Constitution and Bylaws

CONSTITUTION 

PREAMBLE

It is the will of our Lord Jesus Christ that His disciples should preach the Gospel to the whole world (Mark 16:16, Matthew 28:18-20, Acts 1:8) and that Christ’s mission for His church might be carried out according to His will. He has commanded that Christians unite in worship (Hebrews 10:24-25), practice fellowship with one another (Acts 1:8, Matthew 28:18-20), and serve the needs of all men in Christian love (Ephesians 4:7-16, Mark 10:42-44, John 13:35, Galatians 6:10). Christians are also to administer the Office of the Keys as His church (John 20:21-23, Matthew 18:15-20) and to maintain decency and order (1 Corinthians 14:40) in the church.

We, members of Evangelical Lutheran Trinity Church of El Paso de Robles, accept and subscribe to the following Constitution and By-Laws, in accordance with which all spiritual and material affairs of our congregation shall be governed.

ARTICLE I.       NAME

The name of this congregation shall be EVANGELICAL LUTHERAN TRINITY CHURCH of EL PASO DE ROBLES. This congregation is also known as TRINITY LUTHERAN CHURCH, PASO ROBLES, CALIFORNIA.

ARTICLE II.     MISSION

The mission statement of Trinity Lutheran Church is:

“Therefore go and make disciples of all nations, baptizing them in the name of the Father and of the Son and of the Holy Spirit, and teaching them to obey everything I have commanded you.”  Matthew 28: 19-20 (NIV)

ARTICLE III.   CONFESSIONAL STANDARD

  1. This Congregation accepts and acknowledges all the canonical books of the Old and New Testaments as the verbally inspired and revealed Word of God, and all the Symbolical Books of the Evangelical Lutheran Church, contained in the Book of Concord of the year 1580, as a correct presentation and a true exposition of Christian doctrine drawn from the Holy Scriptures, namely:
  2. The Apostolic, the Nicene, and the Athanasian Creeds
    1. The unaltered Augsburg Confession
    2. The Apology of the Augsburg Confession
    3. The Smalcald Articles
    4. Luther’s Small and Large Catechisms
    5. The Formula of Concord
  3. No doctrine or practice in conflict, or inconsistent with the above rules, norms, and authority of our faith and life shall be taught or tolerated in the congregation.

ARTICLE IV.    SYNODICAL MEMBERSHIP

This Congregation shall be affiliated with The Lutheran Church—Missouri Synod so long as the confessions of said Synod conforms to the confessional standard set forth in Article III of this Constitution. This Congregation shall, to the best of its ability, collaborate with said Synod and assist it in effecting all sound measures intended for the building up of the Kingdom of God.

 

ARTICLE V.      MEMBERSHIP

There shall be three classifications of membership: baptized, confirmed, and voting.

 

ARTICLE VI.    OFFICE OF THE PASTOR

The pastoral office shall be conferred only on such a pastor or candidate who professes and adheres to the confessional standard set forth in this Constitution, who is qualified for his work, who has been endorsed by the Synod, and who is a member of the Synod.

 

ARTICLE VII.   AUTHORITY OF THE CONGREGATION

  1. The Congregation, through the Voters Assembly, shall administer and manage all substantive powers, external and internal, in the Church. This Congregation shall be represented by, and administer all of its affairs through, the Mission and Ministry Council.
  2. Congregational Officers and the Mission and Ministry Council, whether elected or appointed, shall exercise only that authority delegated to them by the Bylaws of the Congregation.

 

ARTICLE VIII. PROPERTY RIGHTS

  1. All property of this Congregation shall be held in the corporate name as stated in Article I.
  2. If at any time a separation should take place on account of doctrine, the property of the Congregation and all benefits therewith connected shall remain with those members who continue to adhere in confession and practice to Article III of this Constitution. In the event the Congregation should totally disband, all property shall be disposed of by the final Congregational meeting for the payment of debts, and any and all surplus, after due settlement of just claims against the Congregation, shall be conveyed to and become the property of the California-Nevada-Hawaii District of the Lutheran Church—Missouri Synod, or its successor.

