Community of Grace Lutheran Church Constitution and Bylaws

Chapter 3. NATURE OF THE CHURCH
C3.01. All power in the Church belongs to our Lord Jesus Christ, its head. All actions of this congregation are to be carried out under his rule and authority.
C3.02. The Church exists both as an inclusive fellowship and as local congregations gathered for worship and Christian service. Congregations find their fulfillment in the universal community of the Church, and the universal Church exists in and through congregations. The Evangelical Lutheran Church in America, therefore, derives its character and powers both from the sanction and representation of its congregations and from its inherent nature as an expression of the broader fellowship of the faithful. In length, it acknowledges itself to be in the historic continuity of the communion of saints; in breadth, it expresses the fellowship of believers and congregations in our day.

Chapter 4. STATEMENT OF PURPOSE
C4.01. The Church is a people created by God in Christ, empowered by the Holy Spirit, called and sent to bear witness to God’s creative, redeeming, and sanctifying activity in the world.

C4.02. To participate in God’s mission, this congregation as a part of the Church shall:
a. Worship God in proclamation of the Word and administration of the sacraments and through lives of prayer, praise, thanksgiving, witness, and service.
b. Proclaim God’s saving Gospel of justification by grace for Christ’s sake through faith alone, according to the apostolic witness in the Holy Scripture, preserving and transmitting the Gospel faithfully to future generations.
c. Carry out Christ’s Great Commission by reaching out to all people to bring them to faith in Christ and by doing all ministries with a global awareness consistent with the understanding of God as Creator, Redeemer, and Sanctifier of all.
d. Serve in response to God’s love to meet human needs, caring for the sick and the aged, advocating dignity and justice for all people, working for peace and reconciliation among the nations, and standing with the poor and powerless, and committing itself to their needs.
e. Nurture its members in the Word of God so as to grow in faith and hope and love, to see daily life as the primary setting for the exercise of their Christian calling, and to use the gifts of the Spirit for their life together and for their calling in the world.
f. Manifest the unity given to the people of God by living together in the love of Christ and by joining with other Christians in prayer and action to express and preserve the unity that the Spirit gives.
C4.03. To fulfill these purposes, this congregation shall:
a. Provide services of worship at which the Word of God is preached and the sacraments are administered.
b. Provide pastoral care and assist all members to participate in this ministry.
c. Challenge, equip, and support all members in carrying out their calling in their daily lives and in their congregation.
d. Teach the Word of God.
e. Witness to the reconciling Word of God in Christ, reaching out to all people.
f. Respond to human need, work for justice and peace, care for the sick and the suffering, and participate responsibly in society.
g. Motivate its members to provide financial support for the congregation’s ministry and the ministry of other parts of the Evangelical Lutheran Church in America.
h. Foster and participate in interdependent relationships with other congregations, the synod, and the church-wide organization of the Evangelical Lutheran Church in America.
i. Foster and participate in ecumenical relationships consistent with church-wide policy.
C4.04. This congregation shall develop an organizational structure to be described in the Constitution and Bylaws. The Board of Directors shall approve said organizational structure, job descriptions for the executive committee and key staff members, descriptions of the responsibilities of each committee, subordinate board, or other organizational group and shall review their actions.
C4.05. This congregation shall, from time to time, adopt a mission a statement that will provide specific direction for its programs.

C4.05.01. Mission Statement: Following Jesus on the bold, reckless adventure of Grace starting in the home, in partnership with the church and out into the world.

Chapter 5. POWERS OF THE CONGREGATION
C5.01. The powers of the congregation are those necessary to fulfill its purpose.
C5.01.01. Community of Grace shall be a board-led, staff-managed, and congregationally-empowered organization. The staff shall be empowered to manage Community of Grace within an organizational framework developed by the staff and approved by the Board of Directors. The Congregation shall elect members to the Board of Directors and hold them accountable in performance of their duties as defined in Chapter 12 of the Constitution and Bylaws.
C5.02. The powers of this congregation are vested in the Congregation. Meetings are called and conducted as specified in the Constitution and Bylaws.
C5.03. Only such authority as is delegated to the Board of Directors or other organizational units in this congregation’s governing documents is recognized. The Congregation retains all remaining authority. The Congregation is authorized to:
a. call a pastor as provided in Chapter 9;
b. offer a sabbatical, not to exceed three months in length, to its pastors once every 7 years (Sabbaticals may not be accumulated or combined.);
c. terminate the call of a pastor as provided in Chapter 9;
d. approve the annual budget;
e. acquire real and personal property by purchase;
f. hold title to and use its property for any and all activities consistent with its purpose;
g. sell, mortgage, lease, transfer, or otherwise dispose of its property by any lawful means;
h. elect its Board of Directors, and require them to carry out their duties in accordance with the Constitution, Bylaws, and Continuing Resolutions;
i. terminate its relationship with the Evangelical Lutheran Church in America as provided in Chapter 6;
j. enter into contracts of one million dollars or less; (No individual or group affiliated with the Community of Grace shall enter into a contract with a value of greater than one million dollars ($1,000,000.00) without a resolution adopted by a majority of the ballot votes cast by members present at a properly called and conducted meeting of this congregation.) and
k. the highest amount of indebtedness or liability to which this congregation shall at any time subject itself shall be twenty million dollars ($20,000,000.00) without a resolution adopted by not less than a majority ballot vote of the voting members present at a legally called and conducted meeting of this congregation.

