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NORTH HEIGHTS LUTHERAN CHURCH ! CONSTITUTION AND BYLAWS!

Adopted _______________, 2014!

PREAMBLE!
We the people of God (the congregation) of North Heights Lutheran Church (NHLC) being of one mind and heart through Jesus Christ our Savior and Lord, in order to better fulfill our calling to live by means of the releasing power of the Holy Spirit in Christian love, grace, and unity with one another and to more effectively achieve our mission to the world as revealed to us by our Heavenly Father, do hereby acknowledge that the following Constitution and Bylaws govern the internal affairs of NHLC. For purposes of the laws of the State of Minnesota, both the Constitution and Bylaws of North Heights Lutheran Church shall be recognized as the Bylaws of this corporation as authorized by Minnesota Statutes section 317A.011, Subdivision 5, 317A.181, or any successor provisions.

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TABLE OF CONTENTS
TABLE OF CONTENTS ..............................................................................................................................................2 DEFINITIONS 3 CHAPTER 1 CHAPTER 2 CHAPTER 3 CHAPTER 4 CHAPTER 5 CHAPTER 6 CHAPTER 7 CHAPTER 8 CHAPTER 9 NAME AND INCORPORATION ...................................................................................................5 CONFESSION OF FAITH...............................................................................................................5 PURPOSE AND ASSOCIATION ....................................................................................................6 POWERS OF THE NHLC CONGREGATION ............................................................................7 MEMBERSHIP IN THE CONGREGATION ...............................................................................7 DISCIPLINE OF MEMBERS .........................................................................................................8 THE PASTORS .................................................................................................................................9 SENIOR PASTOR AUTHORITY .................................................................................................11 THE DEACONS .............................................................................................................................12

CHAPTER 10 THE ELDERS & COUNCIL OF ELDERS .................................................................................12 CHAPTER 11 EMPLOYEES, INDEPENDENT CONTRACTORS AND VOLUNTEERS ............................15 CHAPTER 13 AMENDMENTS TO THE CONSTITUTION AND BYLAWS .................................................17 CHAPTER 14 CONGREGATIONAL RECORDS ...............................................................................................18 B1.00 COMMUNION PARTICIPATION ...............................................................................................19 B2.00 METHOD OF AFFILIATING WITH AN ENTITY, A NEW SYNOD, ALLIANCE OR ASSOCIATION (ENTITY)........................................................................................................................................19 B3.00 B4.00 B7.00 B8.00 B9.00 MEMBERSHIP...............................................................................................................................20 DISCIPLINE OF MEMBERS ......................................................................................................23 COUNCIL OF ELDERS, OFFICERS AND BOARDS ...............................................................26 MEETINGS OF THE CONGREGATION ..................................................................................30 CONGREGATIONAL RECORDS ...............................................................................................32

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DEFINITIONS
North Heights Lutheran Church/NHLC/church/Church Address: Baptism: Church Corporation Confirmation: 2701 North Rice Street, Roseville MN 55113 ! (651) 631-2299 The application of water as a rite of purification or initiation; a Christian sacrament. The legal entity under Minnesota statute 317A (also as lower case). Confirmation, the public rite of acknowledging ones acceptance of Jesus Christ as their Lord and Savior having received instruction and mentoring in the Christian faith and the admission to the full communion of the church. This has only ecclesiastical, but no scriptural, authority. It is grounded, however, in the scriptural precedent of the laying on of hands after baptism. Those people that worship and fellowship together within NHLC. The group of 8 elected members of the congregation from the Deacons of NHLC referred to as elders and the Senior Pastor. Corrective action taken in response to behavior or actions whether spoken or written or observed that that are considered acts of misconduct in Christian behavior or defection in doctrine held by NHLC. Another organization that NHLC will affiliate with, for the purpose of fellowship and support on a national and international basis to promote and enhance core theological beliefs. The congregation of NHLC meets once a year for a congregational meeting and as called special meetings. Baptized members are persons not classified as confirmed but who have been baptized in the name of the Triune God. Confirmed members are baptized persons who have either: (a) been confirmed in this congregation, or

Congregation: Council of Elders or Board:

Discipline:

Entity:

Meetings: Member Definitions: Baptized members:

Confirmed members:

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(b)

been otherwise classified as confirmed members by affirmation of faith before the congregation.

Members in good standing:

Members in good standing meet the criteria specified in Section B5.01.1 of the Bylaws. (a) and (b) are members in good standing as defined in Section B5.01.01 of the Bylaws. Persons who have been baptized in the name of the Triune God but who have not yet been confirmed. Baptized persons who have been confirmed but who: (i) or (ii) are not members in good standing as defined in Section B5.01.01of the Bylaws. have not yet attained age eighteen (18), have attained the age of eighteen (18) years,

Voting members shall be Confirmed members who:

Non-voting members shall include, but not be limited to: (a)

(b)

Sent i.e. mailed, emailed:

Accepted forms of direct written communication with members of NHLC when called for within the Constitution or Bylaws.

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CONSTITUTION
CHAPTER 1
C1.01

NAME AND INCORPORATION


The name of the congregation shall be North Heights Lutheran Church hereinafter referred to as NHLC. The congregation is incorporated under Minnesota Statutes, Chapter 317A as a Minnesota Nonprofit corporation.

CHAPTER 2
C2.01 C2.02 C2.03

CONFESSION OF FAITH WHAT WE BELIEVE


We believe in one God in Three Persons: the Father, Son and Holy Spirit. We believe that God the Father is the Source of all things, the Sovereign over everything and the Supplier of all our needs. We believe that Jesus Christ, Gods Son, is our Savior and Lord. Through His virgin birth, sinless life and substitutionary atonement, Jesus has purchased our redemption, and thus He has procured for us forgiveness of sins, freedom from the guilt of sin, deliverance from the power of sin, release from the punishment for sin, as well as newness of life and eternal life. We believe the Holy Spirit calls us to repentance, faith, and obedience; that He reveals to us Gods will, word and work; and that He empowers us for holy living and effective service. We believe the Bible to be the inspired Word of God and the infallible authority in all matters of proclamation, faith and life. We believe that the gospel is the power of God for the salvation of all who believe. We accept the Ecumenical Creeds: the Apostolic, the Nicene and the Athanasian, as the true Declarations of Faith, and we accept the Unaltered Augsburg Confession and Luthers Small Catechism as true witnesses to the gospel. We believe that the whole human race has fallen into sin and into a sinful state of being. We believe that the only way to salvation is through Jesus Christ. We believe that Baptism unites us with Christs atoning work in His death, burial and resurrection for the forgiveness of sins. We baptize both infants and adults, and practice either sprinkling or immersion as appropriate.

