First Christian Church By-laws

The by-laws of First Christian Church of Las Cruces, New Mexico. Adopted in this form on December 18, 2016.

Preamble

We, the members of First Christian Church in Las Cruces, a congregationally governed body, in order to promote the work of the church in the spirit of Christ and thus advance His Kingdom here on Earth, do hereby adopt these by-laws.

Article I. Name and Purpose

Section A. Name

The name of this corporation, herein referred to as the church, shall be "First Christian Church in Las Cruces." We are associated with the denominations known as The Christian Church (Disciples of Christ) and The United Church of Christ.

Section B. Purpose

The purpose of this church is to win people to faith in God and to help them grow and develop in their understanding and knowledge of Jesus Christ so they may know and do God’s will; to minister with love, compassion, and kindness, through worship, fellowship, study and prayer, and to work for the unity of all religious bodies in order to serve and be an example and advocate of Christ’s teaching in our world.

This church may cooperate with and support the life and work of church bodies other than itself and may send delegates or representative to such bodies. However, such representation shall not constitute consent for that or for any church body by any name whatever to legislate or to determine policy or program for this congregation.

Article II. Membership

Section A. Church Membership

The membership of this church shall consist of those who are now identified as members, and those who claim a desire to identify in solidarity with us.

Section B. Membership Status

This church shall recognize three categories of membership, as defined below.

  1. Participating Members. All those who are members of this church, and who participate in the community and/or financial life of this church, shall be recognized as Participating Members of this church.
  2. Associate Members. Members who retain church membership with churches other than First Christian Church, and any other members who so elect, shall be recognized as Associate Members of this congregation.
  3. Non-participating Members. Any member who does not participate in the community life of this church may be re-classified as a Non-participating Member. The church board shall establish and maintain the criteria and due process by which Participating Members may be re-classified as Non-participating Members and vice versa.

Section C. Voting

All Participating Members present shall be entitled to one vote per motion per member at meetings of the church.

Article III. Church Meetings

Section A. Regular Meetings

  1. Regular Meeting Schedule. The regular meetings of the membership of this church shall be held during December and June of each year. The December business meeting will be for the purpose of voting on the budget for the new year and the election of church officials. The June meeting each year will be a discussion of the spiritual and ministerial vision and mission of First Christian Church.
  2. Regular Meeting Notification Requirement. Oral announcements of the time, place, and date of regular meetings shall be made from the pulpit at Sunday church services at least one week prior to the date each regular meeting is to be held, and notice of such regular meetings shall be carried in such publications of the church as is generally circulated among its membership at least one week prior to the date of such regular meetings.
  3. Regular Meeting Agenda. The agenda for a regular meeting of the church shall be set by the Church Board and announced to the church at least one week in advance. Only those items specified in the agenda shall be acted upon.

Section B. Special Meeting

  1. Special Meeting Schedule. Special meetings of the membership may be called by the President of the Church Board, or in the absence of the President, by the Vice President, or by a majority vote of the Church Board present, or upon petition of 10% of the Participating Members. In the latter case, the petition must specify the purpose of the meeting and must clearly set the agenda for the meeting.
  2. Special Meeting Notification Requirement. Notification of special meetings shall meet the same requirement as for Regular Meetings.
  3. Special Meeting Agenda. The agenda for a special meeting which is called by the Church Board shall be set by the Church Board. The agenda for a special meeting which is called by membership petition shall be set by the petition. Only those items specified in the agenda shall be acted upon.

Section C. Quorum

The Participating Members present for any properly announced regular or special meeting of the church shall constitute a quorum.

Article IV. Elders and Deacons

The congregation, at the Regular Business Meeting in December of each year shall elect Elders and Deacons for the purpose of assisting in fulfillment of the mission of this church.

Section A. Duties

  1. Elders. The primary responsibility of the Elders is to attend to the spiritual life of the church. The Elders shall participate with the Pastoral Staff in ministering to the church body.
  2. Deacons. The primary responsibility of the Deacons is to attend to the service needs of the church. The specific duties by which this responsibility shall be fulfilled will be determined jointly by the Deacons, the pastoral staff, and other church leaders in planning for the worship and community life of the congregation.