 

ARTICLE IX.    QUORUM

All members present at a properly called meeting shall constitute a quorum.

 

ARTICLE X.      AMENDMENTS

Amendments to this Constitution shall be made in writing to the Mission and Ministry Council at least 60 days prior to a vote on such amendment. Amendments shall be announced and distributed to the Congregation. They will be presented to a Congregational Voters Assembly 30 days prior to action. A two-thirds vote of the quorum is necessary for passage. Such amendments shall become effective upon approval by the California-Nevada-Hawaii District committee on constitutional matters.

BYLAWS[1]

ARTICLE I.   MEMBERSHIP

  • General

Membership in this congregation shall consist of all persons who have met the qualifications for membership and are listed on the membership roll.

  • Membership

The membership of this Congregation includes baptized, confirmed and voting members. The admission of new members and termination of membership shall be as set forth in these Bylaws. The types and duties of membership are as follows:

  1. Baptized Members

Baptized Members are all persons within the Congregation who have been baptized in the name of the Triune God, whether children or adults, and come under the pastoral care of this Congregation. It is expected that all baptized members:

  1. Attend worship services faithfully and regularly;
  2. Lead a Christian life as taught in Galatians 5:19-26;
  3. Out of Christian love, submit to brotherly admonition, according to Matthew 18, when having erred or offended;
  4. Contribute, as God has blessed them of their time, talents and treasure toward the maintenance of the Congregation and the extension of the Congregation at large;
  5. In due time, take a course of instruction in preparation for confirmed membership in this Congregation; and
  6. Are not members of any organization that conflicts with the Word of God.
  1. Confirmed Members

Confirmed Members are all baptized persons within the Congregation who have met the criteria established by the Senior Pastor for confirmed membership. In addition to the duties of baptized members, it is expected of all confirmed members that they:

  1. Accept all Canonical Books of the Old and New Testaments as the only divine rule and standard of faith and life;
  2. Familiarize themselves with the doctrines of the Congregation, as set forth in the Luther’s Small Catechism and declare acceptance of them;
  3. Partake of the Lord’s Supper at least one time per calendar year;
  4. Provide for the Christian training of their children by making use of the educational resources of the congregation; and
  5. Submit willingly and cheerfully to the policies already made or still to be made, provided such policies do not conflict with the Word of God.
  1. Voting Members

All confirmed members who are at least 18 years of age may vote in this congregation.

  1. Voting Rights of Members

Each Voting Member is entitled to one vote on each of the matters listed below. Voting by proxy is prohibited. The following matters may only be decided by the Voters at a duly called Voters Assembly:

  1. The annual budget of the congregation;
  2. The selection of the Mission and Ministry Council.
  3. The approval of the Annual Ministry Plan to accomplish the Ends Statements;[2]
  4. The disposition of all or substantially all of the assets of the Congregation;
  5. The merger or dissolution of the Congregation;
  6. The acquisition of real property and related indebtedness;
  7. The disposition of funds restricted or designated by the Voters;
  8. Amendments to the Articles of Incorporation, Constitution, or Bylaws of the Congregation; and
    1. The calling or removing of the Senior Pastor.
  9. Termination of Membership

Members may be removed from the Congregation’s roll by the Senior Pastor for the following reasons:

  1. Death
  2. Baptized members may be removed from the Congregation’s roll by the Senior Pastor for the following reason:
    1. Members whose parent(s) receive a transfer (to a congregation in fellowship with us) or a letter of reference (to a congregation not in fellowship with us) or are released from membership, and for whose spiritual care we can, therefore, no longer share responsibility.
  3. Confirmed members may be terminated for the following reasons:
    1. Members who request and receive transfers (to a congregation in fellowship with us) or a letter of reference (to a congregation not in fellowship with us). Such requests shall be acted upon by the Senior Pastor and reported to the Voters Assembly.
    2. Members who have not maintained contact for one year.
  • Members who fail or refuse to submit to discipline, thereby excluding themselves.
  1. Members who, in spite of all admonition according to Matthew 18:15-20, refuse to amend are therefore excommunicated.
  2. Every resolution for self-exclusion or excommunication by the Voters Assembly shall be unanimous. When such self-excluded or excommunicated person repents and seeks forgiveness from God and the Congregation, he or she may be reinstated.
  1. Voting membership shall be terminated by termination of confirmed membership.
  1. Restoration of Membership

Members dismissed may be restored by the Senior Pastor according to the spirit of 2 Corinthians 2:7-8.