C5.04. In all matters left undecided by the Word of God and not subject to Civil laws, the Congregation itself, and not any individual or group within or without of the congregation, shall have the right of ultimate decision.

Chapter 6. CHURCH AFFILIATION
C6.01. This congregation shall be an interdependent part of the Evangelical Lutheran Church in America or its successor, and of the Grand Canyon Synod of the Evangelical Lutheran Church in America. This congregation is subject to the discipline of the Evangelical Lutheran Church in America.
C6.02. This congregation accepts the Confession of Faith and agrees to the Purposes of the Evangelical Lutheran Church in America and shall act in accordance with them.
C6.03. This congregation acknowledges its relationship with the Evangelical Lutheran Church in America in which:
a. This congregation agrees to be responsible for its life as a Christian community.
b. This congregation pledges its financial support and participation in the life and mission of the Evangelical Lutheran Church in America.
c. This congregation agrees to call pastoral leadership from the clergy roster of the Evangelical Lutheran Church in America in accordance with its call procedures except in special circumstances and with the approval of the bishop of the synod.
d. This congregation agrees to file this constitution and any subsequent changes to this constitution with the synod.
C6.04. Affiliation with the Evangelical Lutheran Church in America may be terminated as follows:
a. This congregation takes action to dissolve.
b. This congregation ceases to exist.
c. This congregation is removed from membership in the Evangelical Lutheran Church in America according to the procedures for discipline of the Evangelical Lutheran Church in America.
d. This congregation follows the procedures outlined in C6.05.
C6.05. This congregation may terminate its relationship with the Evangelical Lutheran Church in America by the following procedure:
a. A resolution indicating the desire of this congregation to terminate its relationship must be adopted by a two-thirds of the votes cast by the voting members present at a properly called and conducted special meeting of this congregation.
b. The secretary of this congregation shall submit a copy of the resolution to the synodical bishop and shall mail a copy of the resolution to voting members of this congregation. This notice shall be submitted within 10 days after the resolution has been adopted.
c. The bishop of the synod shall consult with this congregation during a period of at least 90 days.
d. If this congregation, after consultation, still desires to terminate its relationship, such action may be taken at a properly called and conducted special meeting by two-thirds of the votes cast by the voting members present, at which meeting the bishop of the synod or an authorized representative shall be present. Notice of the meeting shall be mailed to all voting members at least 10 days in advance of the meeting.
e. A certified copy of the resolution to terminate its relationship shall be sent to the synodical bishop, at which time the relationship between this congregation and the Evangelical Lutheran Church in America shall be terminated.
f. Notice of termination shall be forwarded by the synodical bishop to the secretary of this congregation and published in the periodical of this congregation.

Chapter 7 PROPERTY OWNERSHIP
C7.01. If this congregation ceases to exist, title to undisposed property shall pass to the Grand Canyon Synod of the Evangelical Lutheran Church in America.
C7.02. If this congregation is removed from membership in the Evangelical Lutheran Church in America according to its procedure for discipline, title to property shall continue to reside in this Congregation.
C7.03. If two-thirds of the voting members present at a properly called and conducted meeting of this Congregation vote to transfer to another Lutheran church body, become independent, or relate to a non-Lutheran church body, title to property shall continue to reside in this Congregation. Before this Congregation takes such action, it shall consult with representatives of the Grand Canyon Synod.
C7.04. Real property of value greater than five hundred thousand dollars, ($500,000) shall not be purchased, disposed, or encumbered in any manner except by resolution adopted by not less than two-thirds of the ballot votes cast by the voting members present at a properly called and conducted meeting of this Congregation.

