Bylaws of the United Church of God, an International Association
A California Nonprofit Religious Corporation
© United Church of God, an International Association
P.O. Box 541027, Cincinnati, Ohio 45254-1027
Phone (513) 576-9796
Amended May 6, 2012
1.0 ARTICLE 1 - NAME
The name of this Corporation is the UNITED CHURCH OF GOD, an INTERNATIONAL ASSOCIATION.
2.0 ARTICLE 2 - SUBORDINATION TO CONSTITUTION
The Constitution of the United Church of God, an International Association (Constitution), now or hereafter in effect, is incorporated by reference into these Bylaws. If there is any conflict between the Constitution and these Bylaws, the Constitution shall prevail. The secretary of the Corporation shall keep a copy of the Constitution with these Bylaws.
3.0 ARTICLE 3 - OFFICES
3.1 PRINCIPAL OFFICE
The principal office (home office) for the transaction of the business affairs and activities of the Corporation shall be fixed and located at such place as the General Conference shall determine. The location of the principal office may change from one location to another.
3.2 BRANCH OFFICES
The Council may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to conduct its activities.
4.0 ARTICLE 4 - PURPOSES
4.1 GENERAL PURPOSES
The purpose of this Corporation is to serve as an instrument of the Church to preach the gospel of Jesus Christ and the Kingdom of God in all the world, to make disciples in all nations and to care for those disciples.
5.0 ARTICLE 5 - DEFINITIONS
The term "elder" as used in these Bylaws, unless the context indicates otherwise, means an ordained minister, in good standing, of the United Church of God, an International Association.
5.1.2 General Conference of Elders
The term "General Conference of Elders" (General Conference) as used in these Bylaws means the general assembly of elders of the United Church of God, an International Association (UCG). Every elder of the UCG, in good standing, is a member of the General Conference.
5.1.3 Council of Elders
The term "Council of Elders" (Council) as used in these Bylaws means those established by the General Conference to direct the Corporation. As such, they are the corporate board for the Church and equivalent to a board of directors.
5.1.4 Management Team
The "Management Team" as used in these Bylaws means the corporate officers and operation managers of the Corporation as selected and approved by the Council of Elders.
The term "balloting" as used in these Bylaws means the process of polling those authorized by the Constitution or these Bylaws to determine whether a spiritual consensus has been achieved.
The term "ballot" as used in these Bylaws means the instrument by which, under the Constitution or these Bylaws, the assent or dissent of those eligible to be polled is expressed.
5.1.7 Advisory Committee of the Council
An advisory committee of the Council is any committee of the Council which consists solely of non-Council members. Said committee is not a voting committee of the Council.
6.0 ARTICLE 6 - MEMBERS OF THE CORPORATION
6.1 MEMBERS OF THE CORPORATION
The General Conference is the only class of members of this Corporation. Qualifications of members and terms of membership are those described in the Constitution. Members shall have the rights enumerated in the Constitution. In addition, they shall have the right to cast ballots on the disposition of all or substantially all of the assets of the Corporation and on any election to dissolve the Corporation.
7.0 ARTICLE 7 - GENERAL CONFERENCE MEETINGS
7.1 ANNUAL MEETING
A General Conference meeting shall be held annually at such time and place as the Council may determine, with appropriate notice given to all elders enrolled in the corporate record.
7.2 SPECIAL MEETINGS
7.2.1 Persons Authorized to Call
Special meetings of the General Conference may be called at any time by a two-thirds (2/3) majority ballot of the Council or by a simple majority of the General Conference as constituted for the time that such meeting is called.
7.2.2 Calling Meetings
Special meetings must be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the chairman of the Council and the secretary. The determination of whether the business to be transacted requires the physical presence of the members of the General Conference or whether said business may be transacted according to the provisions of section 7.3 or 7.7 shall be made by the party that is calling the meeting. The party requesting the meeting shall expeditiously set a reasonable time and place for the meeting, and shall direct the secretary to give notice of the meeting to the General Conference in the manner provided in 7.2.3 below. If notice is not given within thirty (30) days after receipt of the request, the person(s) requesting the meeting may give the notice. The meeting date shall be no sooner than thirty (30) and no more than sixty (60) days from the date notice is sent.
7.2.3 General Notice Requirements
With respect to a special meeting, notice required to be given to an elder shall be given to each elder entitled to ballot at the meeting. Notice shall be given in the manner prescribed in 7.9.3 below.
7.2.4 Attendance Requirement
The provisions of article 4, section 4.8, of the Constitution shall apply to special meetings of the General Conference.
7.3 TELECONFERENCE MEETING
General and special meetings of the General Conference may be conducted by utilizing teleconference technology so long as proper notice is given to all elders, and the technology utilized provides every elder in attendance the opportunity to hear, respond and ballot.
7.4 ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS
Any meeting of elders may be adjourned from time to time by the ballot of the majority of the elders represented at the meeting. The meeting may not be reconvened, and no business may be conducted, unless all elders present at the time of adjournment are given notice of the time and place for reconvening the meeting. A public announcement of the time and place for reconvening the meeting, given at or prior to the time of adjournment and dismissal, shall constitute one form of adequate notice under this provision. If the duration of the adjournment of a special meeting exceeds seventy-two (72) hours, then notice must be given by a means which provides actual notice to each elder who was in attendance at the time that meeting was adjourned.
7.5.1 Allotment of Ballots
Each elder entitled to ballot shall cast one (1) ballot on each matter submitted to the balloting process. An elder may not cumulate ballots to nominate or elect elders to the Council. In the balloting to nominate elders to fill vacancies on the Council, each elder may cast only one (1) ballot. In the balloting to choose between nominees to fill vacancies on the Council, each elder may cast only one (1) ballot.
7.5.2 Manner of Casting Ballot
Ballots must be cast in writing. Ballots by fax or by electronically-scanned facsimiles transmitted by email are acceptable written ballots. The Council will specify the process by which emailed ballots shall be submitted. The written ballots shall be made part of the official record. Secret ballots must be used when transacting business of a personal nature. Business of a personal nature includes but is not limited to appointment of Council members or the expulsion or discipline of ministers. In all other matters that require balloting, the chairman shall designate the manner in which the written ballot is submitted.
7.5.3 Majorities Required for Passage
Those matters specifically designated in these Bylaws as requiring only an affirmative ballot by simple majority shall be construed in all cases to mean a simple majority of the valid ballots cast at the meeting and/or cast by absentee ballots, and shall upon such ballot be the act of the General Conference. An affirmative majority ballot, as described above, of the elders of the General Conference, shall be the act of the General Conference on all matters, except:
(1) Those matters pertaining to the governing documents of the Church or the Corporation.