C2.04

C2.05

C2.06

C2.07 C2.08 C2.09

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C2.10

We believe that in Holy Communion we receive the Body and Blood of our Lord Jesus Christ and are united with Him and with the universal body of believers. We believe that the Holy Spirits spiritual and supernatural ministries and gifts are operative today in the life of the believer and the church. We believe that the Church is the Body of Christ with Jesus Christ as the Head of the body. Thus we seek to submit to His Lordship in all things. We believe in Christs Second Coming and the resurrection of believers to eternal life and of unbelievers to eternal punishment. We believe that marriage is a covenant sanctioned by God to join one natural born man and one natural born woman in a single, exclusive, holy union. We believe the Church is charged with upholding and protecting Gods original design for marriage. We believe that sexual activity is a gift from God to be enjoyed only between a married natural born man and natural born woman. All forms of sexual immorality such as adultery, fornication, homosexual conduct, bestiality, incest, and pornography are sinful and offensive to God. We believe that God intentionally and purposefully designed each person to be a particular gender and that any disagreement with or attempt to change ones biological gender is a form of sexual immorality and is equally sinful and offensive to God.

C2.11

C2.12

C2.13 C2.14

C2.15

CHAPTER 3
C3.01

PURPOSE AND ASSOCIATION


The purpose of NHLC is to be an evangelical, Christ-centered body of believers committed to proclaiming and propagating the Christian faith through the Means of Grace as released in the lives of people through the manifest presence of the Holy Spirit. The congregation rejects corporate fellowship with organizations, secret or open that do not confess faith in the Triune God and in Jesus Christ as the eternal Son of God incarnate to be our only Savior from sin. Ceremonies of lodges or other such organizations shall not be permitted in buildings or on the premises of the congregation; nor shall its pastors or lay leadership take part in any such ceremonies wherever they are conducted.

C3.02

C3.03

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CHAPTER 4
C4.01

POWERS OF THE NHLC CONGREGATION


The powers of the congregation shall be those necessary to fulfill its purposes, as set forth in this Constitution, and Minnesota Statutes, Chapter 317A. The powers of the congregation shall be vested in the Council of Elders as its board of directors, and in the meetings of the voting members (hereinafter "congregational meeting" or "meetings of the voting members") called and conducted in such manner as is provided in this Constitution and Minnesota statutes. The powers of the voting members shall include, but not be limited to, the following functions: (a) to authorize the Council to enter into contracts to purchase, sell, mortgage, lease, transfer or otherwise dispose of all, or substantially all, of the real or personal property of NHLC according to the Bylaws. to elect members to the Council from among the deacons, as identified in Chapter 10 hereof, for the exercise of its powers and authority, and to require the Council to conduct its affairs in accordance with Minnesota Statutes, the church's validly adopted Constitution, Bylaws, and resolutions of the congregation in effect from time to time. to call a Senior or Associate Pastor pursuant to Chapter 7 of this Constitution. to authorize the church to join, sever or terminate the church's relationship with, or membership in, any entity according to Bylaws (B4) of this Constitution. to authorize the Church to operate a primary, middle, and secondary school. Membership shall be open to all without regard to race, color, or national or ethnic origin: (a)who profess Jesus Christ as their Lord and Savior, and (b) who affirm the NHLC Confession of Faith identified in Chapter 2 of this Constitution, and who offer evidence, by their confession and conduct, that they are living in accord with their affirmations and this Constitution and Bylaws, and are actively pursuing and continuing in a vital fellowship with the Lord, Jesus Christ, and

C4.02

C4.03

(b)

(c) (d)

(e)

CHAPTER 5
C5.01

MEMBERSHIP IN THE CONGREGATION

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(c) (d)

who are admitted after attending new member classes or who have been previously recognized by the Church as members, and who agree to the terms and conditions of Membership in NHLC as set forth in the NHLC Partnership Covenant, as may be amended from time to time. There shall be two (2) primary classes of members: (1) voting members, and (2) non-voting members.

C5.02 (a)

A voting member must have attained the age of 18, and maintain their membership in good standing in accordance with the provisions of this Constitution and Bylaws. A voting member shall have: (i) (ii) Voting rights and be entitled to one (1) vote; and Inspection rights pursuant to and as restricted by M.S. Section 317A.461 allowing voting members, with a reasonably related purpose, the right to inspect all governing church documents, accounting records and recorded minutes of all meetings for the last six years.

(b)

Non-voting members are members who are not eligible to vote due to being under 18 years of age or because they are not a member in good standing. A non-voting member shall not be entitled to vote, and shall not have any of the inspection rights described by M.S. Section 317A. 461. It shall be the privilege and duty of members of the congregation to live by the Word and Grace of God alone, make diligent use of the Means of Grace, and of both the Word and Sacraments, live a Christian life in accordance with the Word of God, such as by reading the Scriptures, attending NHLC Sunday worship services, receiving Holy Communion and supporting the work of the congregation.

(c)

C5.03

CHAPTER 6
C6.01A

DISCIPLINE OF MEMBERS
Allegations of misconduct or defect in doctrine brought by three or more members of NHLC against a member will be reviewed by the Council. If in the judgment of the Council the allegations require further action, the Council will either refer the matter to the Senior Pastor to be dealt with as a Pastoral care issue or, if lacking resolution, the matter shall be referred to the Executive Committee of the Council which will form a committee of three to five former