Chapter 8. MEMBERSHIP
C8.01. Members of this congregation shall be those baptized persons on the roll of this congregation at the time that this Constitution is adopted and those who are admitted thereafter and who have declared and maintain their membership in accordance with the provisions of this Constitution and its Bylaws.
C8.02. Members shall be classified as follows:
a. Baptized members are those persons who have been received by the Sacrament of Holy Baptism in this congregation, or, having been previously baptized in the name of the Triune God, have been received by certificate of transfer from other Lutheran congregations or by affirmation of faith.
b. Confirmed members are baptized persons who have been confirmed in this congregation, those who have been received by adult baptism or by transfer as confirmed members from other Lutheran congregations, or baptized persons received by affirmation of faith.
c. Voting members are confirmed members. Such confirmed members, during the current or preceding calendar year, shall have communed in this congregation or shall have made a contribution to this congregation.
d. Associate members are persons holding membership in other Christian congregations who wish to retain such membership but desire to participate in the life and mission of this congregation, or persons who wish to retain a relationship with this congregation while being members of other congregations. They have all the privileges and duties of membership except voting rights and eligibility for elected offices or membership on the Board of Directors of this congregation.
C8.03. It shall be the privilege and duty of members of this congregation to:
a. make regular use of the means of grace, both Word and Sacraments;

C8.03a.01. It shall be made known to prospective participants that the belief of this congregation is:

1. Participation in the Lord’s Supper is the “reception of the body and blood of our Lord Jesus Christ given with bread and wine (or grape juice), instituted by Christ Himself for us to eat and drink.”
2. We hold that a person is well prepared who believes these words, “given and shed for you for the remissions of sins.”
3. Community of Grace sets no age limit for the receiving of communion. Children may participate.

b. live a Christian life in accordance with the Word of God and the teachings of the Lutheran church; and
c. support the work of this congregation and the Church through contributions of their time, abilities, and financial support as biblical stewards.
C8.04. Membership in this congregation shall be terminated by any of the following:
a. death;
b. resignation;
c. transfer or release;
d. disciplinary action by the Board of Directors; or
e. removal from the roll due to inactivity as defined in the bylaws.
Such persons who have been removed from the roll of members shall remain persons for whom the Church has a continuing pastoral concern.

C8.04e.01.

1. Members who move and are no longer able to participate in this congregation shall be encouraged to transfer their membership. A confirmed member in good standing desiring to change membership to another Church shall receive a Letter of Transfer when so requested.
2. A confirmed member who, within the preceding year shows no interest in attending church services, who does not partake of Holy Communion, and who has made no contribution of record to this congregations may be removed from the voting membership of this church. They shall remain within the continuing concern of this congregation and shall be given conscientious pastoral care. If they resume activity within one year from being removed from the voting membership, they may be reinstated as voting members. If they fail to meet the above criteria, they may be dismissed from the congregation and be notified of the dismissal.
3. All members, baptized, confirmed, voting, or associate, who have resigned, transferred to another congregation, or have been dismissed shall be considered as having terminated membership of this congregation.

Chapter 9. THE PASTOR
C9.01. Authority to call a pastor shall reside in this congregation. Calling a pastor requires at least two-thirds of the ballot votes cast by voting members present and voting at a meeting legally called for that purpose. Before a call is issued, the officers, or a committee elected by the Board of Directors to recommend the call, shall seek the advice and help of the bishop of the synod. When a pastor is called to serve in company with another pastor or pastors, the officers, or a committee elected by the Board of Directors to recommend the call, shall seek the advice and help of the Senior Pastor.
C9.02. A member of the clergy roster of the Evangelical Lutheran Church in America or an ordained minister who has been recommended for the congregation by the officers, or a committee elected by the Board of Directors to recommend the call may be called as a pastor of this congregation.
C9.03. Consistent with the faith and practice of the Evangelical Lutheran Church in America,
a. Every ordained minister shall: 1) preach the Word; 2) administer the Sacraments; 3) conduct public worship; 4) provide pastoral care; and 5) speak publicly to the world in solidarity with the poor and oppressed, calling for justice and proclaiming God’s love for the world.
b. Each ordained minister with a congregational call shall, within the congregation: 1) offer instruction, confirm, marry, visit the sick and distressed, and bury the dead; and 2) with the Board of Directors, administer discipline.
c. Every pastor shall: 1) strive to extend the Kingdom of God in the community, in the nation, and abroad; 2) seek out and encourage qualified persons to prepare for the ministry of the Gospel; 3) impart knowledge of this congregation and its wider ministry through distribution of its periodicals and other publications; and 4) endeavor to increase the support given by the congregation to the work of the Church.

C9.03.01. The Board of Directors shall designate one pastor to be the Senior Pastor. The duties of the Senior Pastor are:

1. The Senior Pastor shall offer spiritual guidance and leadership training to equip the Board of Directors members and advisory boards.
2. The Senior Pastor is the senior staff employee of the congregation and shall have supervisory authority over other staff personnel. Specific duties may be described in the continuing resolutions of the Board of Directors.
3. The Senior Pastor shall work closely with each member of the Board of Directors in assisting and providing guidance and direction in the proper performance of their duties.
4. The Senior Pastor shall be familiar with the Constitution, its Bylaws, and Continuing Resolutions.
5. The Senior Pastor shall be the convener of the Nominating Committee.
6. The Senior Pastor shall seek out and encourage qualified persons for positions on the Board of Directors or other boards and organizations.
7. The Senior Pastor shall supervise, direct, and develop other pastoral staff members and seminary students.