(2) The nomination and election of Council members, which shall be by plurality of the elders present at the meeting as provided at section 7.5.4.
(3) The removal of Council members shall require two-thirds (2/3) majority of the valid ballots cast by the elders of the General Conference at the time the meeting is held to consider such an issue.
(4) The approval of any official relationship with any other religious organization shall require two-thirds (2/3) majority of the valid ballots cast by the elders of the General Conference at the time the meeting is held to consider such an issue.
(5) The ratification and amendment of the Rules of Association for the United Church of God, an International Association, shall require two-thirds (2/3) majority of the valid ballots cast by the elders of the General Conference at the time the meeting is held to consider such an issue.
7.5.4 Balloting to Nominate and Elect Council Members
Council members shall be nominated and elected by written ballot. Each elder submitting a ballot during either the nomination or election process is required to sign his name to the ballot he submits. Failure to sign a ballot renders that ballot invalid. The balloting process to nominate elders to fill vacancies of the Council, and the balloting process to elect elders to the Council are, and shall remain, separate processes. The elders who receive the most ballots nominating them to fill Council vacancies are to have their names placed on a ballot for election to the Council. The number of elders that appear on the final ballot to elect elders to the Council shall be twice the number of vacancies to be filled. The elders who receive the most ballots as a result of election balloting are thereby elected to fill the vacancies on the Council. In the event there is one vacancy to fill and there are two or more elders with the same number of ballots, the Council of Elders shall, after prayer, choose between the two. The balloting process for both nominating and electing shall be supervised by an independent certified public accounting firm. The Council shall prescribe such other procedures as are reasonably necessary to insure the integrity of balloting with respect to the nomination and election of elders to the Council.
7.6 WAIVER OF NOTICE OR CONSENT
7.6.1 Written Waiver or Consent
The transactions of any meeting of the General Conference, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if either before or after the meeting each elder entitled to ballot, but not present in person, signs either a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice, consent or approval must specify the business to be transacted or the purpose of the annual or special meeting of elders. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
7.6.2 Waiver by Attendance
An elder's attendance at a meeting shall also constitute a waiver of notice of that meeting, except when the elder objects, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice but not so included, if that objection is expressly made at the meeting.
7.7 ACTION WITHOUT A MEETING
7.7.1 Action by Written Consent
Any action required or permitted to be taken by the General Conference may be taken without a meeting, except the dissolution of the Corporation or the repeal of the Constitution, these Bylaws or the Rules of Association. The written action must be approved by a simple majority of all valid ballots cast by the General Conference except for amendments to the Constitution, these Bylaws, the Articles of Incorporation, and the Rules of Association. The requirement for amending these documents through actions by written consent is a two-thirds (2/3) majority of the valid ballots cast by the General Conference. (The exception to this is the article respecting the Fundamental Beliefs of the Church, which may not be amended by less than a three-fourths (3/4) majority of the General Conference as it is constituted at the time such action by written consent is taken.) The written consent or consents shall be filed with the minutes of the proceedings of the elders. The action by written consent shall have the same force and effect as the affirmative ballot of the elders present at a duly called and noticed meeting.
7.7.2 Action by Written Ballot Without a Meeting
Any action that may be taken at any general meeting or special meeting of elders may be taken without a meeting if (1) the written ballot of every elder is solicited, (2) the required number of signed approvals setting forth the action so taken is received, and (3) all solicitations of written ballots indicate the time by which the ballot must be returned to be counted. In no case shall elders be given less than thirty (30) days from the date of delivery to consider and return their ballots.
7.7.3 Approval by Written Ballot Without a Meeting
Approval by written ballot without a meeting shall be valid only when the number of affirmative ballots cast within the time specified equals or exceeds the number of ballots required by these Bylaws, with respect to the action to be taken. In no event may approval by a written ballot without a meeting specify less than a simple majority of all valid ballots cast by the elders of the General Conference.
A written ballot, or consent in writing to an action, once received, may not be revoked.
7.8 ALTERNATIVE BALLOTS
The Council shall establish procedures for balloting by absentee ballot. Said procedures must be approved by a simple majority of the General Conference and may be amended thereafter by simple majority of the General Conference. This provision shall not be interpreted to require General Conference members to ballot by absentee balloting or any other alternative balloting methods. The Council may propose to the General Conference those methods of absentee balloting it deems appropriate to uphold the Constitution and give effect to these Bylaws. Balloting rights may not be exercised by proxies.
Written notice of all meetings, except as provided for in 7.6 and 7.7 above, shall be sent to each elder at his last known address at least thirty (30) days in advance. Notices shall include the date for the meeting, the time when the meeting will be conducted, and the venue. If teleconferencing or video-conferencing technology will be utilized, notice must include instructions as to how to connect to the meeting. Notice must also include instructions and pertinent details to enable elders to submit valid ballots in a timely fashion. Each elder is responsible to notify the secretary of any change of address.
7.9.1 Who May Serve Notice
The secretary shall serve all notices required by law or by these Bylaws, and in case of his inability, refusal or neglect to do so except as provided in 7.2.2 above, the chairman or any five (5) members of the Council shall serve such notices.
7.9.2 Requirement of an Agenda
Notices shall include the agenda for the meeting. All items to be acted upon at any meeting shall be listed on the agenda. The secretary must include a particular item on the agenda, upon written request presented by any four (4) members of the Council, any officer of the Corporation, or by twenty-five percent (25%) of the General Conference as constituted for the time such meeting is called, provided such written request is delivered before notice is given. No additions to the agenda may be proposed from the floor except by a majority of the Council during the meeting if approved by a simple majority of the General Conference present at the meeting.
18.104.22.168 Action Without a meeting
With respect to action by the General Conference without a meeting, as provided in Section 7.7, the secretary shall include as an agenda item, any proposed item submitted in writing received by the secretary prior to the distribution of written consents and/or ballots. Said written request must have been submitted by at least any four (4) members of the Council, any officer of the Corporation, or by twenty-five percent (25%) of the General Conference as constituted at the time of the institution of any action, without a meeting.
22.214.171.124 Process for Submitting Agenda Items
Requests to list items on an agenda when submitted by twenty-five percent (25%) of the General Conference shall be presented in accordance with a process proposed by the Council and approved by a simple majority of the General Conference.
