THE CONSTITUTION

The

CONSTITUTION

and

BY-LAWS

of

Central Lutheran

Church

of

Dallas, Texas

(as amended February 15, 1998)

INDEX to CONSTITUTION and BYLAWS

CONST. CHAPTER SUBJECT MATTER PAGE

1. Name and Incorporation 3

2. Confession of Faith 3

3. Nature of the Church 4

4. Statement of Purpose 5

5. Powers of the Congregation 7

6. Church Affiliation 8

7. Property Ownership 10

8. Membership 10

9. The Pastor 12

10. Congregational Meeting 17

11. Officers 18

12. The Congregation Council 19

13. Congregation Committees 23

14. Organizations within the Congregation 24

15. Discipline of Members and Adjudication24

16. Bylaws 26

17. Amendments 26

18. Continuing Resolutions 27

19. Indemnification 27

Parish Authorization 28

BY LAWS CHAPTER SUBJECT MATTER PAGE

Membership 29

The Pastor 29

Congregational Meeting 30

Officers 31

The Congregation Council 32

Congregation Committees 35

Organizations within the Congregation 37

THE CONSTITUTION

of

CENTRAL LUTHERAN CHURCH of DALLAS, TEXAS

PREAMBLE

We, baptized members of the Church of Christ, responding in faith to the call of the Holy Spirit through the Gospel, desiring to unite together to preach the word, administer the sacraments, and carry out God's mission, do hereby adopt this Constitution and solemnly pledge ourselves to be governed by its provisions. In the name of the Father and of the Son and of the Holy Spirit.

Chapter 1. NAME AND INCORPORATION

C1.01. The name of this congregation shall be Central Lutheran Church of Dallas, Texas.

C1.02. For the purpose of this Constitution and the accompanying Bylaws, the Central Lutheran Church of Dallas, Texas congregation is hereinafter designated as "this congregation."

C1.03. This congregation shall be incorporated as a non-profit corporation under the laws of the State of Texas.

Chapter 2. CONFESSION OF FAITH

C2.01. This congregation confesses the Triune God, Father, Son, and Holy Spirit.

C2.02. This congregation confesses Jesus Christ as Lord and Savior and the Gospel as the power of God for the salvation of all who believe.

Jesus Christ is the Word of God incarnate, through whom everything was made and through whose life, death, and resurrection God fashions a new creation.

The proclamation of God's message to us as both Law and Gospel is the Word of God, revealing judgment and mercy through word and deed, beginning with the Word in creation, continuing in the history of Israel, and centering in all its fullness in the person and work of Jesus Christ.

The canonical Scriptures of the Old and New Testaments are the written Word of God. Inspired by God's Spirit speaking through their authors, they record and announce God's revelation centering in Jesus Christ. Through them God's Spirit speaks to us to create and sustain Christian faith and fellowship for service in the world.

C2.03. This congregation accepts the canonical Scriptures of the Old and New Testaments as the inspired Word of God and the authoritative source and norm of its proclamation, faith, and life.

C2.04. This congregation accepts the Apostles', Nicene, and Athanasian Creeds as true declarations of the faith of this congregation.

C2.05. This congregation accepts the Unaltered Augsburg Confession as a true witness to the Gospel, acknowledging as one with it in faith and doctrine all churches that likewise accept the teachings of the Unaltered Augsburg Confession.

C2.06. This congregation accepts the other confessional writings in the Book of Concord, namely, the Apology of the Augsburg Confession, the Smalcald Articles and the Treatise, the Small Catechism, the Large Catechism, and the Formula of Concord, as further valid interpretations of the faith of the Church.

C2.07. This congregation confesses the Gospel, recorded in the Holy Scriptures and confessed in the ecumenical creeds and Lutheran confessional writings, as the power of God to create and sustain the Church for God's mission in the world.

Chapter 3. NATURE OF THE CHURCH

C3.01. All power in the Church belongs to our Lord Jesus Christ, its head. All actions of this congregation are to be carried out under his rule and authority.

C3.02. The Church exists both as an inclusive fellowship and as local congregations gathered for worship and Christian service. Congregations find their fulfillment in the universal community of the Church, and the universal Church exists in and through congregations. The Evangelical Lutheran Church in America (hereinafter ELCA), therefore, derives its character and powers both from the sanction and representation of its congregations and from its inherent nature as an expression of the broader fellowship of the faithful. In length, it acknowledges itself to be in the historic continuity of the communion of saints; in breadth, it expresses the fellowship of believers and congregations in our day.

Chapter 4. STATEMENT OF PURPOSE

C4.01. The Church is a people created by God in Christ, empowered by the Holy Spirit, called and sent to bear witness to God's creative, redeeming, and sanctifying activity in the world.

C4.02. To participate in God's mission, this congregation as a part of the Church shall:

Worship God in proclamation of the Word and administration of the sacraments and through lives of prayer, praise, thanksgiving, witness, and service.

Proclaim God's saving Gospel of justification by grace for Christ’s sake through faith alone, according to the apostolic witness in the Holy Scripture, preserving and transmitting the Gospel faithfully to future generations.

Carry out Christ's Great Commission by reaching out to all people to bring them to faith in Christ and by doing all ministry with a global awareness consistent with the understanding of God as Creator, Redeemer, and Sanctifier of all.

Serve in response to God's love to meet human needs, caring for the sick and the aged, advocating dignity and justice for all people, working for peace and reconciliation among the nations, and standing with the poor and powerless, and committing itself to their needs.

Nurture its members in the Word of God so as to grow in faith and hope and love, to see daily life as the primary setting for the exercise of their Christian calling, and to use the gifts of the Spirit for their life together and for their calling in the world.

Manifest the unity given to the people of God by living together in the love of Christ and by joining with other Christians in prayer and action to express and preserve the unity which the Spirit gives.

C4.03. To fulfill these purposes, this congregation shall:

Provide services of worship at which the Word of God is preached and the sacraments are administered.

Provide pastoral care and assist all members to participate in this ministry.

Challenge, equip, and support all members in carrying out their calling in their daily lives and in their congregation.

Teach the Word of God.

Witness to the reconciling Word of God in Christ, reaching out to all people.

