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| 725 Pine St. Winnetka, Illinois 60093 847-441-3400 |
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Bylaws (As Amended and Restated Effective as of May 16, 2010) Article I 1. Name and History. This Church was founded on September 29, 1874, and was incorporated1 on July 18, 1883, as The Winnetka Congregational Church (the "Church"). It is historically and spiritually the community church of the Village of Winnetka, a house of worship for all people. It is independent of any denominational official affiliation and is a Congregational Church only in the sense that it is governed solely by the Congregation. 1 The Church was incorporated as, and continues to exist as, a Religious Corporation under An Act Concerning Corporations, §§35-46, effective July 1, 1872, now codified as the Religious Corporations Act (§§163(m)-175, chapter 32, Smith-Hurd Illinois Annotated Statutes) pursuant to affidavit filed with the Cook County Recorder of Deeds on July 28, 1883 (Document No. 483747, Book 1360, Page 154½). 2. Government. The government of the Church is vested in its members, hereinafter known as the "Congregation." All power and authority not specifically delegated by these Bylaws to the Officers and governing bodies of the Church (as hereinafter described) is reserved to the Congregation. A decision of the Congregation, unless otherwise specifically provided in these Bylaws or required by law, shall be made by affirmative vote of a majority of the active members of the Church present and voting at a meeting of the Congregation duly called at which a quorum is present (See Article IX, Sec. 5). Absentee ballots of active members unable to attend such meetings, for reasons consistent with procedures established by the Council, may be accepted at meetings of the Congregation. 3. Affiliated Groups. The purposes, policies, activities and operation of any association, society, club or other formal or informal groups of persons, which shall either expressly or impliedly purport to be an adjunct of the Church, or which shall use the premises or facilities of the Church for any part of its activities, shall be consistent with the general principles and policies of the Church.
1. General. Each "Member" shall subscribe to the
Covenant of the Church as used in worship (the "Covenant").2 2. Process. Anyone desirous of membership in the Winnetka Congregational Church shall first make application to the Membership Committee. When favorably acted upon by that Committee, admission to the Church shall be by publicly affirming the Covenant and by adding the name to the roll of Active Members of the Church. 3. Responsibilities of Membership. Members shall faithfully affirm the Covenant and provide financial support to the Church on a regular basis. 4. Classification of Membership. Members of the Church shall be classified as Active, Inactive or Associate. The Clerk of the Congregation shall have the responsibility for reviewing the classification of any particular member as Active, Inactive or Associate and may, after reasonable inquiry, reclassify that Member upon ten (10) days written prior notice to that Member. ( a) Active Members are considered to be those who affirm the Covenant of the Church and contribute to its financial well being regularly whereby they are entitled to vote at meetings of the Congregation.(b) Inactive Members, those not adhering to the requirements of Active Membership, shall not be entitled to notice of, nor to vote at, meetings of the Congregation. (c) Associate Membership shall apply to those members transferring to out-of-area churches who wish to retain a tie with the Church. Upon their request, they may be classified as an Associate Member. Associate Members have the responsibilities and privileges of church membership, but not the right to vote. 5. Reclassification of Membership. Reclassification of a membership category may be requested at any time by either the Clerk or an individual. 6. Transfer. Letters of transfer to other churches may ordinarily be furnished by the Clerk, with the advice of the Senior Pastor, without special action of the Congregation or Membership Committee. 7. Withdrawal. Any Member, may, by written request, withdraw his or her Membership from the Church. 8. Discipline. If a Member engages in conduct
prejudicial to the best interest of the Church, the Membership Committee shall
endeavor to solve the difficulty and, failing to do so, shall report the
