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Constitution & By-Laws

 

Shepherd of the Valley Lutheran Church of Santa Ynez

Santa Ynez, California 93460

CONSTITUTION

July 23, 2017

 

PREAMBLE

 

Whereas the Word of God demands that a Christian Congregation both conforms to the Word of God in doctrine and practice (Ps. 119:106; Gal. 1:6-8; II Tim. 4:1-5) and, ensures the Word of God is conducted in decent order (I Cor. 14:40); we as Lutherans within the Santa Ynez Valley area of California, in establishing such a Christian Congregation, adopt this document as its Constitution; in accordance with which all congregational affairs, spiritual life, and material transactions shall be conducted.

ARTICLE I – Name

The name of this congregation shall be Shepherd of the Valley Lutheran Church (SOTV), of Santa Ynez.
 

ARTICLE II –Object and Purpose

The object and purpose of this congregation shall be: To awaken unbelievers to faith in Jesus Christ, and, to grow believers into fully committed servants of Christ.

 

ARTICLE III – Confessional Statement

This congregation acknowledges and accepts: all the Canonical books of the Old and New Testament as the written Word of God and the only rule and norm of faith and practice; and it accepts: the three Ecumenical Creeds (the Apostles, the Nicene, and the Athanasian); the Unaltered Augsburg Confession and the Apology of the Augsburg Confession; the Smalcald Articles; Luther’s Large and Small Catechisms; and the Formula of Concord. All preaching and teaching must be in accord with the above, and all doctrinal controversies which may occur shall be decided in accordance with the same.

 

ARTICLE IV – Synodical Membership

This congregation and its called pastor(s) and called workers shall be members of The Lutheran Church-Missouri Synod (LCMS) as long as said synod shall remain true to the confessional statement as set forth in Article III of this constitution.

 

ARTICLE V – Membership

The membership of this congregation includes baptized, confirmed and voting members. The admission of new members and termination of membership shall be set forth in policies established by the Mission and Ministry Board in accordance with the spirit of this constitution, and as approved by both the Executive Leadership Board and the Senior Pastor.  The types and duties of membership are as follows:

 

  1. Baptized Members - Baptized Members are all persons within the congregation who have been baptized in the name of the Triune God, whether children or adults, and who come under the pastoral care of this congregation.  It is expected of that all Baptized Members shall:

 

  1. Attend worship services faithfully and regularly (when physically possible);
  2. Lead a Christian life as taught in Galatians 5:19-26;
  3. Participate in the ministry of the church through regular prayer, and the giving of time, abilities and donations out of love for God and others;
  4. Enjoy the fellowship of believers by setting aside time for family and the church family;
  5. In due time, take a course of instruction in preparation for confirmed membership in this congregation;
  6. Are not members of any organization conflicting with the Word of God;
  7. Out of Christian love, submit to brotherly admonition, according to Matthew 18, when having erred or offended;

 

  1. Confirmed Members - Confirmed Members are all baptized persons within the congregation who have received a course of instruction in Christian doctrine which meets with the approval of the Mission & Ministry Board.  In addition to the duties of Baptized Members, it is expected of that all Confirmed Members shall:

 

  1. Accept all Canonical Books of the Old and New Testament as the only divine rule and standard of faith and life, and have declared acceptance of the Church, as set forth in Luther’s Catechism;
  2. Partake of the Lord’s Supper often (at least one time per calendar year, if physically possible);
  3. Participate in Christian training for their entire household by making use of the educational opportunities of the congregation.
  4. Support willingly and cheerfully the policies of the congregation provided such policies do not conflict with the Word of God.

 

  1. Voting Members - Voting Members are all confirmed members of the congregation who: a) have attended worship at SOTV over the last twelve (12) months, and b) have chosen to attend the Voters Assembly.  However, according to California State Law, only those 18 years and older may vote on corporate matters.  In addition to the duties of Baptized and Confirmed Members, it is expected of that all Voting Members shall:

 

    1. Support the governing rules of this constitution;
    2. Regularly attend the Voters Assembly to share the benefit of each voter’s God given talents.