Respond to human need, work for justice and peace, care for the sick and the suffering, and participate responsibly in society.

Motivate its members to provide financial support for the congregation's ministry and the ministry of other parts of the ELCA.

Foster and participate in interdependent relationships with other congregations, the synod, and the churchwide organization of the ELCA.

Foster and participate in ecumenical relationships consistent with churchwide policy.

The public services of this congregation shall conform to the Authorized Liturgies and Rituals of the ELCA, and the Authorized Hymn books of the Church shall be used in its worship and its schools.

C4.04. This congregation shall develop an organizational structure to be described in the Bylaws. The Congregation Council shall prepare descriptions of the responsibilities of each committee, task force, or other organizational groups and shall review their actions.

C4.05. This congregation shall, from time to time, adopt a mission statement which will provide specific direction for its programs.

Chapter 5. POWERS OF THE CONGREGATION

C5.01. The powers of this congregation are those necessary to fulfill its purpose.

C5.02. The powers of this congregation are vested in the congregational meeting called and conducted as provided in this Constitution and Bylaws.

C5.03. Only such authority as is delegated to the Congregation Council or other organizational units in this congregation's governing documents is recognized. All remaining authority is retained by the congregation. The congregation is authorized to:

call a pastor as provided in Chapter 9;

terminate the call of a pastor as provided in Chapter 9;

appoint or terminate the appointment of associates in ministry in conformity with the applicable policy of the ELCA;

approve the annual budget;

acquire real and personal property by gift, devise, purchase, or other lawful means;

hold title to and use its property for any and all activities consistent with its purpose;

sell, mortgage, lease, transfer, or otherwise dispose of its property by any lawful means;

elect its officers and Congregation Council, and establish its boards and committees, and require them to carry out their duties in accordance with the Constitution and Bylaws; and

terminate its relationship with the ELCA as provided in Chapter 6.

Chapter 6. CHURCH AFFILIATION

C6.01. This congregation shall be an interdependent part of the ELCA or its successor, and of the Northern Texas-Northern Louisiana (hereinafter NTNL) Synod of the ELCA. This congregation is subject to the discipline of the ELCA.

C6.02. This congregation accepts the Confession of Faith and agrees to the Purposes of the ELCA and shall act in accordance with them.

C6.03. This congregation acknowledges its relationship with the ELCA in which:

This congregation agrees to be responsible for its life as a Christian community.

This congregation pledges its financial support and participation in the life and mission of the ELCA.

This congregation agrees to call pastoral leadership from the clergy roster of the ELCA in accordance with its call procedures, except in special circumstances and with the approval of the bishop of the synod.

This congregation agrees to consider associates in ministry for appointment to other staff positions in the congregation according to the procedures of the ELCA.

This congregation agrees to file this Constitution and any subsequent changes to this Constitution with the synod for review to ascertain that all of its provisions are in agreement with the Constitution and Bylaws of the ELCA and with the Constitution of the synod.

C6.04. Affiliation with the ELCA may be terminated as follows:

This congregation takes action to dissolve.

This congregation ceases to exist.

This congregation is removed from membership in the ELCA according to the procedures for discipline of the ELCA.

This congregation follows the procedures outlined in C6.05.

C6.05. This congregation may terminate its relationship with the ELCA by the following procedure:

A resolution indicating the desire of this congregation to terminate its relationship must be adopted at a legally called and conducted special meeting of this congregation by a two-thirds majority of the voting members present.

The secretary of this congregation shall submit a copy of the resolution to the synodical bishop and shall mail a copy of the resolution to voting members of this congregation. This notice shall be submitted within 10 days after the resolution has been adopted.

The bishop of the synod shall consult with this congregation during a period of at least ninety days.

If this congregation, after consultation, still desires to terminate its relationship, such action may be taken at a legally called and conducted special meeting by a two-thirds majority of the voting members present, at which meeting the bishop of the synod or an authorized representative shall be present. Notice of the meeting shall be mailed to all voting members at least ten days in advance of the meeting.

A certified copy of the resolution to terminate its relationship shall be sent to the synodical bishop, at which time the relationship between this congregation and the ELCA shall be terminated.

Notice of termination shall be forwarded by the synodical bishop to the secretary of this church and published in the periodical of this church.

C6.06. If this congregation is considering relocation, it shall confer with the bishop of the synod in which it is territorially located before any steps are taken leading to such action. The approval of the Synod Council shall be received before any such action is effected.

Chapter 7. PROPERTY OWNERSHIP

C7.01. If this congregation ceases to exist, title to indisposed property shall pass to the NTNL Synod of the ELCA.

C7.02. If this congregation is removed from membership in the ELCA according to its procedure for discipline, title to property shall continue to reside in this congregation.

C7.03. If a two-thirds majority of the voting members of this congregation present at a legally called and conducted special meeting of this congregation vote to transfer to another Lutheran church body, title to property shall continue to reside in this congregation. Before this congregation takes action to transfer to another Lutheran church body, it shall consult with representatives of the NTNL Synod.

C7.04. If a two-thirds majority of the voting members of this congregation present at a legally called and conducted special meeting of this congregation vote to become independent or relate to a non-Lutheran church body, title to property of this congregation shall continue to reside in this congregation only with the consent of the Synod Council. The Synod Council, after consultation with this congregation by the established synodical process, may give approval to the request to become independent or to relate to a non-Lutheran church body, in which case title shall remain with the majority of this congregation. If the Synod Council fails to give such approval, title shall remain with those members who desire to continue as a congregation of the ELCA.

Chapter 8. MEMBERSHIP

C8.01. Members of this congregation shall be those baptized persons on the roll of this congregation at the time that this Constitution is adopted and those who are admitted thereafter and who have declared and maintain their membership in accordance with the provisions of this Constitution and its Bylaws.

C8.02. Members shall be classified as follows:

Baptized members are those persons who have been received by the Sacrament of Holy Baptism in this congregation, or, having been previously baptized in the name of the Triune God, have been received by certificate of transfer from other Lutheran congregations or by affirmation of faith. Baptized children of non-members shall upon consent of one or both parents or guardians be admitted into membership.