matter to the Council, which may reprimand, suspend or expel that Member. Article III 1. Senior Pastor (a) Number. There shall be one Senior Pastor of the Church who shall be a regularly ordained Pastor of a Protestant denomination. The Senior Pastor shall be the spiritual and administrative leader of the Church. (b) Call. The Senior Pastor shall be called to the Church by action of the Congregation, at a meeting duly called for the purpose, among others, of considering such call, which shall be for an indeterminate period and on such other terms as shall be acceptable to both parties. (c) Term of Call. While the term of such Senior Pastor shall be indeterminate, his or her pastorate may be terminated: (i) by resignation upon at least ninety (90) days prior written notice delivered to the Chair of the Congregation, who shall promptly inform the Council and the Congregation; or (ii) by mutual agreement between the Senior Pastor and the Council, acting by affirmative vote of at least two-thirds of its full membership at a meeting duly called for such purpose, among others; or (iii) by action of the Congregation at a meeting duly called for such purpose, among others, at which a quorum is present. (d) Responsibilities. The principal responsibilities of the Senior Pastor shall be as follows: (i) As the spiritual leader, be responsible for the conduct of all worship, the performance of sacraments, the preaching and teaching of the Gospel, the counseling of individuals, instruction and reception of new Members, and the performance of all other ministerial functions, such as weddings, funerals and memorial services. (ii) As the administrative leader, serve as a non-voting advisory member of the Council and the various governing bodies of the Church and supervise the work of the entire professional, clerical and custodial staff. (iii) Make such reports to the appropriate governing bodies of the Church, as the Senior Pastor deems necessary, on any or all matters entrusted to his or her care. (iv) Promote the Church’s work in a manner consistent with these Bylaws. 2. Associate Pastor(s) (a) Number. There may be one or more Associate Pastors. (b) Call. The Associate Pastor(s) may be called to the Church for such periods and upon such terms as approved by the Council in consultation with the Senior Pastor and Personnel Ministry Committee. Each Associate Pastor shall assist the Senior Pastor in the responsibilities of ministry for the Church. (c) Term of Call. The services of an Associate Pastor may be terminated: (i) by resignation of that Associate Pastor upon at least sixty (60) days prior written notice delivered to the Chair of the Congregation, who shall promptly inform the Senior Pastor, Council, and the Congregation; or (ii) by mutual agreement between that Associate Pastor and the Council, acting by affirmative vote of at least two-thirds of its full membership at a meeting of the Council duly called for such purpose; or (iii) by sixty (60) days prior written notice to that effect to that Associate Pastor from the Senior Pastor acting upon the affirmative vote of at least two-thirds of the full membership of the Council at a meeting duly called for such purpose, among others. 3. Interim Pastor. Any Interim Pastor may be appointed by the Council in consultation with the Personnel Committee to serve between tenures of called Pastors. No Interim Pastor shall be eligible for the position of Senior Pastor. 4. Pastoral Search Committee. Whenever there shall be a vacancy or impending vacancy in the position of Senior Pastor, or Associate Pastor, as the case may be, such Committee may be appointed promptly to aid in the identification and selection of a new Pastor. Such Committee shall consist of twelve (12) Members of the Congregation, two (2) of whom shall be chosen by the Council and two (2) of whom shall be chosen by each of the Ministry Groups. Each member of the Committee may be, but shall not be required to be, a member of the Council or of the Ministry Groups by which he or she is chosen. The Chair of the Pastoral Search Committee shall be appointed by the Chair of the Congregation. When a candidate for the position of Senior Pastor has been approved by an affirmative vote of at least two-thirds of the full membership of the Council, that candidate shall be submitted to the Congregation as provided in Article III (1)(b) of these Bylaws. 5. Services of Worship. Services of worship shall be held Sundays and such other days as the Council, in consultation with the Senior Pastor and the Worship Committee, may determine. 6. Sacraments. Baptism and Communion shall be recognized as the two Sacraments of the Church and shall be observed at such times and in such manner as the Worship Committee, in consultation with the Senior Pastor, may determine. 