 

ARTICLE VI – Powers of the Congregation

  1. The Congregation, represented by the Voters Assembly, shall have the supreme power to administer and manage all of the congregation’s external and internal affairs. The congregation, however, shall not be empowered to decide anything contrary to the Word of God and the confessions listed in Article III, and any such contrary decision shall be null and void. Matters of doctrine and conscience shall be decided in accordance with the Word of God. Other matters shall be decided by a majority vote cast at a Voters Assembly, unless otherwise specified by this constitution or bylaws.

 

  1. The right of calling pastors and other called workers shall be vested to the Voters Assembly, and shall not be delegated to a smaller body or an individual. The Executive Leadership Board is authorized to hire all non-called staff, as approved either in the annual budget, or by the Voters Assembly.

 

  1. The Voters Assembly shall elect an Executive Leadership Board, which shall be comprised of five (5) elected members, plus the Senior Pastor, for a total of six (6) voting members.  The elected members shall consist of the: President, Vice-President, Treasurer, Secretary, and Member-At-Large.

 

  1. The Voters Assembly shall elect five (5) members of the Mission and Ministry Board.  In addition, the five (5) members of the Executive Leadership Board and the Senior Pastor shall be voting members of the Mission & Ministry Board.  Combined through this Article and Voter Assembly election, the Mission & Ministry Board will total eleven (11) voting members.

 

  1. The Voters Assembly shall elect the members of all Standing Committees.  In addition, the Voters Assembly may elect any temporary Committees, such as a Pastoral Call Committee, on an as needed basis.  Any temporary Committees shall be limited to a specific task, and said Committees shall be disbanded at the completion of the assigned task.  The nomination and election of all committee and board members shall be as specified in the By-laws.

 

  1. The Voters Assembly shall direct the Executive Leadership Board as to the following actions/items:

 

    1. Annual Financial Operating Plan;
    2. Acquisition or disposal of any single asset or liability that exceeds 1% of the annual operating budget;
    3. Calling or removal of called staff;
    4. Dissolution of the congregation.

 

  1. The Voters Assembly may remove from office in a Christian and lawful manner any Pastor, other called worker, committee member or board member, who fails to perform the duties of a Voting Member as stated in Article V, is unable to continue, or is willfully neglectful in the performance of his official duties.  Such action shall be implemented through the Vice-President of the Congregation.  Advice and counsel of the District President of the Lutheran Church – Missouri Synod to which the congregation is assigned should be sought when dealing with a called, ordained, or commissioned minister.

 

 

ARTICLE VII – Board Powers

  1. Executive Leadership Board – The Executive Leadership Board shall be comprised of the congregational officers, one at large member, and the Senior Pastor. The Executive Leadership Board will obtain its power and authority for action at the express designation of the Voters Assembly.  Said designation shall cover the following day to day congregational functions: administrative, financial, legal, human resources, and facility management, unless specifically altered by two-thirds (2/3) vote at a Voters Assembly.  The Voters Assembly shall retain the ultimate financial responsibility for SOTV affairs, and for adoption of a yearly Annual Operating Plan.  The Annual Operating Plan implementation and oversight is delegated to the Executive Leadership Board.  Any financial direction of the Executive Leadership Board which deviates more than 1% from the approved Annual Operating Plan must be taken to the congregation for review, at a Voters Assembly to be held within thirty days (30) of said financial deviation.

 

Duties of the Executive Leadership Board:

 

  1. The Executive Leadership Board shall supervise the Senior Pastor, and ensure proper supervision of any/all non-called staff.
  2. The Executive Leadership Board shall conduct business within the limitations of the annual financial operating plan approved by the Voters Assembly.
  3. The Executive Leadership Board shall transact or supervise the transaction of all legal and general business of the congregation.
  4. The Executive Leadership Board shall annually report to the Voters Assembly on the organizational and financial condition of the congregation. It shall also recommend an annual financial operating plan at the annual Voters Assembly.
  5. The Executive Leadership Board shall prepare written policies and procedures.  Said policies and procedures shall be available to any/all voting members upon request. 
  6. The Executive Leadership Board may create and appoint formal and informal committees, as needed to support the duties of the Executive Leadership Board as listed either here within the Constitution, and/or as listed within the By-Laws.  Such committees may include, but are not limited to, a Financial Committee or Endowment Committee.
  7. On an as needed basis, the Executive Leadership Board shall generate a list of proposed Pastor Call Committee candidates for presentation and ratification at a duly called Voters Assembly.

