BYLAWS

THE FIRST CHURCH OF CHRIST, UCC

Woodbridge, Connecticut

As Originally Adopted

January 22,1982

And Amended

Including January 21,1983

May 19,1985 January 23,1987 January 29,1989

September 21,1986 September 2002

Historical Preamble

The Ecclesiastical Society was constituted by an Act of the General Assembly of Connecticut in the session of October, 1738. After describing the bounds of the parish, the ~ c t reads as follows:

'It is thereupon resolved by this Assembly, that abovesaid memorialists, inhabitants of New Haven and Milford situated and living within the bounds and limits above described, be and become together one entire, separate and distinct society or parish, subsisting and known by the name of the Parish of Amity, and endowed with all powers and privileges wherewith other parishes within this government are by law endowed. "

Since the incorporation of the Town of Woodbridge in 1784, thissociety of Amity has come to be known as The First Ecclesiastical Society, Woodbridge, Connecticut.

The Church was constituted by an Act of the General Assembly of Connecticut in the session of October, 1742. The Act reads as follows:

"Upon the memorial of Barnabas Baldwin, agent in behalf of the Society of Amity, praying this Assembly to have liberty to imbody into church estate: This Assembly grants liberty to said society to imbody into church estate, with the advice and approbation of the neighboring churches."

At a meeting convened pursuant to this Act on November 2 and 3, 1742, in the presence of delegates from eight neighboring churches, the Society was duly imbodied into church estate, the Reverend Benjamin Woodbridge was ordained as its first Pastor, and all members in full communion and regular standing acknowledged and consented to the following Covenant prepared by the Reverend Mr. Woodbridge:

O r i g i n a l Covenant of 1 7 4 2

I do b e l i e v e t h a t t h e r e i s . o n e only l i v i n g and true God, i n t h r e e persons, t h e Fa ther Son and Holy Ghost, Creator '

Preserver and Governor of t h e World. I do b e l i e v e t h a t God made Man a f t e r h i s own Form, c o n s i s t i n g

i n Knowledge, Righteousness and t rue Holiness , bu t many by h i s disobedience has f a l l e n from t h a t Holy and Happy S t a t e , has plunged himself i n t o a S t a t e of Sin and M i s e r y o u t of which S t a t e he cannot recover himself .

I do b e l i e v e t h a t J e s u s C h r i s t i s t h e E te rna l Son of God of one substance wi th t h e Fa the r , equal i n Power and Glory; and t h a t he was s e n t of t h e Fa the r i n t h e World, a s Mediator t o save S inner s , and doth execute t h e t h r e e f o l d o f f i c e of Prophet , P r i e s t and ~ i n g ; n e i t h e r is t h e r e s a l v a t i o n i n any o t h e r ; and he is set a s King of h i s Holy H i l l of z ion , do th and w i l l p reserve , p r o t e c t , and rule h i s Church by h i s Word, S p i r i t and O f f i c e r s he ha th set i n t h e same.

I b e l i e v e t h e n e c e s s i t y of F a i t h , repentance and Holiness of l i f e , i n order f o r Sa lva t ion .

I b e l i e v e t h e Holy S c r i p t u r e s t o be t h e Word of ~ & d and t h a t they a r e ab le , through t h e in f luence of t h e S p i r i t , t o make u s w i s e unto Sa lva t ion .

I b e l i e v e t h a t every p a r t i c u l a r Church ha th power t o choose t h e i r own Of f i ce r s ; and t h a t t h e P a s t o r , with t h e Brethren of t h e same, have Power and ought t o admit members and e x e r c i s e c h u r c h D i s c i p l i n e according t o t h e Rules of God's Word, i n r e l a t i o n t o a l l scandals t h a t f a l l o u t wi th in t h e same.

I do b e l i e v e t h e r e s u r r e c t i o n of t h e Dead and f u t u r e Judgement, i n which t h e r i g h t e o u s s h a l l be rewarded with e v e r l a s t i n g l i f e , and t h e wicked punished wi th e v e r l a s t i n g d e s t r u c t i o n .

And solemnly be fo re God and t h e whole Assembly i n t h e Meeting House e n t e r i n g i n t o Covenant wi th God and one another f o r t h e a t t end ing and c a r r y i n g on t h e Worship of God and t h e Ordinances of t h e Gospel i n t h i s form--You and each of you do a l s o now i n t h e awful presence of t h e dread Majesty of Heaven and Ear th before Angels and Men wi th t h e utmost ser iousness and S i n c e r i t y of Soul, avouch and Lord Jehovah t o be your Sovereign Lord a s Supreme good through J e s u s C h r i s t and solemnly devote and g i v e up yourse lves t o h i s f e a r and service and Engage yourse lves by t h e most sacred t i e s t o keep a l l h i s Conunanclments. You do a l s o g i v e up yourselves t o each o t h e r i n solemn Covenant t o walk t o g e t h e r i n Chr i s t i an fe l lowship i n a l l Gospel Ordinances and consc ient ious performance of a l l C h r i s t i a n Dut ies according t o t h e r u l e s of t h e Gospel s o long a s God i n h i s Providence s h a l l continue you i n t h i s p lace .