Confirmed members are baptized persons who have been confirmed in this congregation, those who have been received by adult baptism or by transfer as confirmed members from other Lutheran congregations, or baptized persons received by affirmation of faith. Baptized persons who have not been members of any church or are members of a non-Lutheran Church shall, after due instruction, be received by the rite of Confirmation.

Voting members are confirmed members who have attained the age of eighteen years, and are not currently on the inactive list as described in C8.02.e.

Associate members are persons holding membership in other Lutheran congregations who wish to retain such membership but desire to participate in the life and mission of this congregation.

A member who has not communed, or attended, or given a gift of record for a period of two consecutive years shall be removed to an inactive list. An inactive person may be reinstated to membership by re-affirmation of faith.

Associate members and members on the inactive list shall have all the privileges and duties of membership, except voting rights and eligibility for elected offices, including membership on the Congregation Council of this congregation.

C8.03. All applications for confirmed membership shall be submitted to and shall require the approval of the pastor.

C8.04. It shall be the privilege and duty of members of this congregation to:

make regular use of the means of grace, both Word and sacraments;

live a Christian life in accordance with the Word of God and the teachings of the Lutheran church; and

support the work of this congregation, the synod, and the churchwide organization of the ELCA through contributions of their time, abilities, and financial support as biblical stewards.

C8.05. Membership in this congregation shall be terminated by any of the following:

death;

resignation;

transfer or release;

disciplinary action by the Congregation Council; or

removal from the roll due to inactivity as defined in C8.02.e.

Such persons who have been removed from the roll of members shall remain persons for whom the church has a continuing pastoral concern.

Chapter 9. THE PASTOR

C9.01. Authority to call a pastor shall be in this congregation by at least a two-thirds majority ballot vote of members present and voting at a meeting regularly called for that purpose. Before a call is issued, the officers, or a committee elected by this congregation to recommend the call, shall seek the advice and help of the bishop of the synod.

C9.02. Only a member of the clergy roster of the ELCA or a candidate for the roster of ordained ministers who has been recommended for the congregation by the synodical bishop may be called as a pastor of this congregation.

C9.03. Consistent with the faith and practice of the ELCA:

a. Every ordained minister shall:

preach the Word;

administer the sacraments;

conduct public worship;

provide pastoral care; and

speak publicly to the world in solidarity with the poor and oppressed, calling for justice and proclaiming God's love for the world.

b. Each ordained minister with a congregational call shall, within the congregation:

offer instruction, confirm, marry, visit the sick and distressed, and bury the dead;

supervise all schools and organizations of this congregation;

install regularly elected members of the Congregation Council, and

with the Congregation Council, administer discipline.

c. Every pastor shall:

seek out and encourage qualified persons to prepare for the ministry of the Gospel and strive to extend the Kingdom of God in the community, in the nation, and abroad;

impart knowledge of this church and its wider ministry through distribution of its periodicals and other publications; and

endeavor to increase the support given by the congregation to work of the ELCA churchwide organization and of the NTNL Synod of the ELCA.

C9.04. The specific duties of the pastor, compensation, and other matters pertaining to the service of the pastor shall be included in a letter of call, which shall be attested by the bishop of the synod.

C9.05. a. The call of a congregation, when accepted by a pastor, shall constitute a continuing mutual relationship and commitment which, except in the case of the death of the pastor, shall be terminated only following consultation with the synodical bishop and for any of the following reasons:

mutual agreement to terminate the call or the completion of a call for a specific term of years;

resignation of the pastor, which shall become effective, unless otherwise agreed, ninety days after the date on which it was submitted. However, if a pastor resigns from the ELCA, his ministry in this congregation shall immediately cease;

inability to conduct the pastoral office effectively in the congregation in view of local conditions, without reflection on the competence or the moral and spiritual character of the pastor;

the physical or mental incapacity of the pastor;

disqualification of the pastor through discipline on grounds of doctrine, morality, or continued neglect of duty;

the dissolution of the congregation; or
suspension of the congregation as a result of discipline proceedings.

b. When allegations of physical or mental incapacity of the pastor or ineffective conduct of the pastoral office have come to the attention of the bishop of the synod, the bishop in his or her sole discretion may, or when such allegations have been brought to the synod's attention by an official recital of allegations by the Congregation Council or by a petition signed by at least one-third of the voting members of the congregation, the bishop shall investigate such conditions personally in company with a committee of two ordained ministers and one layperson.

c. In case of alleged physical or mental incapacity, competent medical testimony shall be obtained. When such disability is evident, the bishop of the synod with the advice of the committee shall declare the pastorate vacant. Upon the restoration of a disabled pastor to health, the bishop of the synod shall take steps to enable the pastor to resume the ministry, either in the congregation last served or in another field of labor.

d. In the case of alleged local difficulties that imperil the effective functioning of the congregation, all concerned persons shall be heard, and the bishop of the synod together with the committee described in C9.05.b. shall decide on the course of action to be recommended to the pastor and the congregation. If they agree to carry out such recommendations, no further action shall be taken by the synod. If either party fails to assent, the congregation may dismiss the pastor by a two-thirds majority vote of the voting members present at a regularly called meeting after consultation with the bishop.

e. If, in the course of proceedings described in C9.05.d., the committee concludes that there may be grounds for disciplinary action, the committee shall make recommendations concerning disciplinary action to the synodical bishop who may bring charges, in accordance with the provisions of the Constitution and Bylaws of the ELCA and the Constitution of this synod.

f. If, following the appointment of the committee described in C9.05.b. or d., it should become apparent that the pastoral office cannot be conducted effectively in the congregation being served by the ordained minister due to local conditions, the bishop of the synod may temporarily suspend the pastor from service in the congregation without prejudice and with pay provided through a joint churchwide/synod fund and with housing provided by the congregation.

g. If, finally in the judgment of the congregation, a pastor is not able to work in this field effectively, he may be requested to resign. However, before the resignation is requested, the matter shall first be carefully considered at a meeting of the Congregation Council in consultation with the bishop of the synod.

h. A request for a pastor’s resignation shall require a two-thirds majority vote of the members present at a special meeting of the congregation called at least ten days in advance for the consideration of a resolution in this matter. If a pastor’s resignation has been requested in the manner here specified, he shall vacate office within thirty days from the date of such meeting. If he does not resign upon such a request, the resolution shall constitute a notice of dismissal to be effective at noon of the thirtieth day after the day of its adoption.