Section B. Accountability

The Elders and Deacons shall be responsible to and shall report to the Church Board. It is understood that they may at times discuss matters that require some confidentiality; their responsibility to the Church Board shall not necessarily provide justification for breach of such confidentiality.

Section C. Size

The number of Elders and Deacons that shall be serving at any time shall be reviewed by the Church Board and approved by the church annually.

Section D. Election and Term of Office

All Elders and Deacons shall be elected for two-year terms at the December regular meeting of the church. The terms shall be so arranged that one-half of the Elders’ terms and one-half of the Deacons’ terms shall expire December 31st of each year. An elder or Deacon may succeed herself or himself, but shall serve for no more than four successive years an Elder or as a Deacon.

Section E. Meetings

The Elders and the Deacons each shall, as soon as practical after each annual election of the church, meet and elect from among themselves a chairperson and a vice-chairperson, or two co-chairpersons. The Elders and Deacons shall meet at such times as the chairperson of each group shall fix and call.

Article V. The Church Board

The governing body of the church shall be the Board of Directors, hereinafter referred to as the Church Board.

Section A. Officers of the Church Board

The officers of the Church Board shall include a President, a President-Elect, a Secretary, a Treasurer, a Financial Secretary, and Immediate Past President.

1. Officers of the Corporation

The President, a President-Elect, a Secretary, Treasurer, Financial Secretary and Immediate Past President shall serve as the officers of the corporation and shall sign and execute for and on behalf of the church and under the seal of the corporation, if necessary, all legal documents, contracts, notes, deeds of trust, mortgages, bonds, deeds of conveyance, or any other instruments of every kind and nature as may be necessary in pursuance of the corporation's business, as directed by the church and authorized by its certificate of incorporation and the laws of the State of New Mexico. The President, a President-Elect, a Secretary, Treasurer, Financial Secretary and Immediate Past President shall be the legal representatives of the church, and shall have such powers and responsibilities as are customary, suitable and necessary.

2. Executive Board

The President, President-Elect, Secretary, Treasurer, Financial Secretary, and Immediate Past President shall serve as an Executive Board for the purpose of making emergency decisions, which would normally require approval of the church board.

3. Qualifications for Officers

Any person eighteen (18) years or older who has participated in the life of this church or another faith community for a period of at least one year shall be qualified to serve as an Officer of the Church Board.

4. Election of Officers

The officers of the Church Board shall be elected by the Congregation at its regular meeting in December of each year. Investiture of newly elected officers shall occur on the last Sunday of December, with terms of office starting January 1 of each year.

5. Terms of Office

Each officer shall be elected for a term of one year, from January 1 until December 31st, but shall serve until a successor is elected.

6. Voting

Each Officer shall have one vote on any motion before the Church Board at all meetings of the Church Board.

7. The President shall remain on the Board for one year as Past-President

In order to provide for continuity of leadership, the retiring President shall remain a voting member of the Church Board as Immediate Past-President and the President-Elect shall become President. The intent therefore, is for the person who fills the President-Elect position to serve for a minimum of three consecutive years.