7.9.3 Manner of Serving Notice
Written notice may be sent by mail. When the mails are used, written notice shall be sent postage prepaid and shall be deemed to be delivered when deposited in the United States mail, addressed to the person at his address as it appears on the records of the Corporation. Proof of mailing shall be required and shall be kept with the records of the Corporation. For purposes of serving notice by mail, proof of mailing shall constitute evidence of receipt of notice. Written notice may also be delivered personally or by any other means that provides actual written notice to each elder and that also provides for a return receipt. Proof of such service and its actual receipt shall be kept in the corporate records.
7.9.4 Waiver of Notice
Whenever any notice is required to be given under the provisions of law or under provisions of the Bylaws, a waiver signed by a person entitled to notice shall be deemed equivalent to the giving of notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived.
7.9.5 Failure to Receive Notice
Any action(s) of the General Conference including, without limitation, any ballot measure, appointment, or decision made, will be void and invalid if more than five percent (5%) of the members of the General Conference fail to receive notice, whether by oversight or otherwise, as evidenced by proof of mailing if sent through the mails, or by reference to return receipts if some other method is used. Any such invalid action(s) by the General Conference can only be rectified through a subsequent, properly noticed general or special meeting of the General Conference, or by action without a meeting as provided in Section 7.7, during which such invalid action is again presented to the General Conference for its approval or rejection.
8.0 ARTICLE 8 - COUNCIL OF ELDERS
8.1 NOMINATION AND SELECTION OF COUNCIL MEMBERS
In order to provide direction and oversight for the Corporation, a Council of Elders (Council) shall be created. Elders on the Council shall be nominated and elected by the General Conference of Elders. A nominating committee of the Council shall prescribe the process whereby such nominations are made, which process shall be approved by the General Conference by a simple majority. Neither that process nor this provision shall in any way limit the power of the General Conference with respect to nominating elders to serve on the Council.
8.2 TERM OF OFFICE OF COUNCIL MEMBERS
For the first year, Council members shall be elected for a two-, three-, or four-year term (one third (1/3) of the Council members for each term). Council members elected in subsequent elections shall hold office for three (3) years. At the conclusion of his term an elder may be reelected by the General Conference of Elders. After the selection of the chairman, the determination of the two-, three-, and four-year terms will be by a random drawing by the chairman. Thereafter, Council members whose term has expired shall be replaced or reelected at the annual meeting of the General Conference.
8.2.1 Office of the Chairman of the Council
The chairman of the Council is to be elected by a two-thirds (2/3) secret ballot of the Council. If after three (3) ballots no candidate is elected, the top two (2), or more where a tie exists for the first and/or second position, candidates will be balloted on and the chairman shall be elected by a simple majority of the Council. Any Council member is eligible to serve as chairman unless that member is also president. Subject to the Council's right to replace the chairman as specified in part (5), below, after his election the chairman shall serve for a term of two (2) years provided he remains a member of the Council of Elders. He will be deemed as still remaining the chairman hereunder if he is nominated and re-elected to the Council during his term as chairman. A chairman shall serve until replaced and may be re-elected, however, no chairman can serve more than two (2) consecutive terms. A regular meeting of the current Council of Elders shall take place within two (2) days of the closure of the annual meeting of the General Conference of Elders. In the year in which the terms of office of the chairman and the deputy chairman expire, such terms shall expire at the conclusion of this regular meeting of the Council. The first meeting of the newly elected Council shall convene immediately after the regular meeting of the previous Council is closed. The election for the offices of chairman and deputy chairman shall be the first and only order of business at the meeting of the newly elected Council. The secretary shall open the meeting and conduct the elections. The two (2)-year terms of office of the newly elected or reelected chairman and deputy chairman shall commence as soon as the ballot is declared. The newly elected or reelected chairman shall then take the chair and close the meeting. If a chairman should resign, die, or be replaced during his two (2)-year term, another chairman will be selected following the procedure in this Bylaw. The new chairman will then serve out the remainder of the two (2)-year term of the chairman being replaced. The chairman of the Council shall:
(1) Preside at all meetings of the General Conference and Council.
(2) Perform such other duties as are incidental to the office of chairman or as may be delegated by the General Conference or the Council.
(3) Have the responsibility for the oversight of the Council and its committees.
(4) Represent the Corporation in legal and business matters as appropriate.
(5) Be replaced by two-thirds (2/3) ballot of the Council or by the General Conference as provided in 8.4.1 below.
(6) Have no authority in his capacity as chairman to decide doctrinal matters.
8.2.2 Deputy Chairman
At the time of the appointment of its chairman, the Council shall also elect a deputy chairman for the same term (or remaining term) as the chairman. The incumbent chairman is not eligible to also serve as deputy chairman. The deputy chairman will serve as chairman in the event that the incumbent chairman is unable or unwilling to fulfill his responsibilities at any time during his term of office. If the incumbent chairman is unable or unwilling to consent to the deputy chairman serving as chairman, the Council may, on a two-thirds (2/3) majority ballot, authorize the deputy chairman to serve in that office. Unless blocked by a two-thirds (2/3) ballot of the Council, once the incumbent chairman declares himself able to resume his duties as chairman, the deputy chairman will return control of that office to the incumbent chairman. If the office of deputy chairman is, or becomes vacant at any time, the Council shall elect one of its number to fill the vacancy for the current term of office remaining. The provisions of Article 8.2.1 Office of the Chairman of the Council shall apply in all respects and without exception to the position of deputy chairman, including the procedure for election and/or replacement.
8.3 NUMBER AND QUALIFICATION OF COUNCIL MEMBERS
8.3.1 Number of Council Members
The Council of Elders shall consist of twelve (12) members. The Council shall include at least three (3) members whose primary work is outside the United States of America at the time of their election.
8.3.2 Qualifications of Council Members
Decisions of the Council are ecclesiastical in nature. Therefore, the primary qualifications for Council members are: (a) that they are elders in good standing of the United Church of God, an International Association; (b) that they are willing to support the consensus of the General Conference with respect to fundamental beliefs of the United Church of God, an International Association; (c) that they are willing to support the consensus of the General Conference with respect to the goals and purposes of the United Church of God, an International Association; (d) that they are willing to support the consensus of the General Conference and other Council members with respect to matters of governance of the United Church of God, an International Association ; and (e) that they demonstrate fruits consistent with senior leadership positions in the Church.
8.4 VACANCIES ON THE COUNCIL
8.4.1 Events Causing Vacancy
A vacancy or vacancies on the Council shall exist on the occurrence of the following: (a) the death or resignation of any Council member; (b) the declaration by Council resolution of a vacancy of the office of a Council member who has been declared of unsound mind by an order of court, or convicted of a felony; (c) removal of a Council member for dereliction of duty or fraudulent acts under applicable law; (d) the balloting of the General Conference to remove a Council member by a two-thirds (2/3) ballot; (e) the failure of the General Conference to elect the number of Council members to be elected at any meeting held for such purpose; or (f) removal on scriptural grounds by a two-thirds (2/3) vote of the Council.