C9.06. At a time of pastoral vacancy, an interim pastor may be appointed by the bishop of the synod with the consent of this congregation or the Congregation Council.

C9.07. During the period of service, an interim pastor shall have the rights and duties in the congregation of a regularly called pastor and may delegate the same in part to a supply pastor with the consent of the bishop of the synod and this congregation or Congregation Council. The interim pastor and any ordained pastor providing assistance shall refrain from exerting influence in the selection of a pastor.

C9.08. This congregation shall make satisfactory settlement of all financial obligations to a former pastor before calling a successor. A pastor shall make satisfactory settlement of all financial obligations to this congregation.

C9.09. When a pastor is called to serve in company with another pastor or pastors, the privileges and responsibilities of each pastor shall be specified in documents to accompany the call and to be drafted in consultation involving the pastors, the Congregation Council, and the bishop of the synod. As occasion requires, the documents may be revised through a similar consultation. The calling of another pastor or pastors to serve with the existing pastor shall be by at least a two-thirds majority vote of this congregation’s members present at a special meeting called for that purpose. Before a call is issued, the Congregation Council shall seek the advice of the bishop of the synod. Such call shall only be issued with the concurrence of the existing pastor.

C9.10. [Reserved for expansion]

C9.11. With the approval of the bishop of the synod, the congregation may depart from C9.05.a. and call a pastor for a specific term. Details of such calls shall be in writing setting forth the purpose and conditions involved. Prior to the completion of a term, the bishop or a designated representative of the bishop shall meet with the pastor and representatives of the congregation for a review of the call. Such call may also be terminated before its expiration in accordance with the provisions of C9.05.a.

C9.12. The pastor of this congregation:

shall keep accurate parochial records of all baptisms, confirmations, marriages, burials, communicants, members received, members dismissed, or members excluded from the congregation;

shall submit a summary of such statistics annually to the synod; and

shall become a member of this congregation upon receipt and acceptance of the letter of call. In a parish of multiple congregations, the pastor shall hold membership in one of the congregations.

C9.13. The pastor shall submit a report of his ministry to the bishop of the synod at least ninety days prior to each regular meeting of the Synod Assembly.

Chapter 10. CONGREGATIONAL MEETING

C10.01. The power and authority of this congregation shall be exercised in the congregational meetings. The annual meeting of this congregation shall be held on the third Tuesday of January, and the congregation shall also hold such special meetings as it may decide, all of said meetings to be held at the church. The Congregational council may by resolution set a date other than the third Tuesday in January, provided that said new date shall be within the month of January.

C10.02. A special congregational meeting may be called by the president of this congregation when he deems it advisable, or upon the written request of a majority of the Congregation Council, or upon the written petition of ten voting members of the congregation. If the president of the congregation cannot or will not call the meeting, the Congregation Council has authority to call the meeting. Should a majority of the Congregation Council refuse to call the meeting, the signers of the written petition, in conference assembled, may elect one of their number to call the meeting. If, in the absence of the president, it is necessary to call a meeting, such meeting shall be called by the vice-president, or in the absence of both, by the Congregation Council. The call for each special meeting shall specify the purpose for which it is to be held and no other business shall be transacted.

C10.03. Notice of all meetings of this congregation shall be given at a worship service at least ten days in advance of the meeting, or by mail to all voting members at least five days in advance of the meeting.

C10.04. A quorum shall consist of those voting members present and voting.

C10.05. Voting by proxy or by absentee ballot shall not be permitted.

C10.06. All actions by the congregation shall be by majority vote, except as otherwise provided in this Constitution.

C10.07. Robert's Rules of Order, latest edition, shall govern parliamentary procedure of all meetings of this congregation.

Chapter 11. OFFICERS

C11.01. The officers of this congregation shall be a president; vice-president, who shall serve concurrently with the president as president-elect; secretary; and treasurer.

Duties of the officers shall be specified in the Bylaws.

The officers shall be voting members of the congregation.

Officers of this congregation shall serve similar offices of the Congregation Council and shall be voting members of the Congregation Council.

C11.02. Election of officers shall occur at a special congregational meeting to take place on the fourth Sunday of September of each year. The congregation shall elect its officers and they shall be the officers of the congregation. The officers shall be elected by written ballot. Their terms shall begin at noon on the first day of February in the year following the year in which they were elected.

The President: The vice-president shall assume the office of president for a one-year period, coinciding with the election of a new vice-president.

The Vice-President: The vice-president shall be elected every year by the congregation.

The Secretary: The secretary shall be elected every two years by the congregation.

The Treasurer: The treasurer shall be elected every two years by the congregation.

The secretary and treasurer shall be elected in different years.

Vacancies during the term of an officer shall be filled by election for the remainder of the unexpired term at a special meeting of the congregation called for that purpose.

C11.03. No officer shall hold more than one office at a time, nor serve more than two consecutive terms of office.

Chapter 12. THE CONGREGATION COUNCIL

C12.01. The voting membership of the Congregation Council shall consist of the pastor(s), the officers of the congregation, and eight members of the congregation designated as "Congregational Representatives", each of whom shall be entitled to one vote, with the exception of the president, who shall be entitled to vote only in the event of a tie. Each pastor shall have one vote. The president shall chair the meetings, and the secretary shall keep a record of the proceedings of the Congregation Council.

All terms of office for officers and congregational representatives shall begin at noon on the first day of February in the year following the year in which such officers and congregational representatives shall be chosen, unless otherwise specified herein. All terms of office shall expire at noon on the first day of February in the year in which such expiration is scheduled, except that each officer or congregational representative shall continue to serve until his/her successor shall have been chosen and qualified.

Any voting member of the congregation may serve as an officer or congregational representative, subject only to the limitation on the length of continuous service permitted in that office, so long as he/she is a member in good standing and has been so for at least one-year immediately preceding the date of his/her election to office.

All resignations of officers and congregational representatives shall be addressed to the president.

