Amended and Re-Stated
By-Laws of Brown County Presbyterian Fellowship
Nashville, Indiana
Article I
Name and Organization
Section 1. Name. The name of this congregation shall be Brown County Presbyterian Fellowship (hereinafter, “BCPF”). BCPF shall be a member congregation of the Presbytery of Ohio Valley in the Synod of Lincoln Trails of the Presbyterian Church (USA).
Section 2. Charter and Incorporation. BCPF was chartered on __________ and incorporated on __________ in the State of Indiana. Consistent with Indiana Code, Title 23, BCPF shall be maintained as a corporation within this State.
Section 3. Not-For-Profit Purpose. BCPF is a not-for-profit corporation, established under Section 501(c)(3) of the Internal Revenue Code. As such, BCPF exists exclusively for charitable, religious, and educational purposes. BCPF shall not engage in any activities deemed impermissible for an organization exempt from income taxes as described in applicable federal tax codes.
Section 4. Address. The resident agent for service of process shall be the President of BCPF, whose address shall be 602 State Road 135 North, Nashville, Indiana 47448.
Section 5. Fiscal Year. The fiscal year of BCPF shall commence on the first day of January, and end on the last day of December of the same year.
Article II
Governance of the Church
Section 1. Constitution. BCPF shall be governed according to the Constitution of the Presbyterian Church (USA) (hereinafter “Constitution”) as currently stated and as may be amended from time to time. The BCPF Session shall assist all members in understanding and abiding by the Constitution, especially the Book of Confessions, Foundations of Presbyterian Polity, the Form of Government, and the Directory for Worship.
Section 2. By-Laws. Insofar as they are consistent with the Constitution, these By-Laws shall govern BCPF as a particular congregation of the Presbyterian Church (USA).
Section 3. Amendments to the By-Laws. Any proposed amendment or repeal of these By-Laws shall be submitted in writing to the Clerk of the BCPF Session (hereinafter, “Clerk”) at
least thirty (30) days in advance of a congregational meeting, called according to Article V below. The Clerk of Session shall ensure that the proposed change(s) are distributed to members
prior to the congregational meeting. No proposed change shall be considered ratified until it has been approved by a two-thirds majority vote of all BCPF active members, age eighteen (18) and above, who are present and voting at the congregational meeting.
Section 4. Parliamentary Procedure. All meetings at BCPF shall be conducted according to the rules of parliamentary procedures detailed in the current edition of Roberts Rules of Order.
Article III
Purpose
Section 1. Purpose. BCPF has been called into being by God and organized to:
A. Glorify God through its worship by rightly preaching the Word of God and administering the Sacraments of the Lord’s Supper and Baptism; confessing our sins and seeking God’s forgiveness and renewal; and praying for the church and world.
B. Build a loving community of faith by offering care to one another in times of joy and sorrow; extending patience and understanding to one another in disagreement; and promoting, peace, unity, and reconciliation.
C. Nurture people into true disciples of Jesus Christ by diligently studying the Scriptures and issues of Christian faith and life together; remaining open to the leading of the Holy Spirit; speaking truth to one another in love; and humbly receiving correction from one another.
D. Serve the needs of our community, nation, and world by alleviating the suffering of the impoverished, the hungry, and the vulnerable; modeling civic virtue and civility, and promoting peace.
Article IV
Membership
Section 1. Openness. BCPF shall welcome all persons who trust in God’s grace in Jesus Christ and desire to share in its ministry. Baptism shall be considered the visible sign of membership (G-1.0301 and G-1.0302).
Section 2. Entry into Membership. Persons shall be eligible for entry into membership at BCPF by public profession of their faith and baptism; certificate of transfer from active membership in another congregation; or reaffirmation of faith for those previously baptized upon public profession of their faith (G-1.0303).
Section 3. Categories of Membership. BCPF shall recognize the following three (3) four (4) categories of membership: baptized, active, and affiliate, and participant (G-1.04). All categories of members may participate fully in the ministry at BCPF. Only baptized, active members (as defined in G-1.0401 and G-1.0402) may be elected to the offices described in Articles VI and VII below.
Section 4. Responsibilities of Membership. Members of BCPF shall exercise their time, talents, and resources to advance the purpose of the congregation as defined in Article III above. The Session at BCPF shall encourage all members to review the integrity of their membership in the Church regularly and consider ways to strengthen their participation in the Church’s ministry.
Section 5. Participants. BCPF shall recognize those who are active in the life of the congregation, but not members as defined in Section 3 above, as participants. Such persons shall be entitled to participate fully in worship, receive instruction and pastoral care, celebrate the Lord’s Supper, present their children for baptism, and cooperate in the mission work of the congregation (G-1.0404). However, participants shall not be eligible for appointment or election to leadership positions in the church.