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members of the Council to review the allegations and if necessary proceed with discipline as outlined in the Bylaws. C6.01B Allegations of misconduct or defect in doctrine brought by three or more members of NHLC against an Elder or Deacon will be reviewed by the Council. If in the judgment of the Council the allegations require further action, the Executive Committee of the Council will form a committee of three to five former members of the Council to review the allegations and if necessary proceed with discipline as outlined in the Bylaws. A member who advocates doctrines that are contrary to Holy Scripture or the Confession of Faith of NHLC, or who is guilty of conduct that is grossly unbecoming a member of the Body of Christ as determined by the Senior Pastor or the Council, shall be subject to discipline as provided in this Constitution and Bylaws. C6.02 Discipline shall be administered by the pastors and the Council on behalf of the congregation. The pastors and/or Council may, in their sole discretion, report to the congregation those who have been subject to Disciplinary Action and the reasons for that Discipline. Procedures for the exercise of Discipline shall be those provided in the Bylaws. If Disciplinary Procedures are required in order to call a member to alignment with Scripture, it is recognized that the commitment of the Partnership Covenant is significant and needs to remain intact, especially insofar as both parties agree not to sever membership once Disciplinary Proceedings have commenced. When Disciplinary Procedures are concluded, an individual may choose to resign their membership if an agreeable solution is not found and they no longer wish to remain in covenant. Disciplinary Proceedings commence when the Church makes a request to the member to appear for a hearing before the Council for possible Disciplinary Action.

C6.03 C6.04

CHAPTER 7
C7.01

THE PASTORS
Authority to call a pastor shall rest in the voting members of the congregation. Such authority to call shall be exercised by the affirmative vote of a majority of the voting members present and voting at a meeting legally called for that purpose. The Council shall form a Call Committee and follow the procedures as defined in the Bylaws.

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C7.02A (a) and (b) C7.02B

A Senior Pastor must meet the following conditions to be eligible for approval by the congregation as a member of the pastoral staff: Be a member of a clergy roster or a graduate of an accredited seminary. For the position of Senior Pastor be recommended by the Council. An Associate Pastor must meet the following conditions to be eligible for approval by the congregation as a member of the pastoral staff: (a) and (b) Be recommended by the Senior Pastor and the Council. In the event of a vacancy in the office of Senior Pastor, the Council shall appoint an acting Senior Pastor who shall serve until the vacancy is filled. If in the judgment of the Council or the Executive Committee of the Council (identified in the Bylaws) a pastor is no longer able to serve NHLC satisfactorily, including, but not limited to, alleged defection in doctrine or alleged conduct unbecoming a pastor, the Council shall appoint a pastoral discipline committee consisting of three to five persons who had previously served on the Councils Executive Committee but are not presently serving on the Council and are not currently on the NHLC staff (the "Discipline Committee") to review the allegations. The function of the Discipline Committee is to: (a) (b) Provide an assessment of the allegations brought against the pastor, With love as the motive work at reconciling and rehabilitating a pastor who is found by the Committee to have a verified defection in doctrine or to have engaged in conduct unbecoming a pastor, And failing that, to recommend to the Council of Elders that they dismiss a pastor who is found by the Committee to have a verified defection in doctrine or to have engaged in conduct unbecoming a pastor. Before the dismissal is requested, all parties, including the pastor, shall have the opportunity of being heard at a meeting of the Council. After the hearing before the Council, the Council may Be a member of a clergy roster or a graduate of an accredited seminary.

C7.03

C7.04

(c)

C7.05

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take action. If the pastor's termination is approved by the Council, the pastor shall vacate the office at the time specified by the Council in its notice of termination.

CHAPTER 8
C8.01

SENIOR PASTOR AUTHORITY


The Senior Pastor shall be spiritual head and functional leader of the congregation and staff members. The Senior Pastor shall, with the Council of Elders, provide for the theological integrity of the North Heights Ministries, including the Ministry of the Word and the purity of its doctrine. The Senior Pastor shall be the principal preaching pastor and shall provide for the worship services of the congregation. No person shall be granted the privilege of leading worship, preaching, teaching or conducting pastoral acts in the congregation unless permitted within guidelines established by the Senior Pastor and agreed to by the Council. With the agreement of the Council, the Senior Pastor may delegate on an extended basis to Associate Pastors or to lay assistants any pastoral, administrative or other authority granted by the Constitution and Bylaws. The manner of delegation shall be as provided for in letters of call, employment agreements and/or job descriptions. Accountability for actions of persons to whom such responsibilities and authorities have been extended shall remain with the Senior Pastor. The Senior Pastor or his designee shall be an ex officio member of all boards and committees and advisor to officers and other lay leaders of the congregation. Matters related to application for or status of membership and discipline of members shall be administered by the Senior Pastor or his designee through the Council as provided in the Constitution and Bylaws. In the event of an absence or incapacitation, the Senior Pastor shall temporarily delegate appropriate authority to an Associate Pastor. If the Council determines that the Senior Pastor is incapacitated to the extent of being unable to make a delegation of his authority to an Associate Pastor, the Council may make such a delegation. In so doing, the Council shall act in a manner consistent with Chapter 7.01 of the Constitution. In consultation with the Council, the Senior Pastor shall have the right and obligation to form a leadership, management and pastoral

C8.02

C8.03

C8.04

C8.05

C8.06

C8.07

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team and appropriate organizational structure consistent with the vision and call God has placed on the Senior Pastor.

CHAPTER 9
C9.01

THE DEACONS
NHLC recognizes that its members have been blessed by God with talents and abilities to be used in the ministry of the church. NHLC also recognizes that many of these members are called by God to be active in and leaders of our ministries. As leaders they are called by the Holy Spirit and encouraged by the church to seek the high calling of deacon. This will create a formidable force of the priesthood of believers who are trained, equipped and released to serve the Kingdom of God. The deacon ministry releases individuals to use their Holy Spirit Gifts to help hurting people, to partake in soul winning, to pray at the altar and to be part of NHLC leadership. The calling, qualifications, appointment, and responsibilities of deacons are determined by the deacon ministry administration under the supervision of the Council President, with the approval of the Council, as found in the Bylaws. Deacons are not officers or agents of the Church as a corporation unless they have been elected to one of the designated offices.

C9.02

CHAPTER 10
C10.01

THE ELDERS & COUNCIL OF ELDERS


Elders are deacons elected by the congregation to serve as members of the Council of Elders. The Council is involved in overseeing the spiritual, financial, business, and organizational aspects of the congregation. Membership of the Council shall be nine (9) in number including the Senior Pastor. Membership on the Council shall be open to voting Members in Good Standing who are deacons. Employees of NHLC, except for the Senior Pastor, shall not be eligible to be Council members.