Except as provided below, any Council member may resign by giving written notice to the chairman or the secretary of the Council. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. A resignation need not be formally accepted to be effective. No Council member may resign if the Corporation would then be left without the minimum number of members required by law or these Bylaws.
8.4.3 Filling Vacancies
Vacancies on the Council shall be filled from the list of runners-up in the final ballot at the preceding meeting of the General Conference, based on the number of ballots the nominee received. In the event there is one vacancy to fill and there are two or more runners-up with the same number of ballots, the Council of Elders shall, after prayer, choose between them by simple majority ballot in the case of two (2) runners-up, or by plurality ballot when there are three (3) or more runners-up. If this selection is ratified, by a simple majority of all valid ballots cast by the elders in attendance at the next meeting of the General Conference, he shall serve out the remainder of the term of that vacated seat. If he is not ratified, a special nomination and election, by written ballot without a meeting, for that vacant seat shall commence no later than two (2) weeks after the conclusion of the same meeting of the General Conference. The individual elected thereby shall serve out the remainder of the term of that vacated seat.
Should there be more vacancies than eligible runners-up to fill them, the Council may operate until the end of the current Council year with less than the twelve (12) members prescribed in Article 8.3.1 - Number of Council Members, provided that the requirements of Article 8.7.5 - Quorum, are observed at all times. Alternatively, a quorum of the Council may appoint an elder or elders who satisfy the requirements of Article 8.3.2 - Qualifications of Council Members, to fill the vacancy or vacancies. The term of office of elders so appointed shall terminate at the end of the current Council year. Elders so appointed will be eligible to participate in the process to nominate and elect Council members who will take office at the beginning of the next Council year.
8.4.4 No Vacancy on Reduction of Number of Council Members
No reduction of the authorized number of Council members shall have the effect of removing any member before that member's term of office expires.
8.5 COMPENSATION AND REIMBURSEMENT
The United Church of God, an International Association, will pay all travel, communication and other out-of-pocket expenses required for Council service for all members of the Council of Elders. Council members who are full-time United Church of God, an International Association, salaried elders will receive no additional monetary compensation beyond their normal salary and time required for their work on the Council. However, any Council member not employed full time by the Church may, at his discretion, receive monetary compensation for his service as a member of the Council. The amount of compensation, and the frequency of payment, shall be annually reviewed and set for each qualifying individual by the Council.
8.6 RESPONSIBILITIES OF COUNCIL MEMBERS
8.6.1 General Corporate Responsibilities
Subject to the provisions and limitations of the Articles of Incorporation, the Constitution and Bylaws relating to action requiring approval by the General Conference, business and other affairs of the Corporation shall be conducted under the direction of the Council.
8.6.2 Specific Responsibilities
The Council shall be entitled to conduct all activities permitted by law for Council members except as limited by law, the Articles of Incorporation, the Constitution and Bylaws, including, without further limitation, the following:
(1) To select and remove all officers, agents and employees; to prescribe duties for them; to approve their compensation; and to require from them their faithful service.
(2) To direct and control, by policy, the affairs and activities of the Corporation and make rules and regulations for this purpose.
(3) To adopt and use a corporate seal and alter the form of the seal.
(4) To borrow money and incur indebtedness on behalf of the Corporation, and cause to be executed and delivered for the Corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities.
(5) To recommend to the General Conference those matters concerning the establishment of doctrines.
(6) To develop an annual strategic plan, operational plan and corresponding balanced budget to be ratified by simple majority of all the valid ballots by the General Conference.
(7) To inform the General Conference of any proposed relationships with any other religious organizations, for ratification by the General Conference. Ratification will require a two-thirds (2/3)-majority ballot of the valid ballots cast by the elders of the General Conference before entering into such relationships.
(8) To suggest amendments to the Constitution, Articles of Incorporation or the Bylaws to the General Conference for approval.
(9) To recommend and publish the proposed agenda for the annual meeting or any special meeting of the General Conference.
(10) To exercise all other powers conferred by law.
(11) To develop and propose Rules of Association for the United Church of God, an International Association, for ratification by the General Conference of Elders. Such ratification shall require a two-thirds (2/3) majority of the valid ballots cast by the elders of the General Conference.
8.7 COUNCIL MEETINGS
8.7.1 Place of Meetings
Regular or special meetings of the Council may be held at any place that a majority of the Council may designate; or, if not so designated, meetings shall be held at the Corporation's principal office. Notwithstanding the above provisions of this section, a regular or special meeting of the Council may be held at any place consented to in writing by all Council members, either before or after the meeting. If such consents are given, they shall be filed with the minutes of the meeting.
8.7.2 Meetings by Telephone
Any meeting of the Council, regular or special, may be held using teleconference technology or similar communication equipment, as long as each Council member participating in the meeting can hear and respond to every other Council member. All such Council members shall be deemed to be present in person at such a meeting.
8.7.3 Regular Meetings
Regular meetings of the Council may be held subject to appropriate call and notice at such time and place as the chairman shall fix. Regular meetings shall be held once every three (3) months during the calendar year. Regular meetings shall be called by the chairman. However, if the chairman fails to call a required meeting, a simple majority of the Council may do so, upon written notice of at least twenty (20) days, transmitted to all members by first-class mail.
8.7.4 Special Meetings
Special meetings of the Council of Elders for any purpose may be called at any time by the chairman of the Council of Elders or a majority of the Council members.
a. Manner of Giving Notice
Notice of the time and place of special meetings shall be given to each Council member by one of the following methods:
(1) by personal delivery of written notice;
(2) by first-class mail, postage prepaid;
(3) by telephone, either directly to the Council member or to a person at the Council member's office who would reasonably be expected to communicate that notice promptly to the Council member;
4) by electronic mail (e-mail), return receipt requested;
(5) by telegram, charges prepaid; or
(6) by fax.
All such notices shall be communicated via the Council member's address, e-mail address, fax or telephone number as shown on the records of the Corporation.
b. Time Requirements
Notices of special meetings of the Council of Elders sent by first-class mail shall be deposited in the United States mail or other carrier at least ten (10) days before the time set for the meeting. Notices given by personal delivery, by telephone, e-mail, telegraph or fax shall be delivered, telephoned, given to the telegraph company or faxed at least forty-eight (48) hours before the time set for the meeting.
c. Notice Contents
The notice of a special meeting of the Council of Elders shall state the time of the meeting and the place, if the place is other than the principal office of the Corporation. The notice must specify the purpose of the meeting.
