shall be used for the ministries of the ELCA at the synod, national, and international levels. Such ministries may include but not be limited to grants to the ELCA for new mission development, world hunger relief, disaster relief, assistance to other Lutheran congregations, world missions and Lutheran senior communities.
3. New Ministry of the Perpetual Opportunities within our Congregation: A minimum of 20% of the income from the Perpetual Fund available for distribution shall be used for religious, educational and charitable work within Calvary, including but not limited to scholarships, seminary student support, interns, start-up cost of new program ministries and/or staffing (including salaries for a maximum of 12 months), new material or equipment, capital improvements (a dollar for dollar matching basis with Members of the Congregation is recommended), family or individual emergencies within the Calvary Congregation, or other opportunities within the Congregation that will encourage Christian growth in faith, fellowship, service or outreach.
3. Income in the Perpetual Fund, the Memorial Fund and the Designated Fund is defined as interest and dividends. Any gains in the funds as a result of appreciation will not be included as income.
4. Any income from the Perpetual Fund not distributed within 12 months after the end of the calendar year in which it was earned shall be added to and become part of the principal of the Perpetual Fund and shall be held in perpetuity except as provided for herein.
5. Notwithstanding the provisions hereof, no income shall be distributed from the Perpetual Fund for any purpose until the principal in the Perpetual Fund Exceeds $100,000.00.
6. Spending Plan: The Fund Committee shall at the beginning of each year adopt a written spending plan that falls within the guidelines of the objectives set forth herein. This spending plan is to be structured by the Fund Committee to provide a frame work for the current fiscal year, but in no means is an absolute. The Fund Committee will have the power to deviate from the plan when it is seen as prudent and to the extent such action is consistent with the provisions and objectives set forth herein.
4. The Fund Committee:
1. General: The Fund Committee shall promote and manage the Mission Endowment Fund. Any agreement entered into for the management of the Mission Endowment Fund, or portions thereof, shall be valid only if approved by the Fund Committee. The Fund Committee shall meet at least quarterly at a time fixed by resolution thereof. Special meetings may be called on a 24-hour notice to all members of the Fund Committee by the chairperson or any two (2) of its members.
2. Members: The Fund Committee shall consist of seven voting members. Six of the members shall be elected at the regular annual meeting of the congregation, and one of the members shall be the Congregation Vice President.
3. The members of the Fund Committee, except for the Congregation Vice President, shall be Members of Calvary Lutheran Church elected to serve a three year term on the Fund Committee, except that upon approval of these bylaws, the Congregation shall elect members such that two members to serve three year terms, two members serve two year terms, and two members serve one year terms.
4. Vacancies, except for in the office of Congregation Vice President, shall be filled by the Fund Committee electing a Member of the Congregation to serve on the Fund Committee until the next regular annual Congregation Meeting. At the next regular annual Congregation Meeting, the Congregation shall elect a member to serve the remainder, if any, of the term remaining for which the vacancy was created.
5. Members of the Fund Committee may not serve more than two consecutive terms. For purposes of determination of eligibility, an individual has completed a term of office only if that individual is elected to that office at the annual congregation meeting. No individual shall serve more than on term or parts of consecutive terms in any one office without being elected to that office by the congregation.
6. Except for the Congregation Vice President, no member may serve simultaneously on the Congregation Council and on the Fund Committee.
7. Each member of the Fund Committee must be a Member in good standing of Calvary Lutheran Church of Del Mar.
8. The Senior Pastor of the church shall be an ex-officio no-voting member of the Fund Committee.
9. Voting: Except as otherwise provided the Fund Committee shall act by vote of a simple majority of the total number of voting members then serving on the Fund Committee. In all instances where decisions are to be voted upon by the Fund Committee there must be a quorum present.
10. Officers: The Fund Committee shall elect a Chairperson, Vice Chairperson, Secretary and Treasurer of the Fund Committee.
11. The Chairperson, Vice Chairperson, Secretary, and Treasurer shall be elected at the first regular meeting of the Fund Committee following each regular annual Congregation Meeting, and shall serve until the next regular annual Congregation Meeting following their election, except as provided for herein.
12. The first regular meeting of the Fund Committee each year shall be called by the Congregation Vice President, who shall serve as Chairperson until a Chairperson is elected, and for the purpose of electing a Chairperson only. The elected Chairperson shall assume office immediately upon election, and shall immediately upon assuming office call for the election of the Vice Chairperson, Secretary and Treasurer.