C10.02 C10.03

Elders are not officers or agents of the Church as a corporation unless they have been elected to one of the designated offices. At the annual meeting of the congregation, the voting members shall elect members to the Council of Elders, which shall be the Church's corporate board of directors under Minnesota law. The number of elected members of the Council shall be eight (8). Qualifications to be met by nominees and other procedures regarding election shall be as provided in the Constitution and Bylaws.
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C10.04

The term of office of Council lay members shall be for three (3) years, with one-third of the terms expiring annually. Members, other than the Senior Pastor, may serve no more than two consecutive terms. Members appointed to fulfill a vacated Elder position shall at the end of the vacated position be deemed to have completed one term and be eligible to serve one additional consecutive term if the vacated term was open for re-election. Former Council members shall not be eligible to rejoin the Council for a period of one year following the expiration of their second consecutive term. At its first meeting as the first item of business following the meeting of the congregation wherein election of members to the Council occurs, the Council shall: Elect from its own membership a President, a Vice President, a Treasurer, and a Secretary, who shall also hold the same positions within the Church, and who shall with the Senior Pastor constitute the Executive Committee of the Council.

C10.05

C10.06

The Council or its designee shall establish such boards and committees as are provided for in the Bylaws and provide for the supervision of their work. The Council or its designee shall maintain rosters of the baptized, the confirmed, and the voting members of the congregation. All members of the congregation not listed on the roster of voting members shall be non-voting members. The Council shall exercise such authority as is delegated to it by Minnesota Statutes, the Constitution and Bylaws, and the resolutions of the congregation. The Council shall expend funds in accordance with an annual budget approved by the affirmative vote of the majority of the voting members present at meetings of the congregation. The Council may make expenditures in any year in excess of the Approved Budget when deemed necessary by the affirmative vote of the majority of members of the Council present at a meeting of the Council, providing that such additional expenditures in any year do not exceed three percent (3%) of the Approved Budget. The duties of the officers of the congregation shall be: 1. President: The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business affairs of the corporation. The President shall preside at all meetings of the members and of the Council. The
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C10.07

C10.08

C10.09

C10.10

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President, or any other proper officer of the corporation authorized by the Council, may sign deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the corporation which the Council has authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Council or by these Bylaws or by statue to some other officer or agent of the corporation. 2. Vice President: In the absence of the President or in the event of the Presidents inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the President or by the Council. Treasurer: The Treasurer shall have fiduciary oversight of staff that is charged with custody of the archives of the congregation; accurate financial records for the corporation; depositing money, drafts, and checks in the name of and to the credit of the corporation in the banks and depositories designated by the Council; endorsing for deposit notes, checks and drafts received by the corporation, making proper vouchers for the deposit; disbursing corporate funds and issue checks and drafts in the name of the corporation, as ordered by the Council; upon request, provide the Council an account of transactions by the Director of Administration of the financial condition of the corporation; and perform other duties prescribed by the Council. Secretary: The secretary shall keep the minutes of the meetings of the members and of the Council in one or more books provided for that purpose; see that all notices are duly given in accordance with the provision of these Bylaws or as required by law; be custodian of the corporate records; keep a register of the post office address of each member and Elder which shall be furnished to the Secretary by such member; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Council. Other Officers, Agents, and Employees: The Corporation may have such other officers, agents, and employees as may be deemed necessary by the Council. Such other officers, agents, and employees shall be appointed in such manner, have such

3.

4.

5.

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duties, and hold their offices for such terms as may be determined by resolution of the Council. 6. Bond: The Council of the corporation shall from time to time determine which, if any, of the corporation shall be bonded and the amount of each bond. C10.11 Purchase, Sale or Lease of Certain Property The Council is authorized to enter in to the purchase or lease of property where the transactions total value does not exceed a value greater than five percent (5%) of the Approved Budget for that year. The length of lease or finance terms cannot exceed five (5) years. Transactions will be viewed in aggregate for any transaction within a twelve (12) month period of time. The Council when authorized by a majority vote of approval of the voting members of the congregation present at a legally called meeting of the congregation is authorized to enter into contracts to purchase or lease real estate where the value of the transaction exceeds five percent (5%) of the Approved Budget and finance terms (if any) exceed five (5) years. This authorization will be for a period of one (1) year and may be extended or renewed by the congregation by a majority vote of approval of the voting members present at a legally called meeting of the congregation. The President, Vice President, Treasurer, and Secretary (collectively, the Authorized Officers) of NHLC are each specifically authorized to enter into contracts to purchase, lease, transfer and convey all real and personal property, acquired by NHLC. The President, Vice President, Treasurer, and Secretary (collectively, the Authorized Officers) of NHLC are each specifically authorized to sell, or transfer, securities and other investment property evidenced by certificates of title.

CHAPTER 11
C11.01

EMPLOYEES, INDEPENDENT CONTRACTORS AND VOLUNTEERS


Without exception, ALL employees, volunteers and most independent contractors of NHLC have a spiritual role to play at NHLC. Because we believe that the Holy Spirits spiritual and supernatural ministries and gifts are operative today in the life of believers and the Church (see the NHLC Confession of Faith in this Constitution), it is vital that all people who serve at NHLC, whether as employees, volunteers and most independent

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contractors, are capable of serving and do serve the spiritual and religious purposes of the Church. C11.02 NHLC recognizes that children and vulnerable adults who are served by our ministry have a special need for protection from reasonably foreseeable risk of harm from those whom the Church places in positions of responsibility and authority over them. Consequently, the Church has in place due diligence procedures for selecting people who work with children and vulnerable adults.

Chapter 12
C12.01 C12.02

MEETINGS OF THE CONGREGATION


The powers and authorities of the congregation shall be exercised through a meeting of the voting members. Meetings of the voting members shall be legal when called and conducted in conformity with the provisions of the Constitution and Bylaws of the congregation. A regular meeting of the voting members shall be held once annually in accordance with provisions of the Bylaws. Special meetings of the voting members may be called: (a) or (b) or (c) or (d) or (e) if at least ten percent (10%) of the voting members sign, date, and deliver to the Council one or more written demands for the meeting describing the purpose for which it is to be held. A quorum for meetings of the congregation shall be 100 voting members. If a quorum of voting members has been present at a meeting of the congregation and members have withdrawn from the meeting so that less than 100 remain, the voting members still present may continue to transact business until adjournment. The affirmative vote of a majority of the voting members present and entitled to vote at meetings of the congregation shall prevail, the Senior Pastor, the President of the congregation, by three (3) or more members of the Council, by action of the voting members at a legal meeting,

C12.03 C12.04

C12.05

C12.06

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except that two-thirds (2/3rds) majority shall be required when voting to: (a) (b) (c) call a pastor; sever, join or alter congregational affiliation with an entity as specified in the Bylaws (B2). authorize the sale, conveyance, encumbrance or other disposition of any real property in excess of five percent (5%) of the approved budget (see section C10.11). Unless otherwise provided in the Articles of Incorporation, the Constitution or the Bylaws, voting members may take action by either voice vote or written ballot.