Article V
Meetings of the Congregation
Section 1. Annual Meeting. An annual meeting of all members of BCPF shall be held following worship on the third Sunday of January each year. At least the following business shall be conducted at this annual meeting: reviewing financial statements for the previous fiscal year; presenting the budget for the coming fiscal year for informational purposes; and electing officers (G-1.0501). Ordinarily, the pastor of BCPF should moderate the annual meeting; in unusual cases where this is impossible or impractical, another person authorized by the Presbytery of Ohio Valley shall moderate the annual meeting (G-1.0504). As permitted by the laws of the State of Indiana, both ecclesiastical and corporate business shall be conducted at the annual meeting of the congregation (G-1.0503).
Section 2. Special Meetings. Special meetings of the congregation may be called by the pastor or Session, or by a written petition signed by at least 5% of the active members of BCPF.
Section 3. Notice of Meetings. Notice of all meetings of the congregation shall be given at least two weeks in advance of the scheduled meeting date. The Clerk of Session shall make reasonable attempts to communicate notice of meetings in writing, by e-mail communication, and by posting information on the BCPF website.
Section 4. Quorum. A quorum for a meeting of the BCPF congregation shall consist of 25% of baptized, active members, age eighteen (18) and above, who are present at the congregational meeting.
Section 5. Voting. Business to be voted on shall be decided by a simple majority vote of baptized, active members, age eighteen (18) and above, who are present at the congregational meeting.
Article VI
The Session
Section 1. General Responsibility. The Session shall act as the council of BCPF. It shall be the responsibility of the Session to ensure that BCPF fulfills its purpose as stated in Article III above, and to exercise authority in governing the congregation (G-3.0201).
Section 2. Composition and Quorum. The Session shall be composed of the pastor, the associate pastor(s), and at least six (6) and no more than nine (9) elected ruling elders in active service. A quorum of Session shall consist of three (3) members of Session, including the pastor.
Section 3. Election and Terms of Office. By virtue of their offices, the pastor and associate pastor(s) shall be considered elected to Session for the duration of their service at BCPF. Ruling elders shall be elected by the congregation in three (3) classes, with each class serving a term of three (3) years each. Ruling elders shall be active members of BCPF. Upon election, ruling elders shall immediately enter upon the performance of their responsibilities and shall continue until the conclusion of their terms, resignation, or removal from office. A ruling elder may serve no more than two (2) consecutive terms, and after doing so shall be ineligible for election to active service on Session for at least one (1) calendar year (G-2.0404).
Section 4. Meetings and Moderator. The Session of BCPF shall meet at least quarterly, and the pastor shall serve as moderator of all meetings. In unusual cases where this is impossible or impractical, another person authorized by the Presbytery of Ohio Valley shall moderate meetings of the Session. The Session of BCPF shall not meet in the absence of the pastor or another approved moderator (G-3.0203).
Section 5. Vote. The pastor, associate pastor(s), and all ruling elders in active service shall be entitled to voice and vote in all matters brought to the Session. Business to be voted on shall be decided by a simple majority vote. Concerning especially sensitive or important matters, the Session strives to operate by consensus, following prayerful discernment and honest discussion.
Section 6. Minutes and Records. The Session shall elect a Clerk from among the ruling elders of the congregation who shall record minutes of Session meetings, maintain the congregation’s registers and rolls, preserve its records, and produces reports required by higher councils of the Church (G-3.0104). The Clerk shall make the minutes of Session meeting available to any member or participant of BCPF upon request and shall furnish the congregation with a summary of those minutes following each Session meeting.
Section 7. Finances. The Session shall prepare and adopt an annual budget for BCPF to guide the use of the congregation’s financial resources. The Session shall elect a Treasurer from among the ruling elders (whether or not in active service), who shall:
A. Manage the budget according to commonly accepted accounting practices;
B. Count and record all financial offerings with at least one (1) other person. At least one (1) of these persons shall be fidelity bonded;
C. Prepare financial reports to the members of Session and the congregation at their regularly scheduled meetings; and,
D. Disburse the financial resources of the congregation as directed by the Session.
The Treasurer shall be accountable to the Session in every aspect of his or her work (G-3.0205). The Session shall make provision for periodic audits of the congregation’s finances by a qualified external reviewer at least every five (5) years.