8. Officer's Duties.

  1. President. The President shall preside at all meetings of the Church Board, and over all congregational business meetings of the church, and perform such other duties as shall be assigned by the Church Board, and such other duties as the office may require. The President shall be an ex-officio member of all committees.
  2. President-Elect. The President-Elect shall assist the President in the discharge of those duties; shall preside and act in the President's absence; shall keep or cause to be kept an accurate record of the membership of the congregation, shall note all accessions to the church and withdrawals therefrom by death, or removal by letter and, on request, issue letters to members of the church in good standing; shall be the holder of one key to any safe deposit rented by the church; and shall perform such other duties as shall be assigned by the Church Board.
  3. Secretary. The Secretary shall keep, or cause to be kept, a complete and accurate record of all meetings of the Church Board and the church and shall submit all such records to the Church Board for acceptance; be the custodian of the corporate records; keep, or cause to be kept, a register of the directors which shall include a current post office address of each director (as provided by such director), the term of office of each director, and the board office to which each director was elected; keep, or cause to be kept, a “Policy and Procedures manual,” which shall contain all policies and procedures adopted by the congregation and the church board; shall be the custodian of any safe deposit box rented by the church; and shall perform such other duties as may be assigned by the Church Board. At any time that the church utilizes a Corporation Seal, the Secretary shall be the custodian of the Seal of the Corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these bylaws.
  4. Treasurer. The Treasurer shall pay, or cause to be paid, all bills for the church as directed by the Church Board. The Treasurer shall keep, or cause to be kept, a complete and accurate record of all financial affairs of the church, which shall include a record of all income and expenses incurred by the congregation, relating them to the budget approved by the congregation, and shall be responsible for the implementation of duly approved changes to the budget or other financial matters. The Treasurer shall keep, or cause to be kept, a complete and accurate record of all major assets and liabilities of the congregation. The treasurer shall submit monthly and annual reports to the church board for approval; the annual report shall include a current summary of the congregation’s assets and liabilities (balance sheet). The Treasurer and other members of the congregation with signature access to the congregation’s financial accounts shall not accept or receive payments or donations on behalf of the church, and shall not make deposits in any financial accounts of the church.
  5. Financial Secretary. The Financial Secretary shall be responsible for the receipt of all donations to the congregation; and shall keep or cause to be kept a complete and accurate record of such; shall keep or cause to be kept a complete and accurate record of all pledges to the church budget and payments thereon; shall provide major donors with annual statements of all payments and donations made to the church; and shall provide such donors with any other records required by law. The Financial Secretary and any member who receives, deposits, and provides accounting for donations to the congregation on behalf of the Financial Secretary shall not have signature access to the congregation’s financial accounts.
  6. Immediate Past President. The Immediate Past President shall provide continuity and institutional knowledge to the Board.

Section B. Directors of the Church Board

1. Qualifications

Any person eighteen (18) years or older who has participated in the life of the church or another faith community shall be qualified to serve on the Church Board.

2. Election of Directors

The Directors of the Church Board shall be elected by the Congregation at its regular meeting in December of each year. Investiture of newly elected officers shall occur on the last Sunday of December, with terms of office starting January 1 of each year.

3. Terms of Office

Each Director shall be elected for a term of two years, from January 1 until December 31, but shall serve until a successor is elected.

4. Voting

Each Director shall have one vote on any motion before the Church Board at all meetings of the Church Board.

Section C. Composition of the Church Board

The Church Board shall consist of no less than twelve members. This shall include the six Officers of the Church Board (including the Immediate Past President) and a minimum of six Directors of the Church Board.

The total number of directors shall be reviewed by the Church Board and approved by the church annually. A change in the number of Directors shall not affect the term of any Director who is in office at the time of the change.

Section D. Meetings of the Church Board

All meetings of the Church Board shall be conducted in the manner prescribed by any currently published rules of order designated by the Board. If no specific rules of order are so designated, the board shall conduct all meetings in the manner prescribed by Robert’s Rules of Order.

1. Quorum

The number of board members that is greater than 50% of the Church Board shall constitute a quorum for the transaction of any business at any regular or special meeting of the Church Board.

2. Regular Meetings of the Church Board

  1. Regular Meeting Schedule. The church board shall establish the frequency of its regular meetings, but shall meet no less than once per quarter.
  2. Regular Meeting Notification. The time and place of regular meetings of the church board may be announced up to one year in advance, and shall precede all such scheduled meetings by one week; this announcement may be made in such unambiguous form as “the third Monday of each month.” Deviations from the published schedule of regular meetings shall be announced from the pulpit at Sunday church services at least one week prior to the date of the rescheduled regular meeting. When possible, notice of such schedule deviation shall be carried in such publications of the church as are generally circulated among its membership.
  3. Regular Meeting Agenda. No agenda is required for regular meetings of the church board, and any item may be considered.

3. Special Meetings of the Church Board

  1. Special Meeting Call. Special meetings of the church board may be called by the President of the Church Board, or in the absence of the President, by the President-Elect, or by a majority vote of the Church Board present.
  2. Special Meeting Notification. A reasonable attempt shall be made to notify all members of the Church Board of the time, place, and date of special meetings. When the urgency of a special meeting allows, announcement of it shall be made from the pulpit at the Sunday church service prior to the meeting.
  3. Special Meeting Agenda. The Officers or Directors calling the meeting shall set the agenda for a special of the Church Board. The agenda shall be announced as part of the meeting notification. Only those items specified in the agenda shall be acted upon.