8. The Senior Pastor shall be responsible for ensuring that accurate records of the membership and of ministerial acts are kept. The Senior Pastor shall report these statistics annually to the congregation and, when required, to the Secretary of The Evangelical Lutheran Church in America. Upon leaving the congregation, the Senior Pastor shall complete the records of this ministry up to the time of his or her departure. These records shall be and shall remain the property of this congregation. Should this congregation be dissolved, these records shall be deposited in the archives of The Evangelical Lutheran Church in America.

C9.04. The specific duties of the pastor, compensation, and other matters pertaining to the service of the pastor shall be included in a letter of call, which shall be attested by the bishop of the synod.
C9.05. a. The call of a congregation, when accepted by a pastor, shall constitute a continuing mutual relationship and commitment, which, except in the case of the death of the pastor, shall be terminated only following consultation with the synodical bishop and for the following reasons:
1) mutual agreement to terminate the call or the completion of a call for a specific term;
2) resignation of the pastor, which shall become effective, unless otherwise agreed, 30 days after the date on which it was submitted;
3) inability to conduct the pastoral office effectively in the congregation in view of local conditions, without reflection on the competence or the moral and spiritual character of the pastor;
4) the physical or mental incapacity of the pastor;
5) disqualification of the pastor through discipline on grounds of doctrine, morality, or continued neglect of duty;
6). the dissolution of the congregation; or
7) suspension of the congregation as a result of disciplinary proceedings.
a. Allegations of physical or mental incapacity of the pastor or ineffective conduct of the pastoral office shall be brought to the synod’s attention by an official recital of allegations by the Board of Directors or by a petition signed by at least one-third of the voting members of the congregation. In the event of such allegations the bishop shall investigate such conditions personally in company with a committee of two ordained ministers and one layperson.
b. In case of alleged physical or mental incapacity, competent medical testimony shall be obtained. When such disability is evident, the bishop of the synod with the advice of the committee described in C9.05b shall declare the pastorate vacant. Upon the restoration of a disabled pastor to health, the bishop of the synod shall take steps to enable the pastor to resume the ministry, either in the congregation last served or in another field of labor.
c. In the case of alleged local difficulties that imperil the effective functioning of the congregation, all concerned persons shall be heard, after which the bishop of the synod together with the committee described in C9.05.b. shall decide on the course of action to be recommended to the pastor and the congregation. If they agree to carry out such recommendations, no further action shall be taken by the synod. If either party fails to assent, the congregation may dismiss the pastor at a legally called meeting after consultation with the bishop, either (a) by a two-thirds majority vote of the voting members present and voting where the bishop and the committee did not recommend termination of the call, or (b) by a simple majority vote of the voting members present and voting where the bishop and the committee recommended termination of the call.
d. If, in the course of proceedings described in C9.05.d. the committee concludes that there may be grounds for disciplinary action, the committee shall make recommendations concerning disciplinary action to the synodical bishop who may bring charges, in accordance with the provisions of the constitution and bylaws of the Evangelical Lutheran Church in America and the constitution of this synod.
e. If, following the appointment of the committee described in C9.05.b. or d., it should become apparent that the pastoral office cannot be conducted effectively in the congregation due to local conditions, the bishop of the synod may temporarily suspend the pastor from service in the congregation without prejudice and with pay provided through a joint synodical and church-wide fund and with housing provided by the congregation.
C9.06. At a time of pastoral vacancy, candidates for interim pastor shall be interviewed by the Board of Directors and an interim pastor shall be appointed by the bishop of the synod with the consent of the Board of Directors.
C9.07. During the period of service, an interim pastor shall have the rights and duties in the congregation of a regularly called pastor as delegated by the Board of Directors and may delegate the same in part to a supply pastor with the consent of the bishop of the synod and the Board of Directors. The interim pastor and any ordained pastor providing assistance shall refrain from exerting influence in the selection of a pastor.
C9.08. This congregation shall make satisfactory settlement of all mutually agreeable financial obligations to a former pastor before calling a successor. A pastor shall make satisfactory settlement of all mutually agreeable financial obligations to this congregation.
C9.09. When a pastor is called to serve in company with another pastor or pastors, the privileges and responsibilities of each pastor shall be specified in documents to accompany the call and to be drafted in consultation involving the pastors and the Board of Directors. As occasion requires, the documents may be revised through a similar consultation.
C9.10. The congregation may depart from C9.05.a and call a pastor for a specific term. Details of such calls shall be in writing setting forth the purpose and conditions involved. Prior to the completion of a term, the Senior Pastor or a designated representative of the Senior Pastor shall meet with the pastor and representatives of the congregation for a review of the call. Such a call may also be terminated before its expiration in accordance with the provisions of C9.05.a.
C9.11. The pastor of this congregation shall:
a. keep or cause to be kept accurate parochial records of all baptisms, confirmations, marriages, burials, communicants, members received, members dismissed, or members excluded from the congregation;
b. submit a summary of such statistics annually to the synod; and
c. become a member of this congregation upon receipt and acceptance of the letter of call.
C9.12. The pastor(s) shall submit a report of his or her ministry to the bishop of the synod at least 90 days prior to each regular meeting of the Synod Assembly.