Two-thirds (2/3) of the authorized number of the Council members shall constitute a quorum for the transaction of business, except to adjourn. At any meeting of the Council of Elders where a quorum is present, every action taken or decision made, by those present, shall require a simple majority ballot of the entire membership of the Council of Elders. When the Bylaws explicitly require a two-thirds (2/3) ballot of the Council of Elders to take action or make a decision, then the decision made or action taken shall require a two-thirds (2/3) ballot of the entire membership of the Council of Elders. Every action taken or decision made by the Council members present at a duly held meeting at which a quorum is present shall be the act of the Council of Elders. A meeting of the Council of Elders may continue to transact business, despite the withdrawal of Council members, on the condition that any action taken or decision made thereafter is approved by a simple majority ballot (or a two-thirds (2/3) majority ballot when required elsewhere in these Bylaws) of the entire membership of the Council of Elders.
8.7.6 Waiver of Notice
Notice of a meeting need not be given to any Council member who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting need not be given to any Council member who attends the meeting and does not protest, before or at the commencement of the meeting, about the lack of notice to such member.
8.7.7 Executive Session
The Council of Elders may from time to time meet in executive session when deemed appropriate by the Council. Any member of the Council may request that the chairman convene the Council for an executive session. Upon request, the chairman shall move to adjourn any meeting in progress, excuse any non-Council members whose presence at the executive session is not required and move to convene the executive session. Executive sessions of the Council are subject to the same attendance and quorum requirements as regular meetings. It is the intention of the Council in providing for executive sessions that they be used to address any matters that are sensitive or confidential in nature.
A majority of the Council members present, whether or not a quorum is present, may adjourn any meeting to another time and place. The meeting may not be reconvened, and no business may be conducted, unless all members are given notice of the time and place for reconvening the meeting. Notice of the time and place for reconvening the meeting shall be given in accordance with the provisions of section 126.96.36.199.
8.7.9 Action Without a Meeting
Any action that the Council is required or permitted to take may be taken without a meeting, if all members of the Council, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as the unanimous ballot of the Council of Elders. Such consents shall be filed with the minutes of the proceedings of the Council of Elders.
8.8.1 Committees of the Council
The Council of Elders, by a resolution that is adopted by a two-thirds (2/3) ballot of the members then in office, provided a quorum is present, may create one or more committees, each consisting of two (2) or more Council members (but no persons who are not Council members) to serve at the pleasure of the Council of Elders. Appointments to committees of the Council of Elders shall be by majority ballot of the Council members then in office. The Council of Elders may appoint one (1) or more Council members as alternate members of any such committee, who may replace any absent Council member at any meeting. Any such committee, to the extent provided in the Council of Elders resolution, shall have all authority of the Council of Elders, except that no committee, regardless of a Council of Elders resolution, may:
(a) Take any final action on matters that, under law, the Articles, the Constitution or these Bylaws, they are not authorized to act upon.
(b) Amend or repeal any Council resolution unless by its express terms the resolution allows for such amendment or repeal.
(c) Create any other committees of the Council or appoint members to, or fill vacancies in, committees created by the Council.
(d) Take any final action, regardless of Council resolution, that requires action by the General Conference or the Council.
8.8.2 Meetings and Actions of Committees
Meetings and actions of a committee of the Council shall be governed either by Council resolution or, if there is none, by resolution of the committee of the Council. Minutes of each meeting of any committee of the Council shall be kept and shall be filed with the corporate records. The Council may adopt rules for the governance of any committee that are consistent with these Bylaws; or, in the absence of rules adopted by the Council, the committee may adopt such rules.
8.8.3 Advisors to the Committees
Any committee of the Council is authorized and encouraged to utilize lay members and others as advisors. Advisors to Council committees may not vote. The Council of Elders may, by resolution, delegate responsibilities to an advisory committee to the extent that those responsibilities could be delegated to anyone under law.
8.8.4 Member Advisory Committees
The Council is authorized and encouraged to establish advisory committees comprised of baptized members of the Church. Committees may include both men and women. These committees are ad hoc advisory panels established to provide input to the Council.
8.9 RIGHT OF APPEAL
All lay members of the Church have the right to appeal disciplinary actions, or other adverse actions or decisions, to elders designated by the Council, and for certain matters, to the Council itself, after completing the process of appeal as developed by Ministerial Services and approved by the Council of Elders.
9.0 ARTICLE 9-OFFICERS AND MANAGEMENT TEAM
The officers of the Corporation shall be president, secretary and treasurer. They shall be approved by a two-thirds (2/3) secret ballot of the Council. If after three (3) ballots no candidate is elected, that officer vacancy can be filled by a ballot of a simple majority of the Council. Any officer of the Corporation serves at the pleasure of the Council and can be removed with or without cause by a two-thirds (2/3) ballot of the Council. At the regularly scheduled Council meeting just prior to the anniversary of each third year of service for each officer, the Council must reaffirm, with at least a simple majority, the continuance of each officer on an individual basis. If an officer is not so affirmed, he must step down effective on the date specified by the Council majority, and a replacement approved as soon as possible. No officer may serve concurrently in more than one (1) office. No officer of the Corporation, including the president, may serve concurrently as a member of the Council of Elders, except as provided in Bylaw Article 9, Section 9.5 - Vacancies in Offices.
9.1.1 Office of the President
The president shall be the chief executive officer of the Corporation. The office of the president must be filled by an individual who is an ordained elder as defined in these Bylaws. The office of president is not vested with the authority to establish or revise doctrine. The president shall, insofar as it is consistent with the Constitution, these Bylaws and applicable law:
(1) Have the responsibility for the general and active daily operation of the Corporation.
(2) Represent the Corporation in those legal and business matters for which the chairman of the Council does not have responsibility.
(3) Cause to be developed all systems, including but not limited to, care of the congregations, financial, informational, legal and human resources appropriate to the functioning of the Corporation.
(4) Perform all duties incidental to that of the chief executive officer and such other duties as may be delegated to him by the Council.
9.2 MANAGEMENT TEAM
The president is responsible to nominate and recommend for Council approval such offices and individuals to fill those offices as the business of the Corporation may require. Upon a two-thirds (2/3) secret ballot approving such offices and persons to fill those offices, said individuals serve in their respective capacity until replaced and in so far as it is consistent with the Constitution, these Bylaws and applicable law, shall perform duties and exercise authority as determined by the president. No member of the management team (as defined in Section 5.1.4 of these Bylaws) may serve concurrently as a member of the Council of Elders.