 

  1. Mission and Ministry Board – The Mission and Ministry Board shall have the power to develop and implement ministry plans.  Any ministry plan(s) falling outside the annual financial operating plan must be approved by the Voters Assembly. The Mission and Ministry Board shall have no authority beyond that which has been conferred upon them by the Constitution, the By-laws, or by the Voters Assembly.  Authority delegated to the Mission and Ministry Board may from time to time be altered or revoked by the Voters Assembly.

 

The Mission and Ministry Board shall continually generate ministry plans which further the congregation’s:

  1. Worship (Hebrews 10:24-25),
  2. Bible Study (Ephesians 4:11-14), and prayer life (Matthew 7:7 and Luke 18:1),
  3. Fellowship and family life (Acts 1:18),
  4. Service (Ephesians 4:7, Mark 10:42-44, John 13:35, and Galatians 6:10),
  5. Financial support (2 Corinthians 8:1-7 and 9:6-8), and
  6. Facility creation and maintenance (1 Thessalonians 1:3).
  7. The Mission & Ministry Board shall develop and implement new strategies and programs to accomplish the mission as stated in Article II.
  8. The Mission & Ministry Board shall generate the policies governing admission of new members and termination of membership, in accordance with the spirit of this constitution as stated in Article V.
  9. The Mission & Ministry Board shall conduct ministry within the limitations of the annual financial operating plan approved by the Voters Assembly.

 

To support the ministries listed above, the Mission and Ministry Board may create and appoint formal and informal Committees.  As needed, the Mission and Ministry Board shall train those involved with ministry, and shall be responsible for both monitoring and managing the Committees created thereby, and communicating ministry opportunities and education to the congregation.

 

ARTICLE VIII – Standing Committees

Spiritual Care Committee – The Spiritual Care Committee shall oversee the faith and prayer lives for all congregational members and the Pastoral staff.  The Spiritual Care Committee shall achieve this goal by focusing its efforts on the spiritual, emotional, physical health, and personal welfare concerns of all congregational members and the Pastoral staff.  The Spiritual Care Committee shall consist of six (6) members at a minimum, as further specified in the By-Laws.  The nomination and election of Spiritual Care Committee members shall be as specified in the By-Laws.  In addition to the minimum of six members, the Senior Pastor shall also be a voting member of the Spiritual Care Committee.

 

ARTICLE IX – Congregational Estate

All property of this congregation shall be held in the corporate name as stated in Article I. If at any time a separation should take place in this congregation, the property of the congregation and all benefits pertaining thereto shall remain with those members who shall continue to adhere to Article III and Article IV of this constitution. In the event of the dissolution of this congregation, all the property of the congregation shall be disposed of by the final Voters Assembly for the payment of all debts, and any and all surplus, after due settlement of just claims against this congregation, shall be conveyed to and become the property of the Lutheran Church – Missouri Synod District, to which the congregation belongs.

The property of this congregation is irrevocably dedicated to religious and charitable purposes, and no part of net income or assets of this organization shall ever insure to the benefit of any director, officer or member thereof, or to benefit any private individual.

 

ARTICLE X – Office of Pastors and Called Church Workers

The pastoral office of this congregation, as well as that of any called church worker, shall be conferred upon only such pastors, teachers, or candidates as profess and adhere to the confessional standards set forth in Article III of this constitution and who are well qualified for their work.  All pastors and called workers shall, in the call extended to and accepted by them, be pledged to this confessional standard.

 

The Congregation shall seek advice from the District President of the Lutheran Church – Missouri Synod to which the congregation is assigned, when calling ordained or commissioned ministers.  The process of calling ordained and commissioned ministers shall be delineated in the congregation’s procedural manual.