C12.07

CHAPTER 13
C13.01 C13.02

AMENDMENTS TO THE CONSTITUTION AND BYLAWS


No amendment to this Constitution or the Bylaws shall conflict with Chapter 2 of this Constitution. Subject to the powers of the Council identified in Section C10 hereof, a proposed amendment to the Constitution in order to be adopted shall be: (a) (b) initially considered and approved by affirmative majority vote of the voting members at a regular meeting of the congregation; if altered or amended be considered and approved without alteration by the affirmative vote of two-thirds (2/3rds) of the voting members present and entitled to vote at a subsequent special meeting of the congregation a minimum of sixty (60) days after the first meeting but within ninety (90) days of the first meeting. A copy of any proposed amendment to this Constitution shall be provided with notices of the meeting at which it is to be considered fifteen (15) days prior to the scheduled meeting. The Council may from time to time adopt, amend or repeal any of the Bylaws of this corporation by unanimous approval of the entire Council, except that the Council shall not adopt, amend or repeal any provision of its Bylaws that: (a) (b) (c) fix a quorum for meetings of the voting members, prescribe procedures for removing Council members or filling vacancies in the Council, fix the number of Council members or their classifications, qualifications, or terms of office,

C13.03

C13.04

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or (d) C13.05 change affiliation with another entity or the method and procedures of affiliation with another entity. Unless the articles or Bylaws provide otherwise, ten percent (10%) of the voting members may propose a resolution for action by the voting members to adopt, amend, or repeal any provision of the Church's Bylaws adopted, amended, or repealed by the Council. The resolution must contain the provisions proposed for adoption, amendment, or repeal. The proposal must be published in an NHLC publication and made available for inspection and review at the church offices at least fifteen (15) days prior to a congregational meeting at which the proposal will be presented.

CHAPTER 14
C14.01

CONGREGATIONAL RECORDS
The Secretary or their designee shall keep all records necessary and required by the church affiliation and state regulations to include, but not be limited to, membership, financial, and minutes of its Council of Elders and Congregational meetings.

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BYLAWS
B1.00
B1.01

COMMUNION PARTICIPATION
All who confess Jesus Christ as Lord are encouraged to participate in receiving Holy Communion.

B2.00
B2.01

METHOD OF AFFILIATING WITH AN ENTITY, A NEW SYNOD, ALLIANCE OR ASSOCIATION (ENTITY)


Should NHLC desire to join another entity, the Senior Pastor and the Council of Elders shall prayerfully consider other entities that NHLC might join. Any entity considered cannot place nor have any condition that would infringe upon the property ownership rights of NHLC and any entity considered cannot place any condition upon NHLCs power and right to call any pastor to serve NHLC. Once the decision is made, a resolution shall be developed and passed unanimously by the Council. A meeting of the congregation shall consider the resolution. A copy of said resolution must be sent to the voting members of NHLC at least fifteen (15) days in advance of the meeting. The resolution must be presented at the meeting of the congregation, with passage at the meeting to require a two-thirds (2/3rds) majority of those voting members present. If the resolution passes by the required two-thirds (2/3rds) majority without alteration or amendment the president of the Council shall send notification to the new entity advising it of NHLCs desire to affiliate. A second meeting of the congregation shall be held no sooner than sixty (60) days but within ninety (90) days after the first meeting if the original resolution sent to voting members of NHLC was amended prior to passage at the first meeting. The amended resolution shall be sent to the voting members at least fifteen (15) days prior to the second meeting of the congregation. Passage without alteration or amendment at the second meeting shall require a two-thirds (2/3rds) majority of those voting members present. If the resolution passes by the required two-thirds (2/3rds) majority at the second meeting, the president of the Council shall send notification to the new entity advising it of NHLCs desire to affiliate. If the resolution does not pass, a minimum of ninety (90) days must elapse prior to the presentation of the same or new

B2.02.01

B2.02.02

B2.03

B2.04

Congregational version

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resolution to change affiliation to the congregation at a congregational meeting. B2.05 (a) NHLC may terminate its relationship with an entity by the following procedure: A resolution recommended by the Council of Elders indicating the desire of NHLC to terminate its relationship with that entity must be adopted by a two-thirds (2/3rds) majority of the voting members present at a legally called and conducted meeting of the congregation. The secretary of NHLC shall submit, by certified mail, a copy of the resolution to the appropriate representative of the entity and shall send a copy of the resolution to voting members of this congregation. This notice shall be submitted within fifteen (15) days after the resolution has been adopted. The appropriate representative of that entity shall have the opportunity to consult with this congregation within a period of ninety (90) days following the receipt of the resolution. If NHLC, after consultation, still desires to terminate its relationship, such action may be taken at a legally called and conducted meeting of the congregation at which meeting the representative of that entity may be present. The resolution to terminate membership must pass without alteration or amendment by a two-thirds (2/3rds) majority of those voting members present. Notice of the meeting shall be sent to all voting members at least fifteen (15) days in advance of the meeting. A certified copy of NHLCs adopted resolution to terminate its relationship shall be sent, by certified mail, to the appropriate representative of this entity, at which time the relationship between NHLC and that entity shall be terminated. Baptized members: Baptized members are persons not classified as confirmed but who have been baptized in the name of the Triune God. Confirmed members: Confirmed members are baptized persons who have either: (a) (b) been confirmed in this congregation, or been otherwise classified as confirmed members by affirmation of faith before the congregation.