Chapter 10. CONGREGATIONAL MEETINGS
C10.01. Regular meetings of this congregation shall be held at times specified.
C10.02. A special Congregational Meeting may be called by the Senior Pastor, the Board of Directors, or the president of this congregation, and shall be called by the president of the congregation upon the written request of fifteen percent of the voting members. The call for each special meeting shall specify the purpose for which it is to be held and no other business shall be transacted. Notice of a special meeting shall be by written notice to the voting members mailed or emailed not less than ten days prior to the meeting. The posting of such notice in the regular mail, with the regular postage affixed or paid, sent to the last known address of such members shall be sufficient. In the case of email, such notice will clearly state “Special Congregational Meeting” in the subject line and be sent to the address last indicated as valid by the voting member.

C10.03. Notice of all regular meetings of this congregation shall be made at no less than two public services immediately preceding the meeting, said services to be at least one week apart.   One annual congregational meeting shall be held in the fourth quarter of each fiscal year to present the annual budget and to elect members of the Board of Directors.

C10.04. A quorum shall consist of the voting members that are present at the properly called Congregational Meeting.
C10.05. Voting by proxy or by absentee ballot shall not be permitted.
C10.06. All actions by the congregation shall be by majority vote except as otherwise provided in this Constitution.
C10.07. The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern parliamentary procedure for all meetings of this congregation in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules or order the congregation may adopt.
C10.08. The president of the congregation as defined in C11.01 shall preside over Congregational Meetings. In the event the president is not able to serve the vice president shall preside.

Chapter 11. OFFICERS
C11.01. The officers of this congregation shall be a president, vice president, secretary, and treasurer.
a. To be elected, the officers shall be voting members of the congregation.
b. Officers of this congregation shall serve similar offices of the Board of Directors and shall be voting members of the Board of Directors.
c. The president, vice president, treasurer, and secretary shall be selected from the members of the Board of Directors.
C11.02. The Board of Directors shall elect its officers and they shall be the officers of the congregation. The officers shall serve for one year or until their successors are elected. Their terms shall begin at the close of the annual meeting at which they are elected.
C11.03. No officer shall hold more than one office at a time. No elected officer shall be eligible to serve more than five consecutive terms in the same office.

C11.04 Duties of the officers:

a. Duties of the President are to:

1. preside over congregation meetings and he or she shall also preside over Executive Committee and Board of Directors meetings;
2. call the Board into Executive Session as required;

3. sign all forms, documents, and official papers requiring signature by the congregation;
4. be available for consultation with staff and congregational members;
5. work closely with the pastoral staff; and
6. ensure that each member of the Board of Directors and the various boards are aware of their duties and responsibilities.

b. Duties of the Vice-President are to:

1. perform all duties of the President in the President’s absence and, in case of extended disability or expulsion of the President, shall succeed the President in office for the remainder of the term;
2. be available for consultation with all boards, committees, organizations, and individuals; and
3. sign all forms, documents, and official papers requiring signature by the Vice-President;

c. Duties of the Secretary are to:

1. ensure the keeping of accurate minutes of each meeting of the congregation, the Board of Directors, and the Executive Committee;
2. distribute copies of the minutes of the meetings to each member of the respective body as well as to the staff and any congregation member who requests a copy;
3. call the attention of the chair to any business of a previous meeting that has been tabled for later action; and
4. sign all forms, documents, and official papers requiring signature by the Congregation Secretary.

d. Duties of the Treasurer are to:

1. ensure that the Board of Directors is provided the necessary financial reports to fulfill their responsibilities as defined in Section 12.06 of the Constitution;
2. sign all forms, documents, and official papers requiring signature by the Congregation Treasurer; and

3. ensure that an annual financial audit or compilation is performed as required by the financial institutions with which the church does business.

Chapter 12. BOARD OF DIRECTORS
C12.01. The voting membership of the Board of Directors shall consist of the Senior Pastor, or another pastor designated by the Senior Pastor, the officers of the congregation, and not more than eight or fewer than two members of the congregation. A member of the executive staff and advisors, as required, shall be non-voting members of the Board of Directors.
C12.02. Nominees for the Board of Directors shall be selected by a Nominating Committee.