 

ARTICLE XI – Bylaws

This congregation, through the Voters Assembly, may adopt any such By-laws as are needed to achieve the purpose of this organization.

 

ARTICLE XII – Amendments

  1. Any Voting Member may propose amendments to this constitution in writing at any Voters Assembly.  If the majority of the voting members present shall vote in favor of the proposal, a copy of such proposed amendment shall be mailed to all voting members no later than two (2) weeks preceding a second Voters Assembly, at which the proposed amendment will be considered for permanent adoption.  The proposed amendment shall be adopted only after two-thirds (2/3) of the votes cast at the second Voters Assembly are in favor of adoption.

 

  1. All approved amendments to this constitution must be submitted to the Lutheran Church – Missouri Synod District to which the congregation is assigned, for review and approval according to the constitution of Synod.

 

  1. The principles laid down in Articles III and IX of this Constitution are fundamental to the existence of this organization, therefore, it is our intent that they shall be unalterable.

 

 

Shepherd of the Valley Lutheran Church of Santa Ynez

Santa Ynez, California 93460

BY-LAWS

July 23, 2017

 

ARTICLE I – Voters Assembly

  1. The Voters Assembly shall meet at least once a year.  The day and hour of the annual meeting shall be set by the Executive Leadership Board, and publicized at least two weeks in advance.  Publication of said notification must be done in at least the Sunday Service Bulletin.  The notification shall contain an agenda of items to be considered, as well as the slate of nominees standing for election.  No agenda items may be added once notification of any meeting is publicized.

 

  1. The Voters Assembly may meet at other times of the year subject to a call by the Executive Leadership Board, the Mission and Ministry Board or at the request of any 15 voting members of the congregation.  Notice of any such special meeting shall be publicized as far in advance as possible, but no less than two weeks in advance.  Publication of said notification must be done in at least the Sunday Service Bulletin. The notice shall contain an agenda of items to be considered.  No agenda items may be added once notification of any meeting is publicized.  

 

  1. The President, Vice President, or a designated Executive Leadership Board member shall preside as Chair at all Voters Assembly meetings.  The President will preside, but if he is unable, then the Vice-President will preside.  If however, the Vice-President is unable to preside, then the Executive Leadership Board as a whole shall identify another Executive Leadership Board member to serve as the designated Voters Assembly Chair.

 

  1. All voting members present at a validly called meeting shall constitute a quorum.

 

ARTICLE II – Committee and Board Rules

  1.   Nominating Committee - The Vice-President of the Executive Leadership Board shall annually appoint and direct a Nominating Committee whose responsibility will be to develop a slate of committee and board members to be elected each year, as needed to fill the vacancies created by either vacancies or expired terms of standing committee and board members.  The Nominating Committee shall consist of at least three members: the Vice-President, a member of the Mission and Ministry Board, and the Senior Pastor.  The Vice-President shall present the Nominating Committee nominations to the Executive Leadership Board for inclusion within at the Voters Assembly Annual Meeting Agenda.  Said nominations must be presented to the Executive Leadership Board at least three weeks prior to the Voters Assembly Annual Meeting.

 

All nominees shall be voting members.  All nominees shall be in attendance at the Voters Assembly for which they are standing for election.  If the nominee is unable to attend the Voter Assembly where his/her election is under consideration, the nominee shall submit a written statement: a) consenting to his/her nomination, and b) a willingness to serve the position for which the nomination is made.

 

  1. Election and Term of Office - The Voters Assembly shall elect the members of the Executive Leadership Board, the Mission and Board, and all standing committees.  The term of office for all elected positions shall be two years, unless the member is being elected to fulfill the remaining portion of an unexpired term.  Elected members shall serve no more than two successive, full two year, terms.   All elected positions shall be filled from the list of candidates presented by the Nominating Committee.  In addition to the Nominating Committee’s slate of candidates, any Voting Member may nominate another Voting Member for any open position.  Such nominations shall be called for in the annual Voters Assembly meeting prior to the time that nominations are closed.  All terms of office shall follow the calendar year, with terms beginning on January 1st of each year.  In the event of a membership vacancy to an unexpired term on the Executive Leadership Board, Mission and Ministry Board, or any standing committee, the Nominating Committee shall provide the President with a list of candidates.  Appointments to fill unexpired terms will be made from such a list, and must be selected and ratified by a majority vote of the Executive Leadership Board.  The appointed individual shall serve until the next election for that particular position.