Section E. Authority of the Church Board

  1. The duty of the Church Board shall be to transact the business of the church, to formulate and adopt general church policies, and to direct the administration of the church program. The Secretary shall maintain a manual that contains all policies duly approved by the Church Board. All powers necessary and proper for the accomplishment of the objectives of this church and for the success of its mission shall be vested in the Church Board.
  2. The exercise of its authority by the Church Board shall not require the approval of the congregation except for the following subjects:
    • (a) The adoption of the annual church budget at the December Regular Meeting of the Congregation. If the church board deems it necessary to alter the church approved budget by more than 10%, such modification shall require church approval. Any modification to the sum-total of a compensation package of a member of the pastoral staff shall require congregational approval.
    • (b) The purchase, mortgage, sale, and/or conveyance of real property.
    • (c) The selection of the minister, assistant minister, etc., and the discharge of the same.
    • (d) The adoption of amendments to the bylaws.
    • (e) The adoption of amendments to the Articles of Incorporation.
    • (f) The dissolution of this corporation. If such action is approved by vote of the members, the officers of the corporation at the time of this action shall be responsible for disposing of the assets of the corporations as directed by vote of the members. Pursuant to Internal Revenue Service regulations regarding our non-profit status, the assets of the corporation will not be distributed to its officers, directors or members.
    • Actions on the above subjects must be submitted to the congregation at a regular or special meeting. Church approval of an action requires acceptance by at least 67% of the members present and voting at the annual or any special meeting of the church before it becomes the final and authorized act of the church. If a simple majority of less than 67% votes for an issue, it shall be returned to the Church Board for study for a period of four weeks when it shall be brought to the congregation again. On such a recall vote, a simple majority of the members present and voting shall carry, except for amendments to these bylaws and the selection of a minister, where 67% is needed to carry.
  3. In all other instances the action of the Church Board shall be final, unless 15% or more of the Participating Members of the church desire that such action be referred to and reviewed by the church. In such case, they must submit a written petition to the Secretary of the Church Board within 15 days from the date of the Church Board's action, setting forth the matter that they desire to have referred to the church for review and the action that they propose to the congregation. The Secretary of the Church Board shall examine the petition and the signatures thereon and if it appears that the petition is in proper form, and the required number of members have affixed their signatures thereto, the secretary shall then certify the sufficiency of the petition to the President of the board, who shall immediately call a special meeting of the congregation as provided in Article III hereof. The concurrence of at least 67% of the members present and voting at such a special meeting will determine the adoption or rejection of the proposal of the petitioners.

Section F. Nominations and Elections

§ 1.

A nominating committee shall be appointed by the President, approved by the church board, and announced to the congregation no later than 30 days prior to the regular December meeting of the church, at which time elections for all offices shall be conducted. The committee shall proceed to recommend candidates for nomination to the Elders, Deacons, Directors, and Officers as may be open for the ensuing year.

Upon accepting the report of the nominating committee, the Church Board shall approve a slate of nominations to be placed on the ballot for election by the church at the regular June meeting. The consent of each nominee shall have been secured prior to placing her or his name on the ballot. The number of each office of Elder, Deacon, Directors, and Officers indicated on the ballot shall determine the size of the board for the following year; this may include offices with no nominee, resulting in a vacant office that may be filled per Article VI.

§ 2.

Additional nominations can be made by church members. A nomination made by a church member must be submitted to the nominating committee or to the Church Board in writing, and must indicate the office for which the person is being nominated. The member making the nomination shall secure the consent of the nominee prior to submitting the nomination. Nominations so made must be placed on the ballot by the Church Board.

§ 3.

The contents of the ballot shall be announced or distributed as part of the notification of the regular December meeting, per Article III, Section A, Paragraph (3). The terms of Directors shall be so arranged that one-half Directors’ terms shall expire on December 31st of each year. A Director may succeed herself or himself, or be elected successively to another office, but shall serve for no more than four successive years as a Director.

§ 4.

The election of Officers, Directors, Elders, and Deacons shall be conducted by secret ballot at the regular December church meeting.

Article VI. At-Large Members

The President shall select 2-4 Participating Members of First Christian Church to attend regular Board meetings as they are able. The At-Large Members will have an opportunity to observe the meetings. Their voices may be heard as to ideas with respect to church business. They will have no voting privileges but it is the intent of the President to introduce members of our faith community to the administration of church business.