The Congregation Council shall meet each month. Any officer or congregational representative who incurs three consecutive unexcused absences or accumulates a total of six absences from the regular monthly Council meetings in any one year shall be considered as having resigned from office, effective at the conclusion of the respective third or sixth meeting. Such vacancies shall be filled by appointment and/or election as herein prescribed for the filling of vacancies.

Any officer or congregational representative may be removed from office by a two-thirds majority vote of the members present at a congregational meeting.

Consistent with the laws of the state in which this congregation is incorporated, the congregation may adopt procedures for the removal of a member of the Congregation Council in other circumstances.

C12.02. Congregational representatives shall be elected by written ballot and shall serve a term of two years, or until their successors are elected. Congregational representatives shall be eligible to serve no more than two full terms consecutively.

C12.03. Any vacancy which occurs among the congregational representatives, prior to the expiration of the regular term for which such congregational representative was elected to serve, shall be filled by the appointment of a member of the congregation to such office, for the interim period ending with the next annual congregational meeting, at which meeting a nominee shall be regularly voted upon to fill the remainder of the unexpired term of the congregational representative in whose office the vacancy occurred. Such appointment for an interim period shall be made by the vote of a majority of the members of the Congregation Council, effected at a regularly constituted monthly meeting of the Council.

C12.04. The Congregation Council shall have general oversight of the life and activities of this congregation, and in particular its worship life, to the end that everything be done in accordance with the Word of God and the faith and practice of the ELCA. The duties of the Congregation Council shall include the following:

To lead this congregation in stating its mission, to do long-range planning, to set goals and priorities, and to evaluate its activities in light of its mission and goals.

To seek to involve all members of this congregation in worship, learning, witness, service, and support.

To oversee and provide for the administration of this congregation to enable it to fulfill its functions and perform its mission.

To maintain supportive relationships with the pastor and staff and help them annually to evaluate the fulfillment of their calling, appointment, or employment.

To be examples individually and corporately of the style of life and ministry expected of all baptized persons.

To promote a congregational climate of peace and goodwill and, as differences and conflicts arise, to endeavor to foster mutual understanding.

To arrange for pastoral service during the sickness or absence of the pastor.

To emphasize partnership with the synod and churchwide organization of the ELCA as well as cooperation with other congregations, both Lutheran and non-Lutheran, subject to established policies of the synod and the ELCA.

To recommend and encourage the use of program resources produced or approved by the ELCA.

To seek out and encourage qualified persons to prepare for the ministry of the Gospel.

C12.05. The Congregation Council shall be responsible for the financial and property matters of this congregation.

The Congregation Council shall be the board of trustees of this congregation, and as such shall be responsible for maintaining and protecting its property and the management of its business and fiscal affairs. It shall have the powers and be subject to the obligations that pertain to such boards under the laws of the State of Texas, except as otherwise provided herein.

The Congregation Council shall not have the authority to buy, sell, or encumber real property unless specifically authorized to do so by a meeting of the congregation.

The Congregation Council may enter into contracts of up to $2,500.00 for items not included in the budget.

The Congregation Council shall prepare an annual budget for adoption by this congregation, shall supervise the expenditure of funds in accordance therewith following its adoption, and may not incur obligations more than $2,500.00 in excess of a budgeted line item without the approval of the congregation at a called meeting; provided, however, that this prohibition shall not apply to disbursements from the Memorial Fund. The budget shall include this congregation's full indicated share in support of the wider ministry being carried on in partnership with the synod and churchwide organization. The fiscal year of this congregation shall coincide with the calendar year.

The Congregation Council shall ascertain that the financial affairs of this congregation are being conducted efficiently, giving particular attention to the prompt payment of all obligations and to the regular forwarding of benevolence monies to the synodical treasurer.

The Congregation Council shall be responsible for this congregation's investments and its total insurance program.

C12.06. The Congregation Council shall see that the provisions of this Constitution, and its Bylaws, and the continuing resolutions are carried out.

C12.07. The Congregation Council shall provide for an annual review of the membership roster.

C12.08. The Congregation Council shall be responsible for the appointment and supervision of the salaried lay workers of this congregation.

C12.09. The Congregation Council shall submit a comprehensive report to this congregation at the annual meeting.

C12.10. [Reserved for expansion]

C12.11. The Congregation Council shall normally meet once a month. Special meetings may be called by the pastor or the president, and shall be called at the request of at least one-half of the Council’s members. Notice of each special meeting shall be given to all who are entitled to be present.

C12.12. A quorum for the transaction of business shall consist of a majority of the members of the Congregation Council, including the pastor or interim pastor; provided, however, that a meeting will not fail for lack of a quorum if a member of the Congregation Council requests or consents to be absent and has given prior approval to an agenda of routine matters which shall be the only business of the meeting.

Chapter 13. CONGREGATION COMMITTEES

C13.0l. The officers of this congregation and the pastor shall constitute the Executive Committee.

C13.02. The Nominating Committee shall consist of five voting members of this congregation, two of whom shall be elected at the annual meeting in January from nominations made on the floor, and three of whom shall be elected by the Congregation Council at its February meeting. Any voting member is eligible to serve on this committee, and holding another office at the same time shall not be disqualifying. Vacancies shall be filled by appointment by the Congregation Council. This committee shall meet when necessary, and the president shall issue calls for meetings of this committee.

C13.03. An Audit Committee of two voting members shall be elected by the Congregation Council. Audit committee members shall not be members of the Congregation Council. Terms of office shall be two years, with one member elected each year. Members shall be eligible for reelection.

C13.04. The Staff Care and Support Committee shall consist of the president and vice-president during their terms of office, and four voting members of the congregation, two of whom shall be appointed by the president, and two of whom shall be appointed by the pastorate. The appointive terms of office shall be two years in length, beginning February 1st of the year of their appointment, and shall be staggered so that each year, there shall be one new presidential appointee and one new pastoral appointee.

C13.05. When a pastoral vacancy occurs, a Call Committee of six voting members shall be elected by this congregation. The term of office will terminate upon installation of the newly called pastor.