 

  1. Meetings – Minutes of each meeting shall be kept in typed form. The minutes shall fully disclose all actions taken, and shall be ratified by each Committee/Board at their next regularly scheduled meeting.  Minutes of the meetings shall be available to voting members upon request.

 

  1. The Executive Leadership Board shall meet monthly.  Three (3) members of the Executive Leadership Board shall constitute a quorum, for any given meeting.
  2. The Mission and Ministry Board shall meet at least bi-monthly, but may be called more frequently at the request of either the President, or any three Mission and Ministry Board members.  Five (5) members of the Mission and Ministry Board shall constitute a quorum, for any given meeting.

 

ARTICLE III – Duties of the Executive Leadership Board Officers

  1. President – The duties of the President shall be as follows:

 

    1. Preside at all meetings of the Voters Assembly, the Executive Leadership Board, and the Mission and Ministry Board.
    2. Serve as an advisory member of all committees and boards.
    3. Appoint any necessary committees, and replacement members to all standing committees, with concurrence from a majority of the Executive Leadership Board.
    4. Sign all legal documents, with the Secretary, on behalf of the congregation.
    5. Uphold the constitution and bylaws of the congregation and perform general duties as are common for the office, including such additional duties as may be directed by the Voters Assembly.

 

  1. Vice President – The duties of the Vice President shall be as follows:

 

  1. Preform all the duties of the President in the event of the President’s inability to carry out his responsibilities.  Additional duties may be directed by the Voters Assembly or by the President from time to time.
  2. The Vice-President shall administer, with assistance from the Senior Pastor, all non-called employment offers and employment terminations made to individuals directing ministry functions or departments.
  3. Chair the Nominating Committee, as outlined within By-Law Article II, A.

 

  1. Secretary – The duties of the Secretary shall be as follows:

 

    1. The duties shall be those commonly required of that office, especially the keeping and preserving of accurate records of all Voters Assembly meetings, and handling such correspondence as the congregation may require.
    2. Sign all legal documents, with the President, on behalf of the congregation.
    3. Keep minutes of all Executive Leadership Board and Mission and Ministry Board meetings.

 

  1. Treasurer – The duties of the Treasurer shall be as follows:

 

    1. Keep and preserve the accurate records of all receipts and disbursements, and submit a written report of them at all regular meetings of the Voters Assembly.
    2. Pay all regular and fixed expenses as approved by the annual adoption of the Financial Operating Plan by the Voters Assembly.

 

ARTICLE IV – Spiritual Care Committee

Spiritual Care Committee – The duties of the Spiritual Care Committee are as follows:

 

  1. The Spiritual Care Committee will be actively involved with the spiritual growth, fears, concerns, and needs of the SOTV congregation.  Through regular personal contact, the Spiritual Care Committee will remain close to every member’s journey in faith, so that needs such as: personal prayer, advice on ways to expand worship growth and response, home Communion, continued worship contact for shut-ins, transportation requirements for attendance at Sunday worship, Bible studies, and/or various educational functions (such as Confirmation) are not only understood but addressed.  If there is something holding up a member’s journey in faith, the Spiritual Care Committee will be the primary resource for solving problems and providing solutions.

 

  1. The Spiritual Care Committee shall  support the Pastoral staff, including Deacons when appropriate, as follows:

 

  1. Serve as special assistants to the Pastor(s), supporting them with prayer, helping them with special ministry issues/problems, and concerning itself with the spiritual, emotional, and physical health and welfare of the Pastor(s).
  2. Assist the Pastor(s) in cultivating a spirit of harmony among the congregation’s members.
  3. Work with the Pastor to: follow up with and attempt to make contact with all guests and visitors to SOTV, make appropriate recommendations for reception of new members, support the assimilation of new members into the congregation, and prayerfully support the peaceful release and transfer of members and/or Pastor(s).