C12.02.01. The Nominating Committee shall consist of the Senior Pastor and three voting members of this congregation. The Board of Directors shall elect the three members once annually at the first regularly scheduled board meeting immediately following the congregation meeting at which elections were held.
1. The Nominating Committee’s term shall expire after the election of board members.
2. The Nominating Committee shall nominate candidates for the offices to be filled and shall secure the consent of each candidate.
3. The Nominating Committee may request nomination of candidates from the Board of Directors, staff, or congregation in advance of the congregation meeting at which elections are held.
4. Nominations from the floor at the congregation meeting are not permitted.
5. The Nominating Committee shall ensure a diverse board by looking for candidates who have experience in a variety of areas, including but not limited to business, legal, financial, leadership, education, and human resources.
6. When seeking and evaluating prospective candidates the Nominating Committee shall assess the current Board of Directors background and gifts, as well as the number of replacements needed to determine what qualities and experiences will best serve the Board of Directors and this congregation.
7. The Nominating Committee shall evaluate each potential candidate based on the candidate’s adherence to the five faith values as defined in section 12.03 of the Constitution.
8. The Nominating Committee shall present a list of candidates to the Board of Directors at the Board of Directors meeting one month prior to the congregational meeting at which elections are held. This list will include the Nominating Committee’s recommendations.
9. Candidates selected by the Nominating Committee shall be made known to the congregation with the announcement to the congregation concerning the forthcoming election.

C12.03. A board member shall be a voting member of the congregation in good standing who honors his or her Christian commitment as evidenced by regular worship attendance, a personal devotional life, being actively involved with group life, committed to tithing and actively involved with giving away their faith. Board members may be elected, subject only to the limitation on the length of continuous service permitted in that office. A member’s place on the Board of Directors shall be declared vacant if the member a) ceases to be a voting member of this congregation or b) is absent from four successive regular meetings of the Board of Directors without excuse. Consistent with the laws of the state in which this congregation is incorporated, the congregation may adopt procedures for the removal of a member of the Board of Directors in other circumstances.
C12.04. The members of the Board of Directors except the Senior Pastor shall be elected by written ballot to serve for two years or until their successors are elected. Such members shall be eligible to serve no more than three full terms consecutively. Their terms shall begin at the close of the annual meeting at which they are elected.
C12.05. Should a member’s place on the Board of Directors be declared vacant, the Board of Directors shall elect by majority vote a successor who shall serve until the next congregational meeting. The congregation may affirm the new Board member for a two year term or elect a successor.

C12.06. The Board of Directors shall have general oversight of the life and activities of this congregation, and in particular its worship life, to the end that everything be done in accordance with the Word of God and the faith and practice of the Evangelical Lutheran Church in America. The duties of the Board of Directors shall include the following:
a. Board members shall serve as the trustees of the mission and vision of Community of Grace. Decisions and policies created by the Board must keep the mission and vision foremost in priority.

b. Board members shall be familiar with the Constitution, Bylaws and any Continuing Resolutions of the congregation.

c. The Board leads this congregation in stating its mission, doing long-range planning to set goals and priorities, and evaluates its activities in light of its mission and goals.

d. The Board oversees and provides for the administration of this congregation to enable it to fulfill its functions and perform its mission.
e. Board members maintain supportive relationships with the pastor(s) and staff and help them to evaluate the fulfillment of their calling or employment.
f. Board members are to be examples individually and corporately of the style of life and ministry expected of all baptized persons.
g. Board members promote a congregational climate of peace and goodwill, and, as differences and conflicts arise, endeavor to foster mutual understanding.
h. The Board arranges for pastoral service during the sickness or absence of the pastor.
i. The Board emphasize partnership with the synod and church-wide organization of the Evangelical Lutheran Church in America as well as cooperation with other congregations, both Lutheran and non-Lutheran, subject to established policies of the synod and the Evangelical Lutheran Church in America.
j. Board members seek out and encourage qualified persons to prepare for the ministry of the Gospel.
C12.07. The Board of Directors shall be responsible for the financial and property matters of this congregation.
a. The Board of Directors shall be responsible for maintaining and protecting its property and the management of its business and fiscal affairs. It shall have the powers and be subject to the obligations that pertain to such boards under the laws of the State of Arizona, except as otherwise provided herein.
b. The Board of Directors shall not have the authority to buy, sell, or encumber real property unless specifically authorized to do so by a meeting of the congregation.
c. The Board of Directors may enter into contracts of up to 5% of the annual budget, not to exceed five hundred thousand dollars ($500,000), for items not included in the budget.