ARTICLE II.  PASTOR, STAFF, MISSION AND MINISTRY COUNCIL, COMMITTEES and LAY MINISTRY TEAMS

  • Senior Pastor
  1. The title of Pastor is conferred only upon such ordained persons as have obtained an acceptable course of training at a Lutheran Church-Missouri Synod institution, are eligible for such office, and profess their acceptance and adherence to the doctrinal basis of Article III of the Constitution. The Pastor shall be pledged to this Article when he accepts a call, which has been extended by this congregation.
  2. The congregation shall extend a call for the Senior Pastor. A Call Committee shall be appointed by the Mission and Ministry Council, to include a representative of the Council, representation from the Ministerial Advisory Team, representation from staff, and at least four other Confirmed Members. The Call Committee shall contact the Circuit Counselor who may serve as advisor and/or facilitator to the Call Committee. The District President shall be contacted for a list of pastoral candidates, and members of the Congregation may make nominations. All nominations shall be forwarded to the District President for approval. The Call Committee shall consider the approved nominations and submit all viable candidates to the Congregation for vote. The person selected by a two-thirds vote of voting members present at a Voters Assembly will be called.
  3. The Senior Pastor may only be removed by the members at any regular or special membership meeting for the following reasons: teaching false doctrine; leading an immoral life; or is incapable of fulfilling duties (to include willful neglect or general incompetence) as Senior Pastor. Such removal shall require a two-thirds majority vote of voting members present at a Voters Assembly.
  • Staff

Staff members include all employees of the church and school. They are responsible to the Senior Pastor, and shall be considered non-tenured.

  • Mission and Ministry Council Members
    1. Purpose

The Mission and Ministry Council is authorized to administer all matters except those reserved by the Voters Assembly in Article I (B.4.). They represent and are responsible to the Congregation in matters of governance.

  1. Qualifications

Mission and Ministry Council members must be voting members who are committed to the Ends Statements[3] of this congregation.

  1. Number and Term

The elected number of Mission and Ministry Council shall be seven (7) to[4] nine (9). Council members shall be elected by the Voters Assembly[5]. Each Council member shall serve a term length of two years, with a maximum of three successive terms. Term of office shall begin at the first Council meeting of the year following election by the Congregation. Installation of the Council shall take place on the Sunday immediately preceding the first Council meeting. All Council members shall serve until the first Council meeting of the following year, at which time the new members shall take office. For the purposes of the first election of Council members, under the provisions of these Bylaws, four of the candidates shall be elected for a one-year term, and five elected for a two-year term. Such one-year and two-year candidates shall be so designated by the Nominating Committee. At subsequent elections, all terms shall be two years.

  1. Selection

The Mission and Ministry Council will establish a Nominating Committee in February of each year who will provide a roster of potential candidates for the Congregation; all candidates will be approved by the Nominating Committee. Voting members may submit nominees for consideration. The Pastor will be an advisory member to the Nominating Committee. The Mission and Ministry Council shall be elected by a simple majority of those present at the Voters Assembly.

  1. Mission and Ministry Council

No member of the Mission and Ministry Council may be;

  1. an employee of the Congregation;
  2. a household member of a full-time employee of the Congregation
  3. a household member of a Mission and Ministry council member[6]
  4. anyone directly reporting to the Senior Pastor for their ministry
  5. anyone else enumerated in the Congregation policy manual.
  • Officers

The members of the Mission and Ministry Council are the officers of the Congregation. No member of the Mission and Ministry Council may hold more than one church office.

  1. President

The President shall be responsible for chairing the Mission and Ministry Council and all Voters Assembly meetings. The President, as a trustee, shall have authority to sign all legal documents. The President shall present a “State of the Church” message to the Congregation at the[7] Voters Assembly. The President shall inform the Congregation of the time, place, and agenda of all Voters Assembly meetings.