7. Other Professional Staff. A Director of Christian Education who is professionally trained in the field of Christian Education, a Director of Music, and other professional personnel in the field of religion may be retained by the Church for such periods and upon such terms as approved by the Council in consultation with the Senior Pastor and the Personnel Committee. Other support staff may be retained by the Church for such periods and upon such terms as approved by the Council in consultation with the Senior Pastor and the Personnel Committee. Article IV 1. Organization. There shall be a Council, consisting of the Officers of the Church and ten (10) Councilors, each of whom shall be an Active Member and shall be elected at the annual meeting of the Congregation to serve for a term of three (3) years. Each Councilor (except officers) shall be eligible to serve two consecutive full terms. No Councilor shall be eligible to serve as a Councilor again until one year after the expiration of his/her second consecutive full term. The terms for Councilors shall be staggered so that one-third of the Council turns over annually. 2. Duties. The Council shall have general authority and responsibility to plan, coordinate, and manage the entire operation of the Church including the following duties: (a) Communications. Ensure appropriate communication of all activities of the Church. (b) Property Management. Have custody of, and authority to control and manage the real and personal property of the Church. (c) Fiduciary Duties. Be the successor of the Board of Trustees of the Church, as in existence immediately before May 3, 1992, to any legal or equitable title to any property held in the name of that Board and shall be bound by any fiduciary duties of that Board with respect to that property. (d) Financial. Cause the accounts of the Treasurer to be audited annually and shall publish a condensed financial statement of each fiscal year of the Church as soon as practicable after the end of that year for the information of the Congregation. (e) Ministry Group Operation. Designate two Councilors for each respective Ministry Group, to serve as a proactive liaison to and for that Group in its relations with the Council; convene that Group’s meetings on at least a quarterly basis and represent that Group on the Budget Committee; appoint such Committees as may be required for carrying on the various activities and the business of the Church, except as may be otherwise prescribed in these Bylaws; and appoint delegates to councils, religious assemblies and organizations, and other groups in which the Council deems Church representation is desirable. 3. Meetings and Actions. The Council shall hold at least eight (8) meetings each year. Other meetings of the Council may be called by the Senior Pastor, the Chair, or by any three (3) Councilors and/or Officers. In all cases, a written notice of the meeting shall be sent to each Officer, the Senior Pastor, and each Councilor by the Clerk. A majority of the Councilors and Officers shall constitute a quorum for the transaction of business. Council action shall be taken by: (a) an affirmative vote of a majority of Councilors and Officers present and voting at a meeting duly called and held and at which a quorum is present; (b) written consent without a meeting, ratified by signature of all Councilors and all Officers, within 14 days after the date of the proposed action, except as otherwise specifically provided in these Bylaws. The Officers shall be eligible to vote on matters before the Council, provided that the Officer acting as Chair of a Council meeting shall not be eligible to vote except to break tie votes of the Council. Article V 1. Officers. The Officers of the Church shall be a Chair, a Vice-Chair, a Clerk, and a Treasurer, collectively, referred to hereinafter as the "Executive Committee." 2. Duties (a) Chair. The Chair of the Congregation shall be elected from the Active Members of the Church. The Chair shall preside at all business meetings of the Congregation and at all meetings of the Council. The Chair shall have such other duties as may be delegated to him or her by the Congregation or the Council. (b) Vice-Chair. In the absence of the Chair of the Congregation, the Vice-Chair of the Congregation shall preside at all business meetings of the Congregation and at all meetings of the Council and shall have such other duties as may be delegated to him or her by the Congregation, the Council, or the Chair as may be consistent with these Bylaws. (c) Clerk. The Clerk shall record the proceedings of the Congregation and shall be the custodian of the Charter of the Church and of these Bylaws. The Clerk shall be responsible for overseeing that lists of Active and Inactive Members of the Congregation are kept, with the time of admission, transfer, withdrawal or death, and a record of baptisms; also the issuance of letters of transfer to other churches, such credentials as may be required by the delegates to other bodies, and such other credentials as may be required. The Clerk shall collect and file all reports. The Clerk shall keep minutes of meetings of the Council, copies of which shall be available to any member of the Congregation upon request. The Clerk shall make an annual report to the