(b)

(c)

(d)

(e)

B3.00
B3.01.01

MEMBERSHIP

B3.01.02

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B3.02

Members in Good Standing Members meeting the following requirements shall be classified as Members in Good Standing: (a) and (b) have agreed to the terms and conditions of Membership in NHLC as set forth in the NHLC Partnership Covenant, as may be amended from time to time attend NHLC on a regular basis have been confirmed or have completed the New Members class

and (c) and (d) and (e) the member must not have had his or her good standing suspended by reason of the Disciplinary procedures identified in Section B6 of these Bylaws. contribute financially to NHLC or they participate actively in one or more areas of service within NHLC

B3.03

Duties of Members
B3.03.01 Members are encouraged: to faithfully attend the worship services of the congregation and receive the Sacrament of Holy Communion. to regularly uphold in prayer the congregation, its pastors, Council members, lay workers, deacons and other leaders. to diligently serve the Lord in a manner consistent with the gifts and talents given them. to regularly avail themselves of teaching from the Word of God as provided through adult education classes and other Christian growth opportunities offered by the congregation. to bring their children for the sacrament of Baptism and provide for their instruction in the Christian faith and diligently bring them to Sunday School, communion and confirmation classes, Vacation Bible School and the youth programs of the congregation. to attend all legally called meetings of the congregation.

Congregational version

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to become tithers in order that current expenses, special purpose funds and benevolences of the congregation may be met in a godly fashion. A member in good standing desiring to change membership to another Christian congregation shall, upon request, receive a letter of transfer and the person's name shall be removed from the membership roster by the church administrator. Members must notify the church administrator in the church office of the member's correct mailing address within thirty (30) days of moving , in order that the church may provide to the members all required legal notices. Members with No Mailing Address In the event that the office of church administration does not have a current US Postal Service or email address for any member, notice thereof shall be posted at two congregational meetings. Instructions will be provided to those in attendance to review the names and report any available updated information concerning the members listed. Information gathered will be used to update church records. In the event any members name is posted at two congregational meetings and NHLC does not receive updated information about that member or a response from that member, NHLC shall remove that member from the roster of members in good standing until the member provides to the office of church administration a current US Postal Service or email address. Termination of Membership Membership in this congregation shall be terminated by any of the following events: (a) (b) (c) death of a member; resignation of the member; failure of a member to agree to the terms and conditions of Membership in NHLC as set forth in the NHLC Partnership Covenant, as may be amended from time to time; Disciplinary Action by the Council that results in termination of a member pursuant to Section B4.00 of these Bylaws; Failure to maintain a mailing address with the church administrator pursuant to Section B3.04.01 of these Bylaws; or

B3.03.02

B3.03.03

B3.04 B3.04.01

B3.05 B3.05.01

(d) (e)

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(f)

Failure to be a member in good standing as defined by Section B3.02 of these Bylaws for twelve (12) consecutive months.

B4.00
B4.01

DISCIPLINE OF MEMBERS
The pastors and the Council shall be responsible for watching over the purity of doctrine and life of members. If a member errs or is overtaken in any trespass, the pastors and the Council shall strive in the spirit of gentleness and love to restore the person in accordance with Matthew 18:15. B4.02.01 A member may be requested to appear for a hearing before the Council for possible Disciplinary Action. The member shall be advised in writing of the hearing ten (10) days or more in advance of the hearing. The written notice shall specify the exact reason for the possible Disciplinary Action. If the person fails to appear at the scheduled hearing without valid excuse, the Council may proceed with the hearing and may reach its conclusion in the absence of the member. Should the member be found in need of discipline by a unanimous vote of the members of the Council, the Council may impose any of the following measures: (a) (b) (c) suspension from the status of member in good standing; denial of the Sacraments until proof is given of sufficient repentance and amendment; termination of membership. The above actions shall either individually or collectively be referred to as "Disciplinary Action." B4.02.03 Disciplinary Action by the Council shall be conveyed in person to the member so disciplined, or by registered mail if the person fails to appear at the scheduled hearing. Disciplinary Action shall be effective fifteen (15) days after the member has received either personal or written notice of: (a) and (b) the reasons for the Disciplinary Action, and an opportunity for the member to be heard by the Council, orally or in writing, not less than five days before the effective date of the Disciplinary Action. the Disciplinary Action,

B4.02.02

B4.02.04

Congregational version

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B4.02.05

The Pastors and/or Council may, in their sole discretion, report to the congregation those who have been subject to Disciplinary Action and the reasons for that Discipline. If Disciplinary Procedures are required in order to call a member to alignment with Scripture, it is recognized that the commitment of the Partnership Covenant is significant and needs to remain intact, especially insofar as both parties agree not to sever membership once Disciplinary Proceedings have commenced. When Disciplinary Procedures are concluded, an individual may choose to resign their membership if an agreeable solution is not found and they no longer wish to remain in covenant. Disciplinary Proceedings commence when the Church makes a request to the member to appear for a hearing before the Council for possible Disciplinary Action.

B4.02.06

B5.00
B5.01

The Pastors
Call Procedures B5.01.01 The call committee shall, after review by the Council, bring a nomination for pastor before the voting members at a legally called meeting. The voting members shall vote to accept or reject the nomination. If the nominee is rejected, the call committee shall, at an appropriate time, bring forth the name of another pastor for consideration. The procedure shall continue until a nominee is accepted. When calling a Senior Pastor the Council shall establish a call committee, the membership of which shall include the President, Vice President, Secretary and at least five other voting members in good standing of the congregation. The call committee shall meet as may be required to interview candidates. For the purpose of calling an Associate Pastor, the Call Committee should include the Senior Pastor, at least one member of the Executive Committee of the Council and at least one other member of the Council and at least five voting members in good standing of the congregation. The call committee shall meet as may be required to interview candidates. B5.01.02 When the voting members have voted to call a pastor, the Church shall issue a Letter of Call to the pastor-elect, which shall be signed by the President and the Secretary of the congregation. A call to a member of the clergy to be an Associate Pastor shall be issued only with the concurrence of the Senior Pastor of the

B5.01.03

Congregational version

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congregation, and in accordance with the other provisions of this section. B5.01.04 B5.01.05 B5.01.06 A call to a Senior Pastor shall normally be for an indefinite time but a call issued to an Associate Pastor may be for a definite time. If a call is accepted, the pastor shall be duly installed. If a pastor receives a call to another ministry, that pastor shall consult with the Council before reaching a decision. The Senior Pastor, if in receipt of a call to another ministry, may wish to consult with the congregation as well as the Council. In either case, the pastor shall notify the Council of a decision within three (3) weeks. When another call has been accepted, the pastor's ministry in this congregation shall be concluded as soon as feasible, normally within one (1) month.