9.3 REMOVAL OF OFFICERS
Without prejudice to any rights of an officer under any contract of employment, any officer may be removed, with or without cause, by the Council, upon a two-thirds (2/3) vote of the Council.
9.4 RESIGNATION OF OFFICERS
Any officer may resign at any time by giving written notice to the Corporation. The resignation shall take effect as of the date the notice is received, or at any later time specified in the notice and unless otherwise specified in the notice. A resignation need not be accepted formally to be effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
9.5 VACANCIES IN OFFICES
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office, provided that such vacancies shall be filled as they occur. Whenever there is a vacancy in the office of the president, or when the president, by his written declaration transmitted to the secretary, states that he is unable or unwilling to discharge the powers and duties of his office, the chairman of the Council shall assume responsibility for business operations of the Corporation and shall be acting president until such time as a replacement is promptly appointed to that office in accordance with these Bylaws.
The secretary shall act as secretary of the Corporation and shall:
(1) Keep or cause to be kept, at the Corporation's principal office or such other place as the Council may direct, a book of minutes of all meetings, proceedings and actions of the Council, of committees of the Council, and of General Conference meetings, and how each member of the Council balloted (for, against or abstain) on any resolution or other action taken or approved by the Council. Council members may, at their option, summarize in one typewritten page their reasons for their ballot. Such statements shall be submitted to the secretary no later than seven (7) days after the adjournment of the Council meetings at which the ballot(s) were taken. Any such statements so submitted shall become part of the minutes of the Corporation. The minutes of meetings shall include the time and place of holding, whether the meeting was general or special; and if special, how authorized, the method of notice given and the names of those present, or otherwise represented, at Council and committee meetings and General Conference meetings. The secretary shall keep or have kept at the principal office, a copy of the Articles of Incorporation, the Constitution and Bylaws, as amended to date. The secretary shall keep such other records and documents as are required by law to be kept.
(2) Cause to be given notice of all meetings of the General Conference and of the Council, and notice of meetings of committees of the Council required by the Bylaws to be given.
(3) Be custodian of the seal of the Corporation and affix the seal, or cause it to be affixed, as appropriate.
(4) Perform duties, as assigned by the chairman, the president or the General Conference, which are not inconsistent with these Bylaws.
(5) Sign, execute and deliver in the name of the Corporation, all other instruments incident to the office of secretary that are not specifically reserved for the chairman or General Conference and which are not prohibited by these Bylaws.
9.7.1 Books of Account
The treasurer, as the chief financial officer, shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and other matters customarily included in financial statements. The books of account shall be open to inspection by any Council member at all reasonable times.
9.7.2 Deposit and Disbursement of Money and Valuables
The treasurer shall deposit, or cause to be deposited, with such depositories as the Council may designate, all money and other valuables in the name and to the credit of the Corporation, shall disburse the Corporation's funds as the Council may order, shall render to the president and Council members, when requested, an account of all transactions as chief financial officer and of the financial condition of the Corporation, and shall, insofar as is consistent with the Constitution, these Bylaws and applicable law, have such other powers and perform such other duties as the Council or the president may prescribe.
9.7.3 Annual Budget
The treasurer shall prepare an annual balanced budget to be approved by the Council and ratified by the General Conference at its annual meeting.
9.7.4 Execution of Corporate Documents
The treasurer shall sign, execute and deliver in the name of the Corporation, all other instruments incident to the office of treasurer that are not specifically reserved for the president, the chairman or General Conference, and which are not prohibited by the Constitution or these Bylaws. He shall perform other duties, insofar as they are consistent with the Constitution, these Bylaws and applicable law, as delegated by the president, and hold such other powers as may be prescribed by the Council or General Conference, insofar as such are consistent with the Constitution, these Bylaws and applicable law.
9.8 COMPENSATION GENERALLY
The Council shall adopt a compensation policy for all employees, independent contractors or consultants, which shall be administered by the appropriate officers of the Corporation.
9.9.1 Right of Indemnity
To the fullest extent permitted by law, this Corporation may indemnify its Council members, officers, employees and other persons which the law allows this Corporation to indemnify, including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is defined by law, and including an action by or in the right of the Corporation, by reason of the fact that such person is or was a person to whom the law pertains. "Expenses," as used in this article of these Bylaws, shall include without limitation, attorney's fees and any other expenses for which, under law, such persons may be indemnified.
9.9.2 Approval of Indemnity
If the Council cannot authorize indemnification, because the number of Council members who are parties to the proceeding about which indemnification is sought prevents the formation of a quorum of Council members not parties to that proceeding, the Council shall promptly call a meeting of the General Conference. At that meeting, the Council members shall determine under applicable law who can be indemnified. If so, the elders present at the meeting in person, by written consent or by absentee ballot shall authorize indemnification.
9.9.3 Advancement of Expenses
To the fullest extent permitted by law, and except as otherwise determined by the Council in a specific instance, expenses incurred by a person seeking indemnification under this article of these Bylaws, in defending any proceeding covered by this article, shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid, unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.
The Corporation shall have the power to purchase and maintain insurance on behalf of its officers, Council members, employees and other agents against any liability asserted against or incurred by any officer, Council member, employee or agent in such capacity or arising out of the officer's, Council member's, employee's or agent's status as such.
10.0 ARTICLE 10-FINANCIAL MATTERS
10.1 BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of accounts and shall also keep the minutes of the proceedings of the General Conference, Council and committees of the Council having and exercising any of the authority of the General Conference or the Council. All books and records of the Corporation shall be kept at the principal office. The financial statements and Form 1023 (application for exempt status) may be inspected at the principal office, with reasonable advance notice, by any member of the Church. Local congregations of the Church shall maintain such books and records as to enable the Corporation to consolidate financial information and achieve ability to audit according to generally accepted accounting principles in whatever nation the local congregation meets.
10.2 ANNUAL REPORTS
The corporate treasurer shall prepare a report of the financial activity of the Corporation for the preceding year. The report must conform to accounting standards as promulgated by the Financial Accounting Standards Board and must include a statement of revenue and expenses as well as a statement of function, a statement of changes in financial position and a statement of assets and liabilities.
10.3 INDEPENDENT AUDIT
An independent audit shall be made each year with an accompanying management letter to the Council.
10.4 PUBLICATION OF THE ANNUAL REPORTS
The Corporation's annual report shall be published and made available to every member of the Church.
10.5 DISCLOSURE OF SALARY RANGES
At each annual meeting of the General Conference, the treasurer shall disclose the salary ranges for all paid positions of the Corporation.