Congregation. (d) Treasurer. The Treasurer shall receive and have custody of all funds of the Church, in whatever form they may be, subject to the direction of the Council, except as otherwise provided in these Bylaws. The Treasurer shall make all disbursements of funds that are in accordance with the annual budget adopted by the Congregation and that are approved by such persons as the Council shall designate. The Treasurer shall make a disbursement that is in excess of budgeted amounts only when specifically authorized by action of the Council, in consultation with the Budget Committee and such Ministry Groups as are necessary from time to time to insure effective management of the Church’s financial affairs. The Treasurer shall give a detailed report concerning the financial affairs of the Church at each regular meeting of the Council, the Support Ministry Group, and the Financial Management Committee. 3. Terms of Office. Each Officer shall be elected at the annual meeting of the Congregation, for a term of two (2) years and until a successor is elected and assumes the duties of the office. Each Officer shall be eligible to serve two consecutive full terms (except Chair & Vice Chair who shall be limited to one (1) term), after which he or she shall not be eligible for re-election to the same office until one year from the expiration of the second consecutive full term. The Clerk shall be elected in even numbered years and the Treasurer shall be elected in odd numbered years. Article VI 1. General. The work and activities of the Church shall be conducted primarily by its Members through the Council and the Ministry Groups and Committees hereinafter described. The governance structure of the Church shall consist of at least five (5) Ministry Groups, which shall be responsible for overseeing and facilitating the work and activities of the Church. A Ministry Group shall manage one of the following general areas: worship, operations support, Christian education, Christian outreach and membership nurture. Each Group shall consist of a number of Committees, each of which shall perform specific work and activities consistent with and in furtherance of the purpose of its respective Group as prescribed herein or as directed by Council from time to time. The Council shall be empowered to create, implement and amend such organizational structures as may be necessary and proper to ensure that the work, goals and objectives of the Church are accomplished. 2. Ministry Groups and Committees (a) Purpose. Each Ministry Group and Committee shall develop a mission statement and plan of work consistent with the stated goals as established by the Congregation and shall report from time to time to the Congregation on an annual basis. (b) Composition. Each Ministry Group shall be led by two (2) Councilors and composed of the Committees and Covenant Groups (see Article X) prescribed by the Council from time to time to ensure that the work, goals and objectives of the Congregation are accomplished. Each Ministry Committee shall be composed of a manageable number of Active Members as determined and selected by the duly elected Committee Head, including any Covenant Groups prescribed by the Council. (c) Accountability. Each Group shall be accountable and report to the Council and shall be led by two (2) duly elected Councilors. Each Committee shall be accountable and report to the Council through its respective duly elected Group Leaders/Councilors and shall be led by one (1) or more duly elected Active Members. (d) Duties of Leaders.(i) Ministry Groups. Each Group Leader shall coordinate and aid in the planning and activities of its respective Committees operating under its authority, including without limitation the following:
(ii) Ministry Committees. Committee Heads shall be responsible for the following:
(e) Term. Subject to Article IV, Section I, the term of office for Group Leaders and Committee Heads shall be three (3) years. They shall be eligible to serve two (2) consecutive terms and may not serve again until a lapsed time of one year. (f) Work and Activities. Each Ministry Group and Committee shall manage and perform its work and activities in a manner consistent with the purpose of each Group respectively as set forth below: (i) Worship Group. The Worship Group shall, in consultation with the Senior Pastor, plan and coordinate the worship activities of the Church (e.g., administration of Sacraments, lay staffing, music and church design and environment). (ii) Support Group. The Operations Support Group shall, through its Committees and in conjunction with the Officers and Pastoral Staff, serve as the stewards of the real and personal property of the Church, oversee the business and administration of the Church, and report thereon to the Congregation at its Annual Meeting. In that connection, this Group shall be responsible for