B5.01.07

B6.00 B6.01

CLERGY-PENITENT PRIVILEGE North Heights Requirements regarding the Sanctity of Hearing a Confession B6.01.01 North Heights clergy shall be defined herein to include for the purposes of hearing confessions all pastors, ministers and chaplains (both lay and ordained) - who are authorized and expected to hear confessions and undertake with the confessor, when possible, a process of absolution. It is the God-given duty of these clergy to hear confessions and maintain the sanctity of the Clergy-Penitent Privilege, holding in confidence all that is heard, except as limited in B6.02 below. This is in accord with Minnesota Statutes, 595.02 subd 1(c). A member of the clergy of North Heights (as defined above) shall not, without the consent of the party making the confession, be allowed to disclose a confession made to the member of the clergy in a professional character or in the course of discipline enjoined by the rules or practice of North Heights; nor shall a member of the clergy be examined as to any communication made to the member of the clergy by any person seeking religious or spiritual advice, aid, or comfort or advice given thereon in the course of the member of the clergy's professional services or communication, without the consent of the person. Affirmation of this NHLC Partnership Covenant constitutes a members consent to disclosure under this section.

B6.01.02

B6.01.03

B6.02

Mandatory Reporting Duties, Exclusions and the Limits of Exclusion

Congregational version

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B6.02.01

The general objective of the clergy-penitent privilege is protecting the sanctity of the confession made before a confessor, and protecting the penitent from an intrusion of any other party into the confessional. However, in cases where a minor or dependent adult is being or is put at risk of or has been neglected or physically or sexually abused within the three years prior to the confession, the clergy shall not be obligated to provide such protection for the confessor and shall submit to Mandatory Reporter guidelines set forth in Minnesota Statutes, section 626.556, subd. 3(a). When clergy, including those serving beyond the bounds of hearing confessions, "knows or has reason to believe" a child is being neglected or physically or sexually abused, such clergy must immediately report such incident to the appropriate authorities as prescribed by law. Minnesota Statutes provides immunity from civil or criminal liability for any mandatory or voluntary report made in good faith. When a ministry volunteer knows or has reason to believe a child is being neglected or physically or sexually abused, the volunteer shall report to Ministry Staff (Church employees with oversight responsibilities) who in turn will report directly to public authorities any such suspected abuse situations prior to reporting the situation for review by North Heights mandated reporters. A ministry volunteer may also voluntarily report such abuse to the appropriate authorities as prescribed by law. Minnesota Statutes provides immunity from civil or criminal liability for any mandatory or voluntary report made in good faith. If the possible abuse situation is suspicious (not legally reportable) and outside the bounds of the confessional, then a pastoral care pastor will, in consultation with the pastoral care department, determine any appropriate follow-up. As documentation for any subsequent development, the pastoral care pastor will maintain an adequate record of the situation including the reasons for nonreporting. If an allegation of abuse by a person outside the family is reported to authorities, the pastoral care department will establish contact and provide spiritual care. Separate clergy will relate to the alleged victim and to the accused. The clergy in such instances are protected by B6.01.01 above. Roles of the Council

B6.02.02

B6.02.03

B6.02.04

B6.02.05

B7.00
B7.01

COUNCIL OF ELDERS, OFFICERS AND BOARDS

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B7.01.01 B7.01.02 B7.01.03 B7.01.04 B7.01.05 B7.01.06 B7.01.07 B7.01.08 B7.01.09

Collaborate with the Senior Pastor to ascertain and affirm Gods vision for NHLC. Cooperate with the Senior Pastor to develop, disseminate and implement the long-range plans of the Church. Provide spiritual discernment and prayer covering for the pastor, staff, and congregation. Be accountable, at-large representatives of the congregation and staff. Serve as mediators when necessary. Serve as a consulting and accountability group for the Senior Pastor and each other. Determine that new ministries and major initiatives of existing ministries align with the NHLC Long Range Plan. Ensure compliance of all church operations with the NHLC Constitution. Respond to legal, territorial, and spiritual attacks upon the church. The Council may declare a Council member's office vacant if a member is absent from three consecutive regular meetings without excuse from the President. The Council shall appoint persons to fill mid-term vacancies on the Council. The appointed member will serve the completion of the appointed term. The completion of an appointed term shall be considered as the completion of one term as if elected. The appointed member may choose to stand for re-election if the vacated members term would have been open for re-election.

B7.01.09a

B7.02 B7.02.01 B7.02.02

Meetings of the Council The Council shall conduct regular meetings at such time, date and place as the Council may determine. Special meetings of the Council may be called by the President, any two members of the Council, or the Senior Pastor. Notice of such meetings shall be mailed or emailed to Council members five (5) days or more in advance of the meeting. The President or his designee shall set the agenda for Council meetings. Five Council members shall constitute a quorum for any regular or special meeting. No church business shall be conducted with fewer than five (5) Council members present.

B7.02.03 B7.02.04

Congregational version

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B7.03 B7.03.01

Duties and Responsibilities of the Council The Council may establish such standing and special purpose boards, committees and task groups as it deems appropriate in order to efficiently and effectively carry out the mission, ministries and programs of the congregation. The Council or its designee shall define the responsibilities and authorities, appoint the members, and provide for the supervision of such boards, committees and task groups as may be established and appoint the chairperson and other officers for each as may be deemed advisable, or provide authorization for each to select its own leadership. There shall exist a permanent subcommittee of the Council - the Executive Committee having the authority of the Church Council to investigate and take all appropriate action with respect to matters having the potential to create an unforeseen financial liability for the church. The members of this Committee shall be the then-acting Church President, Vice President, Treasurer, and Secretary. The Council shall function as an intercessory body on behalf of the congregation and make decisions born of prayer, striving for unity in the Spirit. A decision shall pass the Council for action when it receives a minimum of seventy percent (70%) (see table below) of the votes of those elders in attendance at a legally called meeting. Attendance Table Number present 9 8 7 6 5 B7.03.05 B7.03.06 Number to pass 7 6 5 5 4

B7.03.02

B7.03.03

B7.03.04

The Council shall exercise discipline of its members in accordance with the provisions of the Constitution and Bylaws. The Council at its discretion may meet with persons, pastors, standing boards and committees for the purpose of Council review.