Article VII. Vacancies and Removal from Office

Section 1. Vacancies

In the event of a vacancy in any Officer, Director, Elder, or Deacon for which a method of filling the vacancy is not provided for herein, such vacancies shall be filled by appointment of the President of the Church Board, subject to the approval of the Church Board. Such appointees shall serve until the next church election, at which time they may be nominated and elected to the same position.

Section 2. Removal from Office

An Officer, Director, Elder or Deacon may be removed from office by a resolution of the Church Board that receives a two-thirds majority. Notification of the time and place of the board meeting, whether special or regular, at which board action to execute such removal shall be undertaken, shall be made to the church per the same requirements for church meetings (III.A(2)). This notification shall identify the officer or director whose removal is being considered, and shall state the cause for removal, as established by resolution of the Church Board. In addition, a reasonable effort shall be made to notify, in writing, the officer or director whose removal is being considered.

Article VIII. Administration of the Church Program

Section A. Church Board Responsibilities

It shall be the Church Board’s responsibility to administer the program of the church. In execution of this duty, the board may establish any Standing Committee or Task Force it deems necessary or desirable, may enter into agreements of employment, and may take other action as is normal and customary in administering the program of a church and of a nonprofit corporation in the state of New Mexico.

Section B. Committees

Any committee or task force receives its authority from the Church Board and is responsible to the board. A standing committee shall exist in perpetuity, unless and until it is discharged by the board. A Task Force shall exist for the duration of time necessary to complete its assigned task, as directed by the board when created or subsequently modified.

1. Selection of Committee and Task Force Members

Members of a Committee or Task Force shall be appointed by the President and approved by the Church Board. The President, at her or his option, may designate a chairperson; in the absence of such a designation, the committee or task force shall select a chairperson from among themselves.

2. Terms of Service of Committee and Task Force Members

The terms of all Committee and Task Force members shall end coincident with the end of the term of the President of the Board. Committee and Task Force Members may be re-appointed and succeed themselves without limit.

3. Duties of Committees and Task Forces

A committee or task force shall assume the duties and responsibilities designated by the board in its creation, or as modified by proper action of the board.

4. Authority of Committees and Task Forces

A committee or task force shall have the authority to execute the program of the church as is consistent with its duties and responsibilities as assigned by the church board. This shall include the use of church funds to the extent that is consistent with the Annual Church Budget, or consistent with specific spending authority designated by the church board in the assignment or modification of the duties of the committee or task force.

Section C. Employment by the Church

Unless otherwise defined in these bylaws (as in the case of the hiring of a minister), all individuals employed by the church, whether as employees, contract laborers, or by other types of agreement, shall be employed by the Church Board. The ultimate authority for the hire and discharge of all individuals working for the church shall rest with the Church Board. The board may delegate this authority, in some or all cases, to duly created committees or task forces, or to individuals who are employed by the church.

Article IX. Indemnification Clause

All officers, directors, and employees of First Christian Church, acting on behalf of this Church and who have acted in good faith within what they reasonably believed to be the scope of their authority and for purposes which they reasonably believed to be in the best interest of the Church and its members, shall be DEFENDED, HELD HARMLESS AND INDEMNIFIED whether or not any litigation is commenced against any or all of them during their term of office or employment, or at any time in the future after they leave office or employment, concerning their actions as agents of First Christian Church. First Christian Church shall DEFEND THEM, HOLD THEM HARMLESS, AND INDEMNIFY THEM for any and all costs, judgments and all other expenses including attorney fees reasonably incurred, and any amounts paid in settlement (before or after a lawsuit is commenced) if damages are sought against them. The Church shall maintain insurance to cover this liability.

Article X. Amendments of the By-laws

An amendment to the By-Laws may be proposed by:

  1. Majority vote of the Church Board.
  2. Petition signed by at least ten (10) percent of the Participating Members of the church.

The amendment must be voted on by the congregation at a regular meeting or special meeting. A 67% majority of the votes cast is required to approve an amendment. The group originating the amendment must state whether the amendment will wait for the annual meeting of the congregation or whether a special meeting of the congregation is required. Proper notice must be sent to the congregation stating the amendment proposed.

Article XI. Amendments to the Articles of Incorporation

The Articles of Incorporation may be amended in the same manner provided for the amendment of the By-Laws.