buildings and grounds, financial management, personnel, communications, annual giving and capital giving/campaigns. (iii) Education Group. The Christian Education Group shall plan and coordinate the Church’s Christian Education programs and activities for all ages. (iv) Outreach Group. The Outreach Group shall plan and coordinate the Church’s programs and activities directed to service organizations and people outside of the Congregation. This Group shall serve as the focal point for the Church’s relationship with many of the programs and activities of its Covenant Groups. It shall also guide the missionary outreach, volunteer, and mission giving activities of the Church and shall communicate, as appropriate, the goals, objectives, and results of these activities to the Congregation and community. (v) Nurture Group. The Nurture Group shall plan and coordinate activities which nurture the spiritual growth of Members and friends of the Church (e.g., calling, fellowship, membership and lay ministry). Article VII 1. Nominating Committee Each year the Council shall cause the formation of a Nominating Committee. The Nominating Committee shall consist of nine (9) Active Members. Each Ministry Group shall select one (1) person to serve on the Nominating Committee. The balance of the Committee shall be appointed by the Council in good faith to represent the Congregation at large. Following the selection of the Committee, the Chair of the Congregation shall appoint the Chair of the Nominating Committee, subject to approval of the Council. The Nominating Committee shall be formed no later than February 7th of each year. The Nominating Committee shall nominate one (1) person for each elective office to be filled at the Annual Meeting of the Congregation. 2. Nominating Process (a) In February, there shall be published in one edition of the Church Messenger, and in the Church Bulletin, the names of the members of the Nominating Committee, the offices to be filled, the names of the current holders of such offices, indicating those whose terms are about to expire. In such publications, Members shall be invited to make suggestions to the Nominating Committee. (b) At least thirty (30) days prior to the date of the Annual Meeting, there shall be published names of the persons placed in nomination for election at the Annual Meeting, along with notice of any additional nominations made by members of the Congregation by petitions signed by at least twenty-five (25) members and submitted to the Nominating Committee. (c) Prior to the Annual Meeting of the Congregation, in the event of an unexpected vacancy of any nominees proposed by the Nominating Committee, the Committee may make substitute nominations to be submitted at the Annual Meeting of the Congregation. 3. At the Annual Meeting of the Congregation, the nominees receiving a majority of affirmative votes for the respective offices for which they have been nominated shall be declared duly elected, and they shall hold their respective offices for the terms specified in these Bylaws. Each term shall begin immediately following the election. 4. Should a vacancy occur in any elective office during the Church year, the Nominating Committee shall reconvene to fill such vacancy for the remaining portion of the Church year.
Article VIII The Membership Committee shall consist of at least three (3) Active Members of the Church, appointed by Council to serve at its pleasure, who shall have the responsibility of determining the application process for membership in the Winnetka Congregational Church. A member of the pastoral staff shall act in an advisory capacity as an ex-officio member of the Committee. The application process shall be structured in such a way as to ensure that the membership goals and objectives of the Church are accomplished with specific adherence given to Article II of the bylaws. The Membership Committee shall assist the Clerk in overseeing that lists of Active and Inactive Members of the Church are accurate and current. The Committee shall also report to the Council from time to time on an annual basis. Article IX The Budget Committee shall consist of nine (9) Active Members. Such Members shall be the Treasurer and the Heads of the Financial Management, Personnel, and Buildings & Grounds Committees, respectively. The remainder of the Committee shall consist of one Councilor from each of the Ministry Groups described under Article VI. The Chair of the Congregation shall, subject to approval of the Council, appoint one of these Members to head the Committee. The Budget Committee shall prepare and submit to the Council a proposed annual budget covering the upcoming calendar year no later than January 9th of each year. The Council shall submit a proposed final budget to the Congregation for its approval at its regular winter meeting as specified in Article IX.