C13.06. The Memorial Fund Committee shall consist of five voting members of the congregation, appointed by the Congregation Council at its regular February Council meeting. The Chairman of the Committee shall also be appointed by the Council at this meeting. Each Committee member, including the Chairman, shall serve four-year terms.

C13.07. Other congregation committees may be formed as the need arises, by decision of the Congregation Council.

C13.08. Duties of congregation committees shall be specified in the Bylaws.

Chapter 14. ORGANIZATIONS WITHIN THE CONGREGATION

C14.01. All organizations within this congregation shall exist to aid it in ministering to the members of this congregation and to all persons who can be reached with the Gospel of Christ. As outgrowths and expressions of this congregation's life, the organizations are subject to its oversight and direction. This congregation at its meetings shall determine their policies, guide their activities, and receive reports concerning their membership, work, and finances.

C14.02. Special interest groups, other than those of the official organizations of the ELCA, may be organized only after authorization has been given by the Congregation Council and specified in a continuing resolution.

Chapter 15. DISCIPLINE OF MEMBERS AND ADJUDICATION

C15.01. Denial of the Christian faith as described in this Constitution, conduct grossly unbecoming a member of the Church of Christ, or persistent trouble-making in this congregation are sufficient cause for discipline of a member. Prior to disciplinary action, reconciliation will be attempted following Matthew 18:15-17, proceeding through these successive steps: (a) private admonition by the pastor, (b) admonition by the pastor in the presence of two or three witnesses, and (c) citation to appear before the Congregation Council. If, for any reason, the pastor is unable to administer the admonitions required by (a) and (b) hereof, the president (if not the pastor) or vice-president shall administer such admonitions.

C15.02. A member charged with the offense shall appear before the Congregation Council after having received a written notice, at least ten days prior to the meeting, specifying the exact charges that have been made against the member.

C15.03. Should the allegations be sustained by a two-thirds majority vote of the members of the Congregation Council and renewed admonition prove ineffectual, the Council shall impose one of the following disciplinary actions:

censure before the Council or congregation;

suspension from membership for a definite period of time; or

exclusion from membership in this congregation.

Disciplinary actions b. and c. shall be delivered to the member in writing.

C15.04. The member against whom disciplinary action has been taken by the Congregation Council shall have the right to appeal the decision to the Synod Council. Such right may not be abridged and the decision of the Synod Council shall be final.

C15.05. Disciplinary actions may be reconsidered and revoked by the Congregation Council upon receipt of (a) evidence that injustice has been done, or (b) evidence of repentance and amendment.

C15.10. Adjudication

C15.11. When there is disagreement among factions within this congregation on a substantive issue that cannot be resolved by the parties, members of this congregation shall have access to the synodical bishop for consultation after informing the chair of the Congregation Council of their intent. If the consultation fails to resolve the issue(s), the Consultation Committee of the synod shall consider the matter. If the Consultation Committee of the synod shall fall to resolve the issue(s), the matter shall be referred to the Synod Council, whose decision shall be final.

Chapter 16. BYLAWS

C16.01. This congregation may adopt Bylaws. No bylaw may conflict with this Constitution.

C16.02. Bylaws may be adopted or amended at any legally called meeting of this congregation, with a quorum present, by a majority vote.

C16.03. Changes to the Bylaws may be proposed by any voting member, provided however, that such additions or amendments be submitted in writing to the Congregation Council at least sixty days before a regular or special congregational meeting called for that purpose, and that the Congregation Council notify the members of the proposal with its recommendations at least thirty days in advance of the congregational meeting.

C16.04. Approved changes to the Bylaws shall be sent by the secretary of this congregation to the synod.

Chapter 17. AMENDMENTS

C17.01. Amendments to this Constitution may be proposed by at least ten voting members, or by the Congregation Council. Proposals must be filed in writing with the Congregation Council sixty days before formal consideration by this congregation at its regular or special meeting called for that purpose. The Congregation Council shall notify the members of the proposal with the Council's recommendations at least thirty days in advance of the meeting.

CI7.02. A proposed amendment to this Constitution shall:

be approved at a legally called meeting according to this Constitution by a majority vote of those present and voting;

be ratified without change at another congregational meeting held no sooner than three months from presentation by a two-thirds majority vote of those present and voting; and

have the effective date included in the resolution and noted in the Constitution.

C17.03. Any amendments to this Constitution shall be sent by the secretary of this congregation to the synod. The amendment shall become effective within one hundred twenty days from the date of the receipt of the notice by the synod unless the synod informs this congregation that the amendment is in conflict with the Constitution and Bylaws of the ELCA or the Constitution of the NTNL.

C17.04. Whenever the Model Constitution for Congregations is amended by the Churchwide Assembly, this Constitution may be amended to reflect any such amendment by a simple majority vote at any subsequent meeting of the congregation without presentation at a prior meeting of the congregation, provided that the Congregation Council has submitted by mail notice to the congregation of such an amendment or amendments at least thirty days prior to the meeting. Following the adoption of an amendment, the secretary of the congregation shall submit a copy thereof to the synod, consistent with C17.03. Except as provided in this C17.04., this Chapter may not be altered.

Chapter 18. CONTINUING RESOLUTIONS

C18.01. The Congregation Council may enact continuing resolutions which describe the function of the various committees or organizations of this congregation, and which authorize additional special interest groups.

C18.02. Continuing resolutions shall be enacted or amended by a two-thirds vote of all voting members of the Congregation Council.

Chapter 19. INDEMNIFICATION

C19.01. Consistent with the provisions of the laws under which this congregation is incorporated, this congregation may adopt provisions providing indemnification for each person who, by reason of the fact that such person is or was a Congregation Council member, officer, employee, agent, or other member of any committee of this congregation, was or is threatened to be made a party to any threatened, pending, or completed civil, criminal, administrative, arbitration, or investigative proceeding.

Chapter 20. PARISH AUTHORIZATION

C20.01. This congregation may unite in partnership with one or more other congregations recognized by the synod council named in C6.01. to form a parish. Except as provided in C20.02. and C20.03., a written agreement, developed in consultation with the synod and approved by the voting members of each congregation participating in the parish, shall specify the powers and responsibilities that have been delegated to a Parish Council.