d. No individual or group affiliated with the Community of Grace shall enter into a contract with an aggregate value of greater than fifty thousand dollars ($50,000.00) without a resolution adopted by not less than a majority vote of the of the Community of Grace Board of Directors present at a legally called and conducted meeting of the Board.
e. The Board of Directors shall insure that an annual budget is prepared and presented to this congregation for adoption, shall supervise the expenditure of funds in accordance therewith following its adoption, and may incur obligations in excess of the anticipated receipts only after approval by the Congregation at a legally called and conducted meeting of this Congregation. The budget shall include this congregation’s full indicated share in support of the wider ministry being carried on in partner-ship with the synod and church-wide organization.
f. The Board of Directors shall ascertain that the financial affairs of this congregation are being conducted efficiently, giving particular attention to the prompt payment of all obligations.
g. The Board of Directors shall be responsible for this congregation’s investments and its total insurance program.
C12.08. The Board of Directors shall see that the provisions of this Constitution, its Bylaws and the Continuing Resolutions are carried out.
C12.09. The Board of Directors shall provide for an annual review of the membership roster.

C12.10. The Board of Directors has the authority to order an independent audit as needed.
C12.11. The Board of Directors or a representative appointed by the Board of Directors shall submit an annual report to this congregation at a regularly called congregational meeting.
C12.12. The Board of Directors shall normally meet once a month. Special meetings may be called by the pastor or the president, and shall be called by the president at the request of at least one-half of its members. Notice of each special meeting shall be given at least 24 hours in advance of a special meeting to all who are entitled to be present.
C12.13. A quorum for the transaction of business shall consist of a majority of the members of the Board of Directors, including the pastor or interim pastor, except when the pastor or interim pastor requests or consents to be absent. When the pastor will be absent and has given prior approval to the agenda for a particular regular or special meeting, only business on the approved agenda may be considered at that meeting. Chronic or repeated absence of the pastor or interim pastor who has refused approval of the agenda of a subsequent regular or special meeting shall not preclude action by the Board of Directors, following consultation with the synodical bishop.

C12.14. Electronic Meeting: Electronic meetings may be called by the President to transact urgent business. Directors may be notified of the meeting by E-mail. All materials necessary for the Directors to consider the business for which the meeting has been called may be delivered electronically. A quorum of Directors is required to transact business. Voting may be done by E-mail. The Secretary must record minutes for the meeting. Any action required or permitted to be taken at any meeting of the Board, other than removal of a Director (unless such Director waives in writing his or her right to appear before and be heard by the Board), may be taken without a meeting if the action is taken by two-thirds of the Board. Any such action shall be evidenced by one or more written consents describing the action taken and signed by each Director. Such action shall be effective when the last Director signs the consent; provided, however, that if the consent specifies an effective date, then such action shall become effective as of the specified date when the last Director signs the consent. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

Chapter 13. CONGREGATIONAL COMMITTEES
C13.01. The officers of this congregation and the senior pastor shall constitute the Executive Committee.
C13.02. The Board of Directors shall elect a Nominating Committee annually at a regularly called Board meeting.
C13.03. When a pastoral vacancy occurs the Board of Directors shall elect a Call Committee. Term of office will terminate upon installation of the newly called pastor.

Chapter 14. ORGANIZATIONS WITHIN THE CONGREGATION
C14.01. All organizations within this congregation shall exist to aid it in ministering to the members of this congregation and to all persons who can be reached with the Gospel of Christ. As outgrowths and expressions of this congregation’s life, the organizations are subject to its oversight and direction. This congregation at its meeting shall determine their policies, guide their activities, and receive reports concerning their membership, work, and finances.
C14.02. Special interest groups, other than those of the official organizations of the Evangelical Lutheran Church in America, may be organized only after authorization has been given by the Board of Directors and specified in a continuing resolution.

C14.02.01. All employees of any organization within the congregation as defined in Chapter 14 of the Constitution are employees of the Community of Grace. Upon approval of the Community of Grace Board of Directors, the organization may establish personnel policies for the organization that differ from the Community of Grace Employee Guide.

C14.02.02. Organizations that formally establish policies and procedures for financial responsibility shall submit such policies and procedures to the Community of Grace Board of Directors for approval. Upon approval by the Board of Directors, the organization may establish accounts independent from the Community of Grace.