Article X 1. Annual Meeting. The Annual Meeting of the Congregation shall be held each year on the first Sunday of May. The agenda of the annual meeting shall include: (a) presentation of written reports by the Chair, the Treasurer, the Councilors (Group Leaders), all Ministry Committee Heads, and the Pastoral Staff of the Church; (b) election of Officers, Councilors (Group Leaders), and Ministry Committee Heads; and (c) such other business as may properly come before the meeting. 2. Regular Meetings. In addition to the Annual Meeting, there shall be regular meetings of the Congregation in the months of January and September, or as otherwise determined by the Council. The agenda for such regular meetings shall be reports on the work of the Church as may be necessary or desirable and such other business as may properly come before the meeting. 3. Special Meetings. Special meetings of the
Congregation may be called by the Senior Pastor, the Chair, the Council, any
one of the Ministry Groups, or a petition signed by not less than fifty (50)
Active Members of the Congregation. 5. Quorums. A quorum of sixty (60) of the Active Members as defined in Article II Section 3 of the Bylaws shall be required for the approval of all routine business of the Church as defined by the Church Council. Further, a quorum of one hundred sixty (160) of the Active Members as defined in Article II Section 3 of the Bylaws shall be required for approval of substantive changes impacting the life of the Church such as the call or release of the senior pastor, denominational affiliation, or any other change as defined by the Church Council. 6. Church Year. The fiscal year of the Church shall be the calendar year, but for all other purposes the Church year shall extend from May 1 through the next succeeding April 30, or shall be as otherwise determined from time to time by the Council. Article XI A Covenant group is an "Affiliated Group" as described in Article I, Section 3 of these Bylaws and is dedicated to meet specific needs of the Church and/or the Community at large. Each Covenant Group establishes its own procedures and programs, manages its own finances, and elects its own officers consistent with the principles and policies of the Congregation as set forth in these Bylaws and as set forth in the Covenant Group’s Bylaws and Mission Statement, both of which are subject to the approval of the Council and the Congregation. The Bylaws of each Covenant Group shall provide that the Council shall have the right to approve or disapprove the hiring and terms of employment of any employee of a Covenant Group and the right, after consultation with a Covenant Group, to terminate the services of any employee of that Covenant Group. Current Covenant Groups are: 1. Woman’s Society. The Woman’s Society operates within the Nurture Ministry Group and is open to all women of the Church and fosters opportunities for fellowship and personal mission service among the members and friends of the Church. 2. Women’s Exchange. The Women’s Exchange operates within the Outreach Ministry Group and seeks to nourish the growth and spirit of women by offering fellowship and networking opportunities and by providing educational, spiritual, and support services to meet the changing needs of women in today’s society. 3. Centennial Loan Fund. The Centennial Loan Fund Committee operates within the Outreach Ministry Group to manage the fund established by Congregational resolution of 1974 and to allow low interest loans to be made to Protestant churches in the Chicago suburbs as well as the city of Chicago. An organization may become a Covenant Group upon the approval of its Mission Statement by an affirmative vote of a majority of the Members of the Congregation present and voting at a meeting of the Congregation at which a quorum is present, provided that notice of the meeting included notice of the consideration of the status of that organization. An organization shall cease to be a Covenant Group upon the affirmative vote of a majority of the Members of the Congregation present and voting at a meeting of the Congregation at which a quorum is present, provided that notice of the meeting shall have included notice of the consideration of the status of that Covenant Group. Article XII Amendments to these Bylaws may be made by a two-thirds affirmative vote of the Active Members of the Congregation present and voting at any meeting of the Congregation, at which a quorum is present, provided notice of the intention to propose such amendments, and a statement of the full text of the proposed amendments including a clear identification of changes and deletions from current text clearly marked, shall have been mailed not less than 3 weeks prior to the date of the meeting, by the Clerk, to Active Members of the Congregation. Amendments may be proposed either by action of the Council or by petition signed by at least fifty (50) Active Members.
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