C20.02. Whenever a letter of call is being recommended for extension to an ordained minister to serve the congregation of a parish, such letter of call shall be first approved by a two-thirds vote at congregational meetings of each of the congregations forming the parish. If any congregation of the parish should fail to approve extending this call, the other congregation(s) in the same parish shall have the right to terminate the parish arrangement.

C20.03. Any one of the congregations of a parish may terminate the call of a pastor as provided in S14.13.d. of the synodical constitution of the synod named in C6.01. In such case, the other congregation(s) in the same parish shall have the right to terminate the parish arrangement.

THE BYLAWS

of

CENTRAL LUTHERAN CHURCH of DALLAS, TEXAS

MEMBERSHIP (Constitution Chapter 8.)

C8.02.01. Applicants presenting Letters of Transfer showing them to be members in good standing in other Lutheran churches shall become members of this congregation as soon as their Letters have been accepted by the pastor and the Congregation Council acting together. These names shall be reported to the congregation.

C8.02.02. Other applicants shall make their requests to the pastor, who, together with the Congregation Council, shall ascertain whether or not the applicants meet the requirements of the Constitution. If found to have met these requirements, such applicants shall be admitted into membership and their names reported at a subsequent congregational meeting.

C8.02.03. Letters of Transfer shall be granted by the pastor and/or the Congregation Council.

THE PASTOR (Constitution Chapter 9.)

C9.01.01. The terms "pastor" and "pastorate" as used herein shall be both singular and plural, and masculine and feminine, as the case may be.

C9.12.01. The pastor is required to keep accurate records of his ministerial acts in a book provided by the congregation and which shall remain the property of the congregation. The pastor shall report these statistics to the congregation annually and, when required, to the Secretary of the ELCA and the NTNL Synod.

CONGREGATIONAL MEETING (Constitution Chapter 10.)

C10.01.01. All congregational meetings shall open with the Word of God and prayer and shall close with prayer.

C10.01.02. The annual meeting shall receive reports from all the organizations and committees of the congregation. Such reports, including a financial statement and yearly budget, shall be available to the congregation not less than ten days prior to the meeting.

C10.01.03. The order of business at the annual congregational meeting shall be:

The minutes;

The reports of:

The pastor

The Congregation Council, including presentation of the

budget

The treasurer and the Audit Committee

Other reports;

Action on applications for membership not previously accepted;

Unfinished business;

New business;

Elections, if necessary.

C10.04.01. The secretary of the congregation shall at each meeting provide the chairman with a correct alphabetical list of the voting members.

C10.05.01. In the following cases the vote shall be by written ballot:

a. To elect officers and congregational representatives;

b. To adopt or amend the Articles of Incorporation, Constitution, or Bylaws of this Constitution;

c. To call a pastor or to sever official connections with him;

To suspend or dismiss any other officer of the congregation;

e. To authorize a single expenditure above the accepted budget of more than $2,500.00.

C10.07.01. The president of the congregation shall preside at the congregational meetings unless the meeting shall otherwise decide.

C10.07.02. Any decision of the Congregation Council or any officer may be appealed at a congregational meeting.

OFFICERS (Constitution Chapter 11.)

C11.02.01. The President:

The president shall preside at all congregational meetings and meetings of the Congregation Council; shall call special meetings of the congregation and of the Congregation Council; shall represent the congregation in external affairs; may appoint temporary committees; and shall perform such other duties as the congregation shall prescribe, and as are otherwise herein prescribed.

C11.02.02. The Vice-President:

The vice-president shall, during the absence or disability of the president or when there is no president, perform the duties of president. He/she shall also perform such duties as shall be directed by the congregation, and as are otherwise herein prescribed.

C11.02.03. The Secretary:

The secretary shall keep the minutes of the meetings of the Congregation Council and of the congregation, and preserve its archives.

C11.02.04. The Treasurer:

The treasurer shall be the custodian of all funds of the congregation, local and synodical, and disburse all such funds in accordance with the resolutions of the congregation and orders of the Congregation Council. He/she shall present a duly audited account of the financial status of the congregation to the annual meeting of the congregation. He/she may also be the custodian of the funds of the authorized organizations and shall disburse them as directed by the organizations to which they belong.

C11.02.05. All committees and organizations handling funds within the congregation shall submit accounts to the treasurer at least fifteen days prior to the annual meeting, and the treasurer shall include such accounts in his/her report to the meeting.

C11.02.06. The powers of the treasurer shall be limited as follows: checks for non-budgeted items in excess of $2,500 shall have to be co-signed or approved by either the president or the vice-president.

THE CONGREGATION COUNCIL (Constitution Chapter 12.)

C12.01.01. Nominations for the election of officers and congregational representatives by the congregation shall be made by the Nominating Committee, who shall nominate one or more candidates for each office or position for which election is being held. The pastor shall serve as advisor to the Nominating Committee but he shall not be a member of the Committee, and nominations by the Committee shall never be subject to his approval. A list of all nominees shall be posted in the Narthex of the church at least fifteen days prior to the date of the election. At the election, additional nominations may be offered from the floor for all offices or positions. All voting shall be by written ballot.

The first ballot in each election shall be considered a nominating ballot and all votes cast shall be necessary to elect. On the second ballot, or succeeding ballots, a majority of votes cast shall be necessary to elect. If a fourth ballot should be necessary, voting on this ballot shall be restricted to voting on the two names receiving the largest total on the third ballot.

C12.01.02. Installation of officers and congregational representatives shall be held on the second Sunday in February following their election.

C12.02.01. The congregational representatives shall be eight in number, elected by the congregation at its annual September meeting for a period of two years, but in such a manner that, after the first election, four of them are elected each year.

C12.02.02. Each congregational representative shall be the chairperson of one of eight committees, designated as follows.

The Worship Committee, which shall be responsible for the planning and conducting of the worship services of the congregation.

The Education Committee, which shall be responsible for supervising the educational work in the congregation, including Sunday School, Vacation Bible School, and such other programs and agencies as the congregation may have or establish for the purpose of Christian Education; it shall also elect the Superintendent of the Sunday School and appoint the teachers and officers of the Sunday School and Vacation Bible School.

