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WordAlone Oregon Bylaws of WordAlone Oregon |
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Article
I Name The name of this Corporation (hereinafter referred as this “Corporation” is WordAlone Oregon. Article II Mission and Purpose 1.WordAlone Oregon is a corporation of Lutheran individuals and congregations who shall be called members committed to the goal of unity in Christ alone through His Word alone. We stand together: a. As children of God who have been saved by grace through faith alone in
the death and resurrection of Jesus Christ. b.
As members of the ELCA who believe that the Holy Scriptures and the Lutheran
Confessions provide a solid foundation upon which we can confidently base our
faith, beliefs and practices. c.
As believers who, because of conscience and theological integrity, embrace,
accept, believe and practice freedom in all non-essentials. 2. Guided by the Holy Scripture and the Lutheran Confessions, we will stand together
with like-minded brothers and sisters in Christ for the purpose of carrying
forth Mission, Ministry, Worship, Education, Fellowship and Service free of a
required historic episcopate. 3.
Our purpose is to: Renew the Evangelical Lutheran Church in America
(ELCA) so that
it is grounded in God’s Word and the Lutheran confessions, and
truly centered on making disciples of Jesus Christ of all nations.
Reform and restructure the ELCA so there is: a.
Representative governance throughout the Church with checks
and balances on the authority of Church wide structures. b. Freedom to practice what, up to this time, Lutherans believed
were acceptable rites of Ordination. Reflect more deeply upon our Lutheran biblical and con- fessional
foundations in ways that engage all ELCA members, lay
persons, pastors and theologians – in life long learning. a. For exemptions required see appendix A. b. We have organized to advance and support the goals and efforts of
the Word Alone Network, our national organization, of which we
are a part and represent it locally as its chapter in Oregon. Article
III Membership 1. Eligibility for membership: Voting members shall be current members of an ELCA affiliated congregation and who subscribe to the purposes and mission of this organization. 2.
Rights of members:
Each member shall be eligible to cast one vote in Corporation
business. Article IV Meetings
of Members 1. An annual meeting of the members shall take place in the month of January; the
specific date, time and location will be designated by the chair.
At the annual meeting the members shall elect Board
Members, receive reports on the activities of the corporation and determine the
direction of the corporation for the coming year. 2.
Special meetings: the chair, the
executive committee, or a simple majority
of the Board of directors may call special meetings. A petition signed
by five percent of voting members may also call a special meeting. 3.
Notice of meetings: Printed notice
of each meeting shall be given to Each
voting member by mail or other means. 4.
4.
Quorum:
The members present at any properly announced meeting shall
constitute a quorum. 5. Voting: All issues to be voted on shall be decided on by a simple majority of those voting.
Article V Board
of Directors 1. Board role, size and compensation: The Board is responsible for overall policy
and direction of the corporation and delegates day-to-day operations to it’s
committees. 2.
The Board shall have up to 12 members but no fewer than 6. 3.
The Board receives no compensation other than reasonable expenses.
4. Terms: With the exception of the initial board whose terms are defined in the
Articles of Incorporation, all board members shall serve two-year terms, but are
eligible for re-election for up to three consecutive
terms. 5. Meetings and notice: The board shall meet at least quarterly, at an agreed
upon time and place. An official
board meeting requires that all board members have written notice at least two
weeks in advance. 6. Board Elections: New directors and current directors shall be elected by a simple
majority of members voting at the annual meeting. 7. Election procedures: A nominating Committee shall be responsible for nominating
a slate of prospective board members representing the corporations diverse
constituency. In addition, any
member can nominate a candidate to the slate of nominees.
All members will be eligible to vote with one vote for each office. 8. A quorum must be attended by at least fifty percent of board members for business transactions to take place and motions to pass. Officers and duties:
There shall be at least four officers of the board, consisting of a
chair, vice-chair, secretary and treasurer their duties are as follo a. The chair shall convene regularly scheduled board meetings, shall preside
or arrange for other members of the Executive Committee to preside at each
meeting in the following order: vice-chair, secretary, treasurer.