Congregational version

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B7.03.07 B7.03.08

The Council or its designee shall secure necessary staff other than the pastors, and fix and review their salaries annually. Monthly financial reports shall be reviewed by the Council to ascertain that the expenditures are consistent with the budget approved by the congregation. The Council shall review annually the salaries of the pastors and recommend adjustments from time to time within the budget presented for approval to the congregation. The Council is responsible for ensuring that an independent financial audit is conducted annually by an independent public accounting firm. A summary of the findings of the audit shall be reported to the congregation at the annual meeting. The Council shall provide for adequate bonding of those Council and staff members who have access to the funds of the congregation. The Council or its designee shall be responsible for keeping the buildings and premises of the congregation in good and proper condition. The Council shall have authority to choose delegates to any group or meeting in which the congregation is entitled to representation. Purchase, Sale, or Lease of Real and Personal Property (a) the President of the Church, or any authorized officer if the President is unavailable, may: i. sign any contract to purchase, sell, lease, transfer, or convey Transferable real property, ii. sign any listing Contract related to the sale of real property, iii. sign any required deed of conveyance on behalf of the NHLC, iv. sign any easements, easement agreement and any required easement deed of conveyance as required in order to: 1. satisfy contractual or regulatory obligations of the Church, or 2. avoid possible litigation relating to claimed contractual or regulatory obligations.
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B7.03.09

B7.03.10

B7.03.11

B7.03.12

B7.03.13 B7.03.14

Congregational version

Amended Draft: March 3, 2014

After completion of the transaction, the authorized officers shall report the details of the transaction to the Council.

B8.00

MEETINGS OF THE CONGREGATION


B8.02.01 The time, date and place of all congregational meetings shall be set and the meetings conducted by the officers of the Council of Elders. Notices of meetings of the congregation shall include the time, date, and place of the meeting and, for special meetings, the agenda for the meeting. Notices of special meetings shall be signed by the President and the Secretary of the congregation. An election notice signed by the President and Secretary stating time, date, and place of the election shall be posted at the locations where the congregation regularly worships fifteen (15) days or more in advance of meetings at which balloting for members to the Council will occur. The posting shall indicate which positions are to be filled by election and the names of persons whose terms will expire. Notice of meetings shall be publicized in periodic publications and at worship services of the congregation during the fifteen (15) day period immediately preceding the meeting date and by written notice to the voting members determined as of a date 60 days prior to the date of the meeting and sent fifteen (15) days or more in advance of the meeting date. Notice shall also be given at worship services four (4) successive Sundays prior to meetings called to gain voting members authorization to sell, convey, encumber, or otherwise dispose of any real property that requires voting member authorization. A current alphabetical roster of voting members shall be available at all legally called meetings of the congregation. The roster shall include the address of each voting member. Ballots will be distributed to members of record only. Proxy votes are not permitted. A secret ballot shall be required when voting to: (a) call a pastor; or (b) elect members to the Council; (c) sever, join, or alter congregational affiliation with a denomination or other entity;

B8.02.02

B8.02.03

B8.02.04

B8.02.05

B8.02.06

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or (d) when otherwise required by the rules of parliamentary procedure authorized for meetings of the congregation by the Bylaws. B8.02.07 Meetings of the congregation may recess to reconvene at a specified time, date and place, or may recess to reconvene upon call provided that notice is then given as required for meetings of the congregation. All regular and special meetings of the congregation shall open with Scripture reading and prayer, and shall close with prayer. A suggested agenda for these meetings shall be prepared by the President for adoption by the congregation at the meeting. At the regular meetings of the congregation reports from the Council, Senior Pastor, staff and other boards and committees shall be made as appropriate. Such reports shall be submitted in writing to the President or a designee at least fifteen (15) days before the meeting or as may be required to be included with meeting notices. A proposed budget shall be presented for adoption at the annual meeting by the Council based on NHLCs fiscal year. Except as may be otherwise directed in the Constitution or these Bylaws, rules of parliamentary procedure for meetings of the congregation shall be Robert's Rules of Order, Newly Revised. There will be a regular meeting of the congregation designated as the annual meeting. The annual meeting of the congregation shall be held between May 1 and May 31. At the annual meeting, voting members shall elect a nominating committee of six (6) members. (a) The term of office of the members of the nominating committee shall be two years (2) with one-half of the terms expiring annually. The Senior Pastor shall serve as convener and as an advisory member without vote. After such consultation within the membership as it deems appropriate (including, but not limited to, the deacons and elders), and with prayerful consideration, the nominating committee shall nominate one or more candidates for each Council vacancy due to term expiration and shall secure the
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B8.02.08 B8.02.09 B8.02.10

B8.02.11 B8.02.12

B8.03.01 B8.03.02 B8.03.03

(b) (c)

Congregational version

consent of each candidate. They shall also nominate candidates to serve on the succeeding nominating committee, securing the consent of each candidate. The Notice of the Meeting shall include the complete list of nominees to be voted on at the meeting. A nomination for either the Council of Elders or the Nominating Committee is a prayerful process, and appeal to the Holy Spirit is required. Because of the reliance on prayer, members wanting to nominate a person for either of these positions should contact a member of the nominating committee. Nominations shall not be allowed from the floor. B8.03.04 B8.03.05 The Council shall appoint persons to fill mid-term vacancies on the nominating committee. Election of Council members shall occur at the annual meeting of the congregation. The records of the congregation shall be and remain the property of the congregation. The Secretary or their designee shall be responsible for maintenance of the records, except as otherwise provided. The records shall consist of: (a) (b) (c) the rosters of baptized and confirmed and voting and nonvoting members; the ministerial acts performed by the pastors;

B9.00

CONGREGATIONAL RECORDS
B9.01.01 B9.01.02 B9.01.03

B9.01.04

the minutes of the meetings of the congregation and the Council for which the Secretary of the congregation shall be responsible. Upon the termination of a Secretarys service to the congregation, the records shall be brought up to date prior to departure.

Congregational version

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Amended Draft: March 3, 2014

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