The Youth Committee, which shall be responsible for supervising the youth and young-adult programs of the congregation.

The Activities Committee, which shall be responsible for coordinating the church-related activities of all auxiliary organizations of the congregation, as well as representing the congregation in community affairs.

The Evangelism Committee, which shall be responsible for assisting the pastorate in ministering to the spiritual growth of this congregation, through prospective member calls, visitation with congregation members, and other forms of one-on-one contact.

The Administration Committee, which shall be responsible for managing the business affairs of the congregation, in accordance with the orders and directives of the Congregation Council. It shall designate one of its members as Comptroller, one as Supervisor of Properties (whose duty it shall be to look after the maintenance and upkeep of the Church property, including buildings, grounds and equipment), one as Budget Chairperson, and one as Finance Chairperson (who shall keep a record of all pledges and commitments of the congregation and shall receive all collections, individual contributions, and special offerings for local, synodical, and other purposes, and who shall deposit all money received and turn over deposit slips and reports to the treasurer).

The Stewardship Committee, which shall be responsible for conducting the year-long financial stewardship program of the church, including coordination of the "Spiritual Gift Inventories." The chairperson shall serve as a member of the Budget Committee, and shall serve as an advisor to the Nominating Committee.

The Mission and Outreach Committee, which shall be responsible for assisting the pastorate in its ministry to those outside this congregation, for the sake of the Gospel, through the various mission and outreach projects and programs of the church. It shall keep the mission and outreach projects in the hearts and minds of the congregation; it shall review current congregational projects, programs and partnerships; it shall coordinate pledge drives, collections and special offerings for such projects and programs; and it shall initiate such new projects, programs and partnerships as needed.

C12.02.03. Each congregational representative, as chairperson of his/her respective committee, shall have power to create such other committees and subcommittees as necessary to carry out the duties and responsibilities of their office.

C12.04.01. The Congregation Council shall be for the purpose of conference between its constituent officers and organizations in order to promote unity, coordination and cooperation in the whole program of the congregation, including the auxiliary organizations, and may make recommendations to the congregation relative to its welfare.

C12.04.02. It shall be the duty of the Congregation Council to see to it that the House of God is not diverted to any uses contrary to its character.

C12.04.03. It shall be the duty of the Congregation Council to assist the pastor in the spiritual care of the congregation, to look after the sick and needy, and to examine and pass upon the qualifications of applicants for membership in the congregation.

C12.04.04. It shall be the duty of the Congregation Council to promote a Christian sense of stewardship among all the members of the congregation, and to that end, the Council has the authority to accept or reject any gift which, in its opinion, does not further the mission of Central Lutheran Church.

C12.04.05. In the case of a vacancy in the pastoral office, the Congregation Council shall make temporary arrangements for the usual functions of this office in conformity with C9.06. of the Constitution.

C12.05.01. The Congregation Council shall prepare and present a proposed budget for the ensuing year to the special congregational meeting held on the fourth Sunday of September for the purpose of election of officers and presentation of the proposed budget. The proposed budget shall include such items as:

(a) Salaries

(b) Pensions

(c) Synodical Budget

(d) Other Benevolences

(e) Utilities

(f) Pastor's Travel Expense

(g) Repairs and Maintenance

(h) Insurance

(i) Postage, Printing, Supplies, etc.

(j) Contingent Items

(k) Interest and Debt Reduction

C12.05.02. The Congregation Council shall arrange for the audit of the books of the treasurer prior to the annual congregational meeting, during the month of January, and at such other times as may be deemed necessary.

C12.08.01. The Congregation Council shall select the organist and the director of the choirs, and shall also select additional staff members, including the Director of Youth and Family Ministries. Their remuneration shall be fixed by the Congregation Council, subject to approval by the congregation.

CONGREGATION COMMITTEES (Constitution Chapter 13.)

C13.02.01. The Nominating Committee shall meet prior to the September congregational meeting, and at such other times as needed, to fill vacancies on the Congregation Council.

C13.03.01. The Audit Committee shall meet prior to the annual congregational meeting in January, for the purpose of auditing the books of Central Lutheran Church, and shall present its report at that meeting.

C13.04.01. The Staff Care and Support Committee shall meet with the ministerial and professional staff of the church quarterly, and at such other times as needed, to discuss topics of mutual concern. This committee shall also conduct an annual review of the staff’s performance.

C13.06.01. Memorial Fund

The Memorial Fund of Central Lutheran Church is established to provide an avenue to honor or memorialize a specific person, as well as to celebrate special events in our lives, and to provide funds to meet challenges, opportunities, and obligations not normally contained in or met by the annual budget and general fund of Central Lutheran Church.

The Memorial Fund shall be administered by the Congregation Council, which shall have full authority to determine how the monies in the Fund shall be used, which projects, efforts and undertakings will be supported, and the extent and amount of such support. The Congregation Council shall appoint a Memorial Fund Committee, as provided in C13.06., to provide input and recommendations for expenditures from the Fund.

The Chairman of the Memorial Fund Committee shall be responsible for keeping the records of the approved projects and the balances of the various accounts within the Memorial Fund, reporting these to the treasurer each month.

The treasurer of Central Lutheran Church shall be responsible for the management of all monies in the Memorial Fund, reporting the balances each month to the Congregation Council in conjunction with the report of the Memorial Fund Committee, and shall be responsible for disbursing the monies at the direction of the Congregation Council or its designee.

Contributions may be made to the Memorial Fund in one of three ways:

Undesignated monies, which shall be used for approved projects at the direction of the Congregation Council.

Monies designated for an already approved project or fund, such as the Organ Fund.

Monies designated for a project or fund not yet approved by the Congregation Council. If such a project or fund is not approved by the Congregation Council within one year from the date of the contribution, the monies shall automatically revert to the undesignated account within the Memorial Fund, and may be disbursed for any purpose approved by the Congregation Council. The Chairman of the Memorial Fund Committee shall explain this process to the donor(s) at the time the contribution is made or received.

ORGANIZATIONS WITHIN THE CONGREGATION (Const. Chapter 14.)

C14.02.01. The Congregation Council shall authorize all auxiliary bodies or organizations of the congregation, in accordance with this Constitution and Bylaws.