13. Except as otherwise provided for herein, the Congregation Vice President shall not serve as an officer of the Fund Committee.
14. The officers of the Fund Committee may be removed from their office, i.e., Chairperson, Vice Chairperson, Secretary or Treasurer upon a 2/3 vote of the entire number of members on the Fund Committee.
15. The Vice Chairperson of the Fund Committee shall serve as Chairperson in the event the Chairperson is temporarily unable to fulfill the office of Chairperson.
16. Conflicts of Interest Prohibited: No member of the Fund Committee shall have any pecuniary interest, nor receive or derive compensation or pecuniary gain or profit, either directly or indirectly, from the Mission Endowment Fund’s activities, property, funds or investments. However members of the Fund Committee may be reimbursed for any actual or necessary out-of-pocket expenses incurred in maintaining the fund.
17. Operating expenses of the Fund Committee shall be provided through the operating budget, with extra budgetary appeals for funds being submitted to the Congregation Council as provided herein.
18. Nomination of Members: The Nominating Committee shall nominate Members of Calvary Lutheran Church to serve on the Fund Committee for each position on the Fund Committee for which a member’s term is expiring, and for each position for which a vacancy has been created since the previous regular annual Congregation Meeting with an unexpired term remaining.
19. Removal: The Congregation by a two-thirds vote of those present at a duly constituted Congregation meeting, may remove any member from the Fund Committee with or without notice by appointing a successor for such member to fill the remainder of the member’s term
5. Duties:
1. The Fund Committee shall manage and invest the funds received by and into the Fund; collect and deposit income there from; make distributions in accordance with the objectives and provisions of this instrument; and pay expenses which are necessary and related to such administration.
2. The Fund Committee shall at least annually at the Annual Congregation Meeting render to the Congregation a complete accounting of the administration of the Mission Endowment Fund during the preceding year.
3. The Fund Committee is to inform the Members of the congregation of the purpose of the fund and may periodically arrange for members of the congregation to meet with professional counselors in the areas of charitable giving, wills, bequests, insurance, etc.
4. Each Member of the Fund Committee shall become acquainted with the function and purpose of the Mission Endowment Fund and shall be provided a copy of the Constitution and Bylaws and Calvary Lutheran Church.
5. The Fund Committee shall establish operating policies for the Mission Endowment Fund. Such policies shall be void to the extent they conflict with the Constitution or Bylaws of Calvary Lutheran Church.
6. Investment Powers:
1. Powers: In the administration of these funds the Fund Committee shall have all powers and authority necessary or appropriate to carry out the purposes of this Mission Endowment Fund and without limiting the generality of the foregoing, shall have the following powers and authority:
1. To take, have, hold, sell, exchange, rent, lease, transfer, convert, invest, reinvest and in all other respects to handle, manage and control, the funds and property of the Mission Endowment Fund, or any part thereof, as they in their judgment and discretion shall deem wise and prudent;
2. To retain any property in the form in which received; to convert and reconvert the funds and property of the Mission Endowment Fund, or any part thereof, into other kinds and forms of property, real, personal or mixed, and to invest or reinvest the fund or assets herein, or any part thereof, as they shall deem wise and prudent, including in such common or preferred stocks, bonds, debentures, mortgages, notes or other securities, investments or property (whether real, personal or mixed) that they in their absolute discretion may select or determine, and including, without limitation, savings and loan association, or in any common trust fund, mutual fund, or any like fund, subject to the usual standards of prudence required of trustees of similar funds and within the guidelines of the investment policy statement;
3. To receive the income, profits, rents and proceeds of the Mission Endowment Fund, and to collect and receipt for the same;
4. To make, execute and deliver all instruments necessary or proper for the accomplishment of the accomplishment of the purpose of the Mission Endowment Fund of any of the foregoing powers, including deeds, bills of sale, transfers, leases, mortgages, assignments, conveyances, contracts, purchase agreements, waivers, releases and settlements;
5. To determine what is principal or income in accordance with recognized trust accounting; and
6. To employ and reasonably compensate accountants, agents and attorneys in and about the execution of the Mission Endowment Fund without liability for their omissions or neglect, but using reasonable care in their selection, and to rely with acquaintance on advice of persons so employed.
2. Life Insurance: The Fund Committee may use the funds of the Mission Endowment Fund in taking out, acquiring (by assignment or otherwise) and/or maintaining life insurance on the lives of any persons, provided the proceeds of such policies, or some part thereof, are payable to the Perpetual Fund, either immediately upon the death of the insured (or other maturity date) or subsequent thereto.