Section 8. Dissolution of Relationship and Vacancies. Ruling elders may voluntarily resign or be removed from service under certain provisions (G-2.0405 through G-2.0406). Whenever vacancies on the Session occur, they shall be filled without unnecessary delay by election at a congregational meeting as described in Article V above. A pastor and associate pastors may resign from BCPF or be removed from office by action of the Presbytery of Ohio Valley under certain circumstances (G-2.0901 through G-2.0905).
Section 9. Committees. The BCPF Session shall have the authority to recruit and appoint members of committees deemed necessary from time to time to carry out the ministries of the congregation. Any category of member of BCPF shall be eligible for service on any committee; however, every committee shall include at least three (3) members, one (1) of whom shall be a ruling elder, deacon, or trustee as described in Article VII. All committees are accountable to and shall make periodic reports of their work to the Session.
Article VII
Officers of the Congregation
Section 1. Corporate Officers. BCPF as a corporation shall elect the following officers: a President, Secretary, Treasurer, and General Counsel. These officers shall be active members of the congregation and shall be elected to three (3) year terms at the annual congregational meeting. It shall be the responsibility of these officers to maintain the status of BCPF as a corporation recognized under the provisions of Title 23 of the Indiana Code. In addition, the General Counsel shall act as advisor to the congregation and its officers in legal matters.
Section 2. Pastor and Associate Pastors. The pastor and associate pastor(s) shall be called by the congregation of BCPF, under the direction of the Session, and with the guidance and approval of the Presbytery of Ohio Valley (G-2.0801 through G-2.0805). Once called, the pastor and associate pastor(s) shall perform their assigned duties as enumerated in a written contract approved by the Presbytery of Ohio Valley. It shall be the responsibility of the pastor and associate pastor(s) to lead BCPF in its life of worship, fellowship, discipleship, and service, as described in Article III.
Section 3. Ruling Elders. Together with the pastor and associate pastor(s), ruling elders comprise the Session, as described in Article VI.
Section 4. Deacons. The congregation shall elect no fewer than three (3) and no more than six (6) deacons. Deacons shall be elected by the congregation in three (3) classes, with each class serving a term of three (3) years each. Upon election, deacons shall immediately enter upon the performance of their responsibilities and shall continue until the conclusion of their terms, resignation, or removal from office. A deacon may serve no more than two (2) consecutive terms, and after doing so shall be ineligible for election to active service on Session for at least one (1) calendar year. Deacons shall lead BCPF in its ministries of compassion, service, justice, and peace-making, especially in the local community. In all their work, deacons are accountable to the Session (G-2.0201 through G-2.0202).
Section 7. Trustees. The congregation shall elect no fewer than three (3) and no more than six (6) trustees, two of whom shall be the President of the corporation and General Counsel. Trustees shall be active members of BCPF. Trustees shall have the authority and responsibility to receive, hold, encumber, manage, and transfer property held in the name of BCPF. In all of their work, trustees are accountable to the Session, recognizing that BCPF holds all property in trust for the use and benefit of the Presbyterian Church (USA) (G-4.0201 through G-4.0208).
Section 8. Nominating Committee. A Nominating Committee shall meet annually to identify, recruit, and name potential officers for BCPF. The Committee shall be comprised of five (5) persons from among any category of member. Two (2) members shall be appointed by Session from among its members and three (3) shall be elected by the congregation at its annual meeting. They shall serve a term of one (1) year, and may be eligible for reappointment or re-election. Upon appointment or election, they shall immediately enter upon the performance of their responsibilities and shall continue until the conclusion of their term.
Section 9. Compensation. Except for the pastor and associate pastor(s), officers of BCPF do shall not receive compensation for their service to the congregation. Provisions for the compensation of the pastor and associate pastor(s) are shall be included in their written contracts.
Article IX
Adoption
Section 1. Initial Adoption and Amendments. The By-Laws of BCPF were adopted initially on __________, and amended and approved by a two-third majority vote of the congregation on May 7, 2006, November 26, 2006, and January 16, 2011.
Section 2. Adoption of Amended and Re-Stated By-Laws. The By-Laws of BCPF were amended, approved, and re-stated by a two-thirds majority vote of the congregation on January 16, 2019. In witness thereto, the officers of BCPF have affixed their signatures below.
Steve Junken, President of the Corporation
Kathy Sparks, Secretary of the Corporation
Jane Gore, Treasurer of the Corporation
Cindy Rose Wolpert, General Counsel
Scott D. Seay, Pastor
Tim Sparks, Ruling Elder
Olivia Toler, Ruling Elder
Bill Boyle, Ruling Elder
Bob Young, Ruling Elder
Mary Kilgore, Ruling Elder
Dated this 30 Day of March, 2019