  1. Vice President

The Vice President shall act for and instead of the President in the event of his temporary absence. He or she shall serve in whatever duties the President assigns.

  1. Treasurer: The treasurer shall be responsible for
    1. keeping an accurate and valid record of offerings, income and disbursements
    2. reporting income and disbursements monthly and at the Voters Assembly meetings
    3. Ensuring only current MMC member’s signature be on any financial institution accounts, to be reviewed and approved annually after the election of officers.[8]
  2. Secretary

The secretary shall be responsible for keeping accurate minutes of official proceedings of the Voters Assembly and Mission and Ministry Council.

  1. Election of Officers

The Mission and Ministry Council members shall elect the four principal officers of the Congregation at the first meeting of each year. Each officer will serve a one-year term, with a maximum of two four consecutive terms in office.[9]

  1. Removal of Officers/Mission and Ministry Council Members

The Mission and Ministry Council may remove officers by a two-thirds vote of attendees at a Council meeting called for that purpose, and for which a two-week notice has been given to all members. Council members may be removed by a simple majority vote of voting members of the Congregation at a Voters Assembly meeting called for that purpose, and for which two-week notice has been given to all members.

  1. Vacancies on the Mission and Ministry Council

A vacancy on the Mission and Ministry Council because of death, resignation, removal, disqualification or any other cause shall be filled by vote of the members of the Council. Efforts should be made to fill such vacancies as soon as possible, usually within 90 days. The appointed member shall only fulfill the term of the vacated member’s term. In the event of an unexpected departure of a Council member who is an officer before the expiration of his/her term, the Council shall elect the replacement to that specific office for completion of the term.

  • Committees

The following committees will be convened as indicated and will report to the Mission and Ministry Council to assist them in the execution of their responsibilities. Other committees may also be appointed as deemed necessary by the Council.

  1. Financial Review

Both internal and external financial review committees may be used on a frequency decided upon by the Mission and Ministry Council.[10]

  1. Constitution and Bylaw Review

This committee will be convened as necessary to report to the Mission and Ministry Council on the currency and appropriateness of the Congregation’s Constitution and Bylaws and offer options and suggested changes as deemed important.

  1. Nominating

This committee will be convened every February to provide a roster of potential candidates for election to the Mission and Ministry Council for the coming year. The committee shall consist of one member of the current Council and two additional members of the Congregation at large. The Pastor is an advisory member.

  1. Call

A Call Committee will be appointed by the Mission and Ministry Council as outlined in Article II (A.2.) of these Bylaws.

  • Lay Ministry Teams
  1. School Advisory Team (SAT)

The School Advisory Team may be[11] appointed by the Senior Pastor and approved by the Mission and Ministry Council. The School Advisory Team reports to the Senior Pastor. It does not supervise any school staff. The purpose of the School Advisory Team is to monitor that Trinity Lutheran Schools:

  1. Achieves the Ends Statements[12] as established by the Congregation;
  2. Avoids unacceptable actions and situations that would, in any way, put the ministries of Trinity Lutheran Church in jeopardy.
  1. The Ministry Advisory Team (MAT)

The Ministry Advisory Team is appointed by the Senior Pastor and approved by the Mission and Ministry Council. The Ministerial Advisory Team does not supervise the Senior Pastor or any of his staff. The purpose of the Ministry Advisory Team is to advise and assist the Senior Pastor in:

  1. Providing for and coordinating care-giving ministries in the congregation.
  2. Supporting the Senior Pastor and staff in providing appropriate and inspiring worship opportunities.
  3. Provides encouragement and care for the Senior Pastor.
  1. Other Lay Ministry Teams

Other Lay Ministry Teams may be appointed to include: youth, education, outreach (evangelism), social ministry, fellowship, properties, stewardship, capital development, women’s or men’s ministries, and any other ministries as determined by the Senior Pastor. Once created, they will report to an appropriate staff member and be appropriately supported by the staff. The staff will provide appropriate expectations for the individuals on those teams.