 

  1. The Spiritual Care Committee shall be responsible for establishing and operating congregational Prayer Chains, via phone, email, or any other appropriate personal contact.  The growth of prayer within the daily lives of each member is to be encouraged in this manner.

 

  1. The Spiritual Care Committee will function under the direction of the Executive Leadership Board.  The Executive Leadership Board shall designate one of their members to serve as Chairman of the Spiritual Care Committee.  The Spiritual Care Committee Chairman shall be one of the six elected members, as minimally required in the Constitution.

 

  1. The size of the Spiritual Care Committee will be adjusted yearly, on an as needed basis, when Spiritual Care Committee members are nominated and elected at the Annual Voters Assembly.  Per the Constitution, there shall never be less than six elected members, consisting of five at large members, plus the Executive Leadership Board representative.  As per the constitution, the Pastor shall serve as an additional voting member of the Spiritual Care Committee.

 

  1. Each member of the Spiritual Care Committee shall be assigned a maximum of ten family units.    Therefore, the number of members on the Spiritual Care Committee shall increase and decrease with the size of the congregation.  Family unit groupings will be identified as “flocks”.  Congregational members will be first given an opportunity to join whatever flock they desire, should there be room within the maximum size limitation.  Congregational members not expressing a preference shall be assigned an appropriate flock, upon a review by the Spiritual Care Committee as a whole. 

 

ARTICLE V – Shepherd of the Valley Fund of Santa Ynez, CA

Shepherd of the Valley Fund of Santa Ynez, CA – SOTV Lutheran Church hereby creates a standalone investment fund, which shall be referred to as the Shepherd of the Valley Fund of Santa Ynez, CA.  For purposes of this Article, the Shepherd of the Valley Fund of Santa Ynez, CA will be described as:

“The Fund”.

 

  1. The Fund shall remain separate from all other income and assets managed by SOTV.  Monies within the Fund shall not be comingled with income from any other endowment or general operating revenue.

 

  1. The fund shall be managed by the Executive Leadership Board.  The Executive Leadership Board may create a committee to make short term investment decisions, but the Executive Leadership Board will at all times retain fiduciary responsibility for the Fund.

 

  1. The Executive Leadership Board shall provide a report to the congregation at the yearly Voters Assembly, which shows at a minimum the beginning balance, any new deposits, any withdrawals, the rate of return for the past twelve months, and the ending balance.

 

  1. Any and all withdrawals from the Fund shall be approved by the Voters Assembly, as defined and directed within Article VI of the SOTV Constitution and within Article I of the SOTV By-Laws.

 

  1. The purpose of the Fund shall be to receive, hold, and manage gifts and bequests.  Acceptance of funds under any of these circumstances shall adhere to the following:

 

    1. SOTV shall honor the wishes of the donor, as to the purpose of the donation.
    2. SOTV shall only accept designated monies into the Fund, if said monies fall within the SOTV’s Strategic Plan.
    3. SOTV shall accept undesignated monies into the Fund.
    4. SOTV shall use all undesignated monies with the Fund to support: future growth of SOTV, and/or any approved mission and ministry of SOTV.  As such, the Fund may be utilized to support new programs, projects, or services which fall outside of and/or in addition to any approved annual operational funding.

 

  1. Unlike an Endowment, the corpus of the Fund may be used in the event of severe financial hardship.  As such, the Fund provides a safety valve for the congregation during times of dire need, catastrophic loss, or as needed for a major capital project.

 

ARTICLE VI – Amendments

Amendments to these by-laws may be made in the following manner:

  1. A copy of the proposed amendment shall be mailed to all voting members at least two (2) weeks prior to a validly called Voters Assembly.
  1. The proposed amendment shall be adopted only when a majority of the votes cast are in favor of adoption.
  1. Upon adoption, such amendment shall be submitted for approval to the Lutheran Church – Missouri Synod Committee on Constitutions, for the District to which the congregation is assigned.