The chair shall preside at membership meetings or arrange for other
members of the Executive Committee to preside in the following order:
vice-chair, secretary, treasurer. b. The vice-chair shall chair committees on special subjects as designated
by the board. c. The secretary shall be responsible for keeping records of board actions,
including overseeing the taking of minutes at all board meetings, sending out
meeting announcements, distributing copies of minutes
and the agenda to each board member, and assuring that corporate records
are maintained. The secretary shall oversee the taking of minutes at
membership meetings. d. The treasurer shall make a report at each board meeting. The treasurer
shall
chair the finance committee, assist in the preparation of the budget, help
develop fundraising plans, and make financial information available to board
members and the public. The
treasurer is responsible for the collection and deposit of receipts and for
making disbursements and maintaining records of all financial transactions.
9. Vacancies: When a vacancy on the board exists mid-term, the secretary must
receive nominations for that vacancy from present board
members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the
regular board meeting announcement, to be voted upon at the next board meeting.
These vacancies will be filled only to the end of the particular board
membe 10.
Resignation and
termination: Resignation from the
board must be writing and received by the Secretary. A
board member may be removed by a three-fourths vote of the remaining directors.
11. Special meetings: Special meetings of the board shall be called upon request of the chair, or one-third of the board. The secretary
shall send out notices of special meetings to each board
members at least two weeks in advance.
Article VI COMMITTEES l.
Committee formation: The board may
create committees as needed, such as fundraising, housing, public relations, data collection, etc. The Board chair
appoints all committee chairs. 2.
Executive Committee: The four
officers serve as the members of the Execut- ive
Committee. Except for the power to
amend the Articles of Incorporation and bylaws, which would take
the action of the total membership, the execut- ive
Committee shall have all the powers and author- ity
of the board of directors in the intervals between meetings
of the board of directors, but is subject to the direction and control of the full board.
3.
Finance Committee: The
treasurer is the chair of the Finance Committee, which includes three other board members.
The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and
the annual budget with other board members. The
board must approve the budget and all expend- itures
must be within the budget. The
board or the executive
committee must approve any major change in the budget. The fiscal year shall be calendar
year. Annual reports are required
to be itures
and pending income. The financial
records of
the corporation are public information and shall be
made available to the membership, board mem- bers
and the public. board members. They bers at the annual audit shall be required. Article VII Indemnification 1. Directors & Officers: WordAlone Oregon shall indemnify to the fullest extent
permitted by law, any person who is made, or threatened to be made, a party to
or witness in, or is otherwise involved in, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative,
investigative or otherwise (including any action, suit or proceeding by or in
the right of the Corporation) by reason of the fact that:
the person is or was a director or officer of WordAlone Oregon.
Article VIII Miscellaneous 1. Electronic Communications: A director or committee member may participate
in a meeting by any means of communication
through which such person, other persons so participating, and all persons
physically present at the meet
ing may simultaneously hear each other during the
meeting. Participation in a meeting
by that means constitutes presence in person at the meeting.
A conference among directors or committee members by any means of
communication through which such persons may simultaneously hear each other
during the conference is a meeting of the Board of directors or committee, as
the case may be, if the same notice is given of the conference as would be
required for a meeting of persons participating in the conference would be
sufficient to constitute a quorum at a meeting.
2. Authority to borrow, encumber assets. No member, director, officer, agent or employee of this corporation shall have any power or authority 3. Deposit of funds: All
funds of this Corporation shall be deposited from time to
time to the credit of the Corporation in such banks, trust companies or other
depositories as the board of directors may approve or designate, and all such
funds shall be written only in the manner or manners authorized by the board of
directors from time to time. 4. All organized WordAlone Oregon Chapters in Oregon are part of the membership of this corporation. Article IX Amendments 1. These bylaws may be amended when necessary by two-thirds majority of the members voting at a properly called meeting.
Proposed 1.
This Corporation is organized exclusively for charitable, religious, educational
and scientific purposes as specified in Section 501[c][3] of the Internal
Revenue Code, including for such purposes, the making of distributions to
organizations that qualify as exempt organizations under Section 501[c][3] of
the Internal Revenue Code, or the corresponding section of any future federal
tax code. Certification
These
bylaws were approved at a meeting of the board of directors on
______________________________________ Secretary
Date
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