10.6 ANNUAL BUDGET
The Council shall evaluate, and determine on an annual basis, the percentage of income to be allocated from the projected total budget for the following year to support specific areas of the overall mission of the Church. This budget must balance projected income and expenditures and shall then be submitted to the General Conference for its ratification. If not ratified, the Council shall submit a revised budget for ratification as soon as practicable and, pending a ratified budget, the Corporation shall operate under the constraints of the previously ratified annual budget.
11.0 ARTICLE 11-GENERAL PROVISIONS
11.1 FISCAL YEAR
To provide for the effective financial administration of the Corporation, the fiscal year of the Corporation shall begin July 1, and end June 30. This change in the fiscal year will become effective on July 1, 2000, and continue until such time as this section may be amended. To accommodate this change in fiscal years, the following will occur:
(1) The 1998-1999 fiscal year ends on March 31, 1999.
(2) The financial books of the Corporation will be opened from April 1, 1999, to
June 30, 2000, at which time the financial books will be closed and this fifteen (15)- month period separately audited.
(3) The financial books of the Corporation will, after June 30, 2000, be audited for periods of twelve (12) months, from July 1 to the following June 30.
The Council may authorize any officer or agent of the Corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation.
11.3 CHECKS, DRAFTS OR ORDERS
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Council. In the absence of such determination by the Council, such instruments shall be signed by the president.
11.4 JUDICIAL AUTHORITY
The General Conference has final judicial authority with respect to the interpretation and enforcement of the Constitution. The Council has final judicial authority with respect to the interpretation and enforcement of these Bylaws and with respect to any controversy that may arise thereunder.
Every meeting of the General Conference or Council shall be opened with prayer.
11.6 EXTENSION OF TIME TO PERFORM
Whenever the time for the performance of any action or condition under these Bylaws, or under rules, procedures, processes, appeals, resolutions or other proceedings promulgated or created pursuant to these Bylaws, falls on a Saturday (Sabbath Day), Sunday, a Holy Day of the Church or a legal holiday, such time shall be automatically extended to the next business day.
12.0 ARTICLE 12-AMENDMENTS
12.1 AMENDMENT OF CONSTITUTION OR BYLAWS
The General Conference shall have the sole authority to repeal or amend the Constitution and these Bylaws.
12.2 MANNER OF AMENDING GOVERNING DOCUMENTS
This procedure shall not apply to any amendment of Fundamental Beliefs as set forth under Article 2.0 of the Constitution, which will be done through another process.
While it is the intent of this procedure to aid in the introduction of needed amendments in a careful and thoughtful manner, nothing herein is in any way intended to limit the power of the General Conference for changing the Church's Governing Documents at any time by written consent or with or without a meeting so long as the necessary majorities set forth in Article 5.1.1 of the Constitution are maintained. The procedure may be changed, after appropriate call and notice, at any time by a simple majority of the General Conference as it is constituted at the time such action is taken.
12.2.1 Amendment Committee
188.8.131.52 Appointment and Qualifications
In order to effectively facilitate such improvements as may be necessary or beneficial to the Church's Governing Documents, the Council shall appoint five (5) elders, and one (1) alternate who are and remain elders of the Church in good standing, not in the employ of the Church, chosen for their integrity, and not members or outgoing members of the Council or current members of any committee of the Council. These elders, as the Amendment Committee ("the Committee"), of the General Conference of Elders shall serve terms of three (3) years beginning May 1, 1998. The initial terms shall be staggered for one (1), two (2), and three (3) years, based on a random drawing by the Chairman of the Committee. In the initial Committee, two (2) of the five (5) members shall be selected for three (3)-year terms, two (2) for two (2)-year terms, and one (1) for a one (1)-year term. Thereafter, all members will be selected for three (3)-year terms. The alternate will complete the term of the Committee member he replaces.
184.108.40.206 Purpose of the Committee
The purpose of the Committee shall be to facilitate the introduction of timely, non-conflicting and unambiguous proposals for amendment to the aforementioned governing documents for consideration by the General Conference. A Committee member may not submit a proposed amendment during his term in office.
220.127.116.11 Guidelines and Forms for the Committee
Subject to the written approval of the Council, the Committee may develop and distribute such guidelines, forms and internal timelines for their work as are necessary to facilitate the amendment process, so long as they are consistent with this procedure. The Committee shall select from among themselves a chairman to serve at the Council and Committee's pleasure to coordinate its activities.
18.104.22.168 Council's Right of Removal
Any member of the Committee may be removed by a two-thirds (2/3) ballot of the Council. The decision of the Council will be final in such action. The removed member will be replaced by the alternate and a new alternate will be named by the Council.
22.214.171.124 Committee Expenses
While the Committee serves without pay, it shall be reimbursed for reasonable expenses incurred in executing its duties.
12.2.2 Amendment Process
126.96.36.199 Amendment Schedule
The Council will prepare and approve an annual Amendment Schedule. The secretary will send this Schedule to all members of the General Conference of Elders each year no later than ten (10) days after the conclusion of the annual meeting of the General Conference of Elders. This schedule will outline the dates for the coming year for submission, review and input of proposed amendments.
188.8.131.52 Time for Submission
Elders: Any elder who is a member in good standing of the General Conference of Elders (except as provided above) may present an amendment to any portion of the Governing Documents (except the "Fundamental Beliefs," as stated in the Constitution, which are subject to a separate process). All submissions must be in writing and must be presented to the Committee at any time during the year, but postmarked no later than the date indicated on the annual Amendment Schedule. Said date on the annual Amendment Schedule shall be forty-five (45) days from the date the Schedule is sent to all members of the General Conference of Elders.
Council: Any four (4) or more members of the Council can present joint proposal(s) to the Committee up to the date indicated by the annual Amendment Schedule. Said date on the annual Amendment Schedule shall be December 15th in each year, or the next business day if December 15th falls on a Sabbath, Sunday or public holiday. If the Council feels that a proposed amendment requires immediate or emergency action it can, by a two-thirds (2/3) majority vote, present amendments to the General Conference of Elders for consideration at any time during the course of the year. All such emergency amendments proposed by the Council must include any "Statement of Concern" from the dissenting Council members, a means for sharing input from the local congregations (and their elders) with the General Conference of Elders and provide for a minimum of thirty (30) days for General Conference of Elders consideration prior to being balloted. For these proposals the Council should, but is not required to, first submit the same to the Committee and/or designated legal counsel for input. The Council may also designate the timing for consideration of such amendments during the year or at the annual meeting.