 

ARTICLE III. POWERS AND AUTHORITY

  • Members

The congregation as a body, through the vote of its Members, shall have supreme power to administer and manage all its external and internal affairs. The Congregation, however, shall not be empowered to decide anything contrary to the Word of God and the Confessions of the Lutheran Church, and any such decision shall be null and void. The Congregation appropriately empowers the Mission and Ministry Council to act in its behalf, upon election of the Council.

  • Mission and Ministry
    1. General Corporate Powers

Subject to the provisions and limitations of its Articles of Incorporation and Constitution, and California law, the activities, business and affairs of the Congregation shall be conducted and all corporate powers shall be exercised by or under the direction of the Mission and Ministry Council.

  1. Without prejudice to the general powers set forth above, and subject to the same limitations, the Mission and Ministry Council shall:
    1. Monitor progress towards the Ends Statements on an ongoing basis;[13]
    2. Propose an annual budget and periodic financial reviews[14].
    3. Select and remove all officers of the Congregation;
    4. Appropriately respond to confidential issues;
    5. Prepare a policy manual and annually review and monitor all such policies;
    6. Appoint a circuit representative to attend circuit forums, meetings, and other events, as a representative of Trinity Lutheran Church;
    7. Appoint committees, task forces, or other groups, as necessary for the normal operation of the council[15];
    8. Hold the Senior Pastor accountable for teaching correct doctrine, leading a moral life and fulfilling his duties as Pastor of the Congregation; and
    9. Approve the Senior Pastor’s recommendation to hire and dismiss non-called employees, and non-tenured called ministers, both ordained and commissioned.
  • Senior Pastor

The Senior Pastor shall be responsible for:

  1. Teaching, preaching, and administering the Sacraments;
  2. Staff supervision, including the responsibility for the hiring and dismissal of non-called employees and non-tenured called ministers, both ordained and commissioned;
  3. Motivating, inspiring, guiding, and collaborating with the Mission and Ministry Council to fulfill God’s Ends Statements[16] for the Congregation;
  4. Providing the Mission and Ministry Council with all information required to meet its responsibilities.
  • Staff

The staff shall:

  1. Assist the Senior Pastor in achieving the Ends Statements[17] of the Congregation;
  2. Be accountable to the Senior Pastor;
  3. Recruit, train, and equip Congregational volunteers to achieve the Ends Statements of the Congregation;
  4. Adhere to the policies of the Congregation; and
    1. Demonstrate Christian character and meet other expectations as established, from time to time by the Mission and Ministry Council.

ARTICLE IV. MEETINGS

  • Voters Assembly Meetings
    1. Place

The Mission and Ministry Council shall determine the location of the Voters Assembly meetings and provide no less than two weeks notification to membership of a scheduled meeting.

  1. Voters Assembly Meetings

Voters Assembly meetings shall be held in May[18] or June[19] of each year. These meetings shall be the semi-annual membership meetings. The purpose of the meetings is to approve an annual budget, present the “State of the Church” report, elect Mission and Ministry Council members, and conduct other business.

  1. Special Voters Assembly Meetings

The Mission and Ministry Council, the Pastor, or ten percent of the Voting Members may call special meetings at any time for any purpose by giving notice to the members. Ten percent of the Voting Members shall make such a call by submitting a written petition to the Mission and Ministry Council to call a special meeting.

  1. Notice Requirements for Voters Assembly Meetings

Whenever members are required or permitted to take any action at a meeting, notice shall be given to members no less than two weeks prior to a meeting. Notice shall include all items on the agenda and all motions to be presented. Notification of Voters Assembly meetings shall be given in all of the following manners which shall be deemed reasonable:

  1. Oral announcement and distribution of written material to the Congregation in attendance at all worship services during the week;
  2. Announcement of the meeting in the Congregation newsletter;
  3. Delivery by mail to each member identified on the membership roll.
  • Mission and Ministry Council Meetings (Policy 4.4)[20]
    1. Place of Meetings

Regular or special meetings of the Mission and Ministry Council may be held at any place, within budget constraints, determined by the President of the Council, or his designee. Any meeting, regular or special, may be held via telephone conference, email, or similar communication methods, as long as all Council members participating in the meeting can communicate.