Chapter 15. DISCIPLINE OF MEMBERS AND ADJUDICATION
C15.01. Denial of the Christian faith as described in this constitution or conduct grossly unbecoming a member of the Church of Christ are sufficient cause for discipline of a member. Prior to disciplinary action, reconciliation will be attempted following Matthew 18:15-17, proceeding through these successive steps: a) private admonition by the pastor, b) admonition by the pastor in the presence of two or three witnesses, and c) citation to appear before the Board of Directors. If for any reason, the pastor is unable to administer the admonitions required by a. and b. hereof, the president or vice president shall administer such admonitions.
C15.02. The process for discipline of a member of the congregation shall be governed as prescribed by the chapter on discipline in the Constitution, Bylaws, and Continuing Resolutions of the Evangelical Lutheran Church in America. A member charged with the offense shall appear before the Board of Directors after having received a written notice, at least ten days prior to the meeting, specifying the exact charges that have been made against the member. If the member charged with the offense fails to appear at the scheduled hearing, the Board of Directors may proceed with the hearing and may pass judgment in the member’s absence.
C15.03. Members of the Board of Directors who participate in the preparation of the written charges or who present evidence or testimony in the hearing before the Board of Directors are disqualified from voting upon the question of the guilt of the accused member. Should the allegations be sustained by a two-thirds majority vote of the members of the Board of Directors who are not disqualified but who are present and voting, and renewed admonition prove ineffectual, the council shall impose one of the following disciplinary actions:
a. censure before the council or congregation;
b. suspension from membership for a definite period of time; or
c. exclusion from membership in this congregation.
Disciplinary actions b. and c. shall be delivered to the member in writing.
C15.04. The member against whom disciplinary action has been taken by the Board of Directors shall have the right to appeal the decision to the Synod Council. Such right may not be abridged and the decision of the Synod Council shall be final.
C15.05. Disciplinary actions may be reconsidered and revoked by the Board of Directors upon receipt of a) evidence that injustice has been done or b) evidence of repentance and amendment.
C15.06. For disciplinary actions in this congregation, “due process” shall be observed as specified in 20.41.03. in the Constitution, Bylaws, and Continuing Resolutions of the Evangelical Lutheran Church in America.
C15.07. No member of a congregation shall be subject to discipline for offenses that the Board of Directors has previously heard and decided, unless so ordered by the Synod Council after an appeal.
C15.10. When there is disagreement among factions within this congregation on a substantive issue that cannot be resolved by the parties, members of this congregation shall have access to the synodical bishop for consultation after informing the president of the Board of Directors of their intent. If the consultation fails to resolve the issue(s), the Consultation Committee of the synod shall consider the matter. If the Consultation Committee of the synod shall fail to resolve the issue(s), the matter shall be referred to the Synod Council, whose decision shall be final.

Chapter 16. BYLAWS
C16.01. This congregation may adopt bylaws. No bylaw may conflict with this constitution.
C16.02. Bylaws may be adopted or amended at any legally called meeting of this congregation with a quorum present by a majority vote of those voting members present and voting.
C16.03. Changes to the bylaws may be proposed by any voting member provided, however, that such additions or amendments be submitted in writing to the Board of Directors at least 60 days before a regular or special Congregation Meeting called for that purpose and that the Board of Directors notify the members of the proposal with its recommendations at least 30 days in advance of the Congregation Meeting.
C16.04. Approved changes to the bylaws shall be sent by the secretary of this congregation to the synod.

Chapter 17. AMENDMENTS TO THE CONSTITUTION AND BYLAWS
C17.01. Amendments to this Constitution and Bylaws may be proposed by at least ten percent of the voting members of the congregation, or by the Board of Directors. Proposals must be filed in writing with the Board of Directors 60 days before formal consideration by this congregation at its regular or special meeting called for that purpose. The Board of Directors shall notify the members of the proposal with the board’s recommendations at least 30 days in advance of the meeting.
C17.02. A proposed amendment to this constitution shall:
a. be approved at a legally called Board of Directors meeting according to this constitution by a majority vote of those present and voting;
b. be ratified without change at the next congregational meeting by a two-thirds vote of those present and voting; and
c. have the effective date included in the resolution and noted in the constitution.
C17.03. Whenever the Model Constitution for Congregations is amended by the Church-wide Assembly, this constitution may be amended to reflect any such amendment by a simple majority vote at any subsequent meeting of the congregation without presentation at a prior meeting of the congregation, provided that the Board of Directors has submitted by mail notice to the congregation of such an amendment or amendments at least 30 days prior to the meeting. C17.04. Any amendments to this constitution shall be sent by the secretary of this congregation to the synod.

Chapter 18. CONTINUING RESOLUTIONS
C18.01. The Board of Directors may enact continuing resolutions. Such continuing resolutions may not conflict with the constitution or bylaws of this congregation.
C18.02. Continuing resolutions shall be enacted or amended by a majority vote of all voting members of the Board of Directors.

Chapter 19. INDEMNIFICATION
C19.01. Consistent with the provisions of the laws under which this congregation is incorporated, this congregation may adopt provisions providing indemnification for each person who, by reason of the fact that such person is or was a Board of Directors member, officer, employee, agent, or other member of any committee of this congregation, was or is threatened to be made a party to any threatened, pending, or completed civil, criminal, administrative, arbitration, or investigative proceeding.

Chapter 20 DISSOLUTION OF THE CONGREGATION