184.108.40.206 What Proposals Must Include
The proposed amendment must clearly specify which section of the Governing Documents are being amended. The exact wording for the proposed amendment must be included. The individual(s) proposing the amendment must provide a brief statement of three hundred (300) words or less, explaining the need for such a change in our documents. The amendment will not be considered without this "Statement of Justification." Since only members of the General Conference of Elders may submit proposals, no anonymous submissions will be accepted.
220.127.116.11 Rejection Based on Time
The Chairman of the Committee or his designee shall record the date the amendment was received and the date of any subsequent revision as set forth in these Bylaws and reject those that are not timely. Date of receipt will be considered the date of postmark for amendments mailed from within the U.S. and date of physical receipt for amendments mailed from areas outside the U.S.
18.104.22.168 Opportunity for Elders to Suggest Edits
The Committee shall make arrangements for Ministerial Services to distribute a copy of all amendments with their respective "Statements of Justification" to all members of the General Conference of Elders within ten (10) days after the deadline for submission of amendments. There shall follow a thirty (30)-day period during which elders may communicate directly with the author(s) of an amendment to make comments or suggest edits. If the author(s) of an amendment chooses to modify the amendment and/or "Statement of Justification," he must resubmit the modified amendment and "Statement of Justification" to the Committee by the end of the thirty (30)-day period.
22.214.171.124 Opportunity for Correction
The Committee has until five (%) days after the Last Great Day in each year to review the amendment. The Committee should seek counsel from an attorney designated by the Council. If there are legal or internal conflicts or ambiguities in the proposed amendment or if it does not otherwise follow the requirements in Article 126.96.36.199, then it must be returned to the author(s), together with a clear statement from the Committee describing the problem, for correction. The exception will be amendments that are recorded as having been received after the deadline. There can be no correction for a late amendment. It can only be rejected. Otherwise, the author will have fifteen (15) days after the date that the notice of the defect is sent to correct the problem and resubmit the proposed amendment. He may also discuss any issues of concern with the Committee and/or legal counsel. The Committee will have fifteen (15) days after its submission to reconsider a proposed amendment that has been corrected by the author(s).
188.8.131.52 Committee Recommendation
The Committee must send the proposed amendment in its original, or corrected form, to the secretary with a recommendation no later than the date indicated on the annual Amendment Schedule. The Committee has only two (2) choices for a recommendation:
a). The proposed amendment should be rejected by the Council because it does not meet the constitutional or bylaw requirements for an amendment.
b). The proposed amendment meets all the necessary constitutional and bylaw requirements in the opinion of the Committee and should go forward to the General Conference of Elders.
The Committee may not reject, or recommend that the Council reject, any proposed amendment that meets all the necessary constitutional and bylaw requirements. If the Committee recommendation is that the proposed amendment should be rejected by the Council, specific details must be given to the Council and to the author(s) of each constitutional and bylaw requirement which, in the opinion of the Committee, has not been met.
184.108.40.206 Council Review
The secretary shall forward proposed amendments along with their respective "Statements of Justification" to the Council with the recommendation of the Committee. The Council shall have until December 15th in each year (or next business day if December 15th falls on a Sabbath, Sunday or public holiday) to complete their review.
220.127.116.11 Effect of Council Endorsement or Inaction
There are three (3) possible courses of action, which may be taken regarding proposed amendments:
a) If the Council decides to support (by a minimum of four (4) members) a proposed amendment, the Council will so inform the Committee and it will be placed on the agenda for the upcoming annual meeting of the General Conference of Elders.
b) If the Council chooses not to support (lacking the support of four (4) members) a proposed amendment, the Council will so inform the Committee and the proposed amendment will be sent to the General Conference of Elders for possible endorsement (as per Section 18.104.22.168). The Council may choose to provide a "Statement of Concern" to be included with the proposed amendment.
c) If the Council does not act upon a proposed amendment within the period of time allocated for Council review, the Committee will forward the proposed amendment to the General Conference of Elders for possible endorsement (as per Section 22.214.171.124).
A proposed amendment recommended for rejection by the Committee may only be put forward by the Council on a two-thirds (2/3) ballot; otherwise the Committee’s rejection shall be deemed as accepted by the Council.
126.96.36.199 Presentation to the General Conference of Elders of Proposals Not Endorsed by the Council
The Committee shall send any proposed amendments, their "Statement of Justification," and any "Statement of Concern" from the Council to the General Conference of Elders to be considered for placement on the annual meeting agenda if it was recommended to go forward by the Committee but did not receive the endorsement of four (4) Council members. The General Conference of Elders will be given thirty (30) days to consider whether this proposed amendment has merit and should be on the agenda of the next annual meeting. All proposed amendments which are sent to the General Conference of Elders must contain the name of the author(s). The level of support must be at least twenty-five percent (25%) of the General Conference of Elders (as constituted on the date of the mailing) to be placed on the agenda for the annual meeting of the General Conference of Elders.
188.8.131.52 Congregational Input
The Committee shall make arrangements for Ministerial Services to distribute a copy of all amendments approved for placement on the agenda for the annual meeting of the General Conference of Elders in each congregation for comment. At least thirty (30) days shall be given for the receipt of "Statements of Concern" or "Statements of Support" (not to exceed three hundred (300) words) by interested members and elders of the Church. Thereafter the Committee shall compile those comments (or a synopsis of representative expressions of the same, if voluminous) and forward them to the secretary for inclusion on the agenda with those amendments being placed on the ballot for the annual meeting of the General Conference of Elders.
184.108.40.206 Placement of Proposals on the Conference Agenda
The secretary shall include on the agenda for the upcoming meeting of the General Conference of Elders the proposed amendments which have been endorsed by either four (4) members of the Council (at least eight (8) for proposals rejected by the Committee) or twenty-five percent (25%) of the General Conference of Elders. The secretary shall include:
a) The actual wording of the amendment as proposed.
b) The "Statement of Justification" provided by the author.
c) Any "Statement of Concern" that the Council may choose to provide.
d) The elder and congregational input from section 220.127.116.11 gathered and summarized by the Committee into report form.
18.104.22.168 Conflicting Amendments
If there is a conflict with two (2) or more amendments submitted on the same section of the governing documents, yet both receive enough valid ballots to pass, then the amendment which received the most valid ballots shall prevail. In the event of a tie, the Council of Elders shall determine which amendment will take effect in the governing documents.
12.2.3 Effective Date of Amendments
Proposed amendments receiving the necessary approval of the General Conference of Elders shall take effect on the day immediately following the Annual Conference (or the day after results are announced, whichever is later), Special Meeting, Action or Approval by Written Consent or Ballot Without a Meeting, as applicable, at which they were passed.