  1. Special Meetings

The Senior Pastor or any Mission and Ministry Council member may call for a special meeting for any purpose and at any time. A reasonable attempt shall be made to notify all members of the purpose of the Special Meeting. Only business related to that purpose shall be the subject of the meeting.

  1. Quorum

A two-thirds majority of current Mission and Ministry Council members present at a Regular or Special Meeting shall constitute a quorum for the transaction of business. Every action taken or decision made by a majority of the Council members present at a meeting duly held at which a quorum is present shall be the act of the Council, subject to the provisions of California law. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Council members.

 

ARTICLE V.   RECORDS and REPORTS

  1. The Congregation shall maintain the following records and reports at the Congregation’s principal office:
    1. Adequate and correct books and records of accounts (financial records);
    2. Written minutes of the proceedings of the Voters Assembly meetings and the meetings of the Mission and Ministry Council;
    3. A record of the members of the Congregation, setting forth the member’s names, addresses, and phone numbers;
    4. Contribution statements for contributors;
    5. All policy, operational manuals and covenants.

ARTICLE VI. CONSTRUCTION AND DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions of California law shall govern the construction of these Bylaws.

 

ARTICLE VII.    AMENDMENTS TO THE BYLAWS

Subject to California law, Articles of Incorporation and Constitution, these Bylaws or any provision of them may be altered, amended or repealed, and new Bylaws may be adopted by a majority vote of the members present at any special or regular Voters Assembly at which a quorum is present.

 

ARTICLE VIII.  REVIEW

The Constitution and Bylaws shall be reviewed every ten years, or sooner, if the Mission and Ministry Council deems appropriate, by a committee approved for that purpose and will submit any recommended changes, additions, or deletions at a Voters Assembly in accordance with Article X of the Constitution and Article VII of the Bylaws.

[1] This new Constitution and Bylaws was approved by the voters on May 20, 2007.

[2] 7/2/17 Replaced “congregation’s goals” to bring consistency to wording throughout Bylaws and Policy Manual.

[3] 7/2/17 Replaced “mission and purpose” to bring consistency to wording throughout Bylaws and Policy Manual

[4] The Voters Assembly added “seven (7) to” on June 29, 2014

[5] The Voters Assembly removed “at the annual meeting” on January 31, 2010.

[6] b. and c. changed by the voters on 6/10/12 from “an immediate family member of” and deleting “(including spouse, brother, sister, child, son-in-law, daughter-in-law, uncle, aunt).”

[7] Removal of “annual” approved by the voters on January 31, 2010.

[8] 6/26/16. The voters approved the addition of II.D.3.c.

[9] The voters approved a motion on May 31, 2009 to amend the second sentence of this section from “…with a maximum of two consecutive terms in office” to “…with a maximum of four consecutive terms in office.”

[10] Approved by Voters Assembly on January 20, 2008 to change Bylaw II.E.1 to read “Both internal and external financial review committees may be used on a frequency decided upon by the Mission and Ministry Council.”

[11] The Voters changed “is” to “may be” on 6/10/12.

[12] 7/2/17 Replaced “goals” to bring consistency to wording throughout Bylaws and Policy Manual.

[13] 7/2/17 Replaced “the fulfillment of the long term vision of the Congregation to ensure the creation or continuation of God’s will as expressed through His Word and people;” and eliminated the previous item “b. Ensure fulfillment of the Congregation’s mission and goals;” to bring consistency to wording throughout Bylaws and Policy Manual.

[14] Changed from “audits” to “financial reviews” by voters on 5/23/10.

[15] Changed from “congregation” to “council” by voters on 5/23/10.

[16] 7/2/17 Replaced “mission and purpose” to bring consistency to wording throughout Bylaws and Policy Manual.

[17] 7/2/17 Replaced “purpose” here and in 3 to bring consistency to wording throughout Bylaws and Policy Manual.

[18] The Voters removed “January and” on 5/29/11.

[19] The Voters added “or June” on 6/10/12.

[20] Bylaw IV.B. was reworded by the Voters on June 28, 2015.