3. Liability: The Fund Committee shall not be liable for any losses which may be incurred upon investments of the Mission Endowment Funds except to the extent that such losses shall have been caused by the bad faith or gross negligence of the Fund Committee. No member of the Fund Committee shall be personally liable as long as he or she acts in good faith and with ordinary prudence in discharging his or her office. Each member of the Fund Committee shall be liable only for his or her own willful misconduct or omissions in bad faith. No member of the Fund Committee shall be liable for the acts or omissions of any other member, or of any accountant, agent, counsel or custodian selected with reasonable care.
4. Investment Policy and Monitoring Statement. The Fund Committee shall make their investment decisions and monitor their investments, based on what they deem prudent and based on the investment policy statement adopted by the Congregation. This statement will address the issues of how investment selection is made, a monitoring process, risk tolerances, and other criteria deemed necessary to administer the Mission Endowment Fund. The investment policy statement may be modified at any time in writing and by a two-thirds approval of the Congregation at a duly constituted Congregation Meeting.
5. Compensation. The members of the Fund Committee shall not receive any compensation, but may be reimbursed for reasonable costs incurred in the administration of the Mission Endowment Fund from the operating fund of the church.
6. Accounting. The Fund Committee, at each annual meeting of the church membership shall render to the church an account of their administration of the Mission Endowment Fund during the preceding year. In addition, the Fund Committee shall endeavor to maintain a high degree of communication with the Church Council, other organizations and committees within the church, and the Members of the Congregation in order that needs be properly assessed and the total life and mission of the church be nurtured.
7. The Audit Committee shall:
1. Audit the financial books and procedures of the Fund Committee immediately prior to the regular annual Meeting of the Congregation, and also once during each year without announcement.
2. Follow the written audit procedure adopted by the Congregation Council.
3. Report their findings to the congregation in writing in the annual report to the Congregation. Such findings shall be signed and dated by each member of the Audit Committee.
8. Fiscal Year: For tax accounting, distribution and all other purposes, the fiscal year of the Mission Endowment Fund shall be the same as the fiscal year of Calvary Lutheran Church. After end of each fiscal year, at the regular annual Congregation Meeting, and at other times deemed appropriate, the Fund Committee shall produce an itemized written accounting of all receipts, disbursements, earning, and losses from the Mission Endowment Fund.
9. Duration: In the event that Calvary Lutheran Church ceases to exist, any funds or property available for distribution shall be distributed in the manner prescribed by this document. Any remaining assets, including the principal of the Perpetual Fund, if any, shall be distributed to such Christen funds, organizations, churches or other entities as approved by a majority vote at a special Congregation Meeting called for such purpose. The Fund Committee shall recommend a spending plan to the Congregation for distribution of such remaining assets, and shall administer the disbursement of such remaining assets in accordance with the Congregation approval.
10. Amendments: No amendment to these Bylaws shall be effective to cause a designated gift to be administered or applied in a manner that is inconsistent with the designation of such gift.
11. Definitions: Following are definitions of terms that are to be used in the handling of the Mission Endowment Fund unless otherwise specified in this continuing resolution.
1. Majority vote: unless otherwise specifically stated in this document, all votes of the Fund Committee shall require a simple majority, in which a measure must receive more than 50% vote of the total number of voting members then serving on the Fund Committee. A tie or less than 50% vote will defeat a measure.
2. Quorum: For all meetings a quorum will be defined as at least 4 voting members of the Fund Committee.
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Approved at the Annual Meeting
of the Members of Calvary Lutheran Church on January 19, 1997.
Frederick Hein, Congregation President Allen Ryan, Congregation Secretary
Resolution to amend the Bylaws
establishing the Mission Endowment Fund approved 1/21/1996 has
been incorporated.
Resolution to amend the Bylaws
defining the "Term of Office" approved 1/24/1999 has been
incorporated.
Resolution to amend the Bylaws
clarifying certain sections of Articles 2, 4 and 5 approved
1/30/2005 has been incorporated.
Resolution to amend the Bylaws
clarifying Articles 6.3 approved 9/23/2007 has been incorporated.
Resolution to amend the Bylaws
clarifying Articles 6.2.2, 6.2.6, 6.2.7, 6.2.8, 6.2.9 and 6.6.11.2 approved
1/27/2008 has been incorporated.
Resolution to amend the Bylaws
Articles 3, 4 & 5 approved 9/14/2008 has been
incorporated.
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