BYLAWS O F

THE FIRST CHURCH O F CHRIST, WOODBRIDGE woodbridge, Connecticut

Being by law c o n s t i t u t e d t h e Church, by vo te of its members taken a t a meeting he ld f o r t h a t purpose on January 2 2 , 1982 , adopts herewith t h e following Bylaws f o r t h e government of its a f f a i r s .

ARTICLE I - Name

The name of t h i s Church s h a l l be The F i r s t Church of Ch r i s t , Woodbridge.

ARTICLE I1 - Object

The ob jec t of t h i s Church s h a l l be t o proclaim t h e Kingdom of God. To t h i s end t h e Church s h a l l preach t h e gospel of J e s u s Ch r i s t , administer t h e sacraments of baptism and the Lord's supper, maintain pub l i c r e l i g i o u s worship and i n s t r u c t i o n , advance Chr i s t i an e n t e r p r i s e s , and provide a p lace of worship and appropr ia te o the r f a c i l i t i e s .

ARTICLE 111 - Powers

The Church may acqui re by purchase o r g i f t , devise , bequest o r otherwise and own, hold, i n v e s t , re - inves t o r d ispose of property, both r e a l and personal , f o r such work a s t h e Church may undertake; and may purchase, own, r ece ive , hold, manage, c a r e f o r , and t r a n s f e r , r e n t , l e a s e , mortgage o r otherwise encumber, sell, ass ign , t r a n s f e r and convey such proper ty and borrow funds f o r t h e gene ra l purposes of t h e Church.

ARTICLE I V - Denominational A f f i l i a t i o n

The Church f r e e l y j o i n s i t s e l f i n a s soc i a t i on w i t h t h e New Haven Associat ion of The United Church of C h r i s t and with The Connecticut Conference of The United Church of C h r i s t f o r purposes of mutual e f f o r t i n mission and maintenance of o r d e r and d i s c i p l i n e i n t h e o rd ina t i on of min i s t e r s . These a f f i l i a t i o n s do not g r a n t them any claim upon t h e property o r funds of The F i r s t Church of C h r i s t , Woodbridge, except i n cases where s p e c i f i c bequests o r g i f t s are made t o t h e Church f o r uses t o be designated by t h e New Haven Associat ion of The United Church of Chr i s t o r The Connecticut Conference of The United Church of Chr i s t .

ARTICLE V - Membership The members of this Church shall be persons who have been accepted by vote of the Board of Deacons upon confession of the christian faith, upon presentation of satisfactory letters of transfer from other churches, or upon reaffirmation of faith if letters are not available. Members are encouraged to attend regularly the services of worship, to contribute financially to the support of the Church and its benevolences, to participate in its life and work, to continue their Christian education, and to express their faith through service to the wider community.

A. Persons approved by the Board of Deacons shall be received into the fellowship of the Church at a worship service. Persons who are unable to attend public worship may be received in absentia by the Board of Deacons.

3. Any member desiring a letter of transfer to another church shall make a written request to the Clerk. Upon transfer, his name shall be removed from the membership roll of the Church.

C. Any other member who desires that his name be removed from the membership roll of the Church shall make a written request to the Clerk which shall be referred to the Pastor and the Board of Deacons for appropriate disposition.

D. No member shall be dismissed involuntarily for any reason except after due hearing and just cause, upon a three-fourths vote of the membership present at a duly called meeting of the Church especially warned for that purpose.

E. Members whose addresses have been unknown for three years or who for a period of three years have been absent from the fellowship of the Church, except for satisfactory reasons, shall be transferred to inactive status by vote of the Board of Deacons. Three months prior notice of such action shall be sent to those members whose addresses are known. From the date of such transfer, such persons shall cease to be reported on the membership roll. Upon written request, any person who has been transferred to inactive status may be restored to active status by vote of the Board of Deacons.

ARTICLE VI - Services A. One or more services of worship shall be held each sunday morning.

B. The sacrament of the Lord's Supper shall be administered not less than six tines each year, at such dates as m a y be prescribed by the Board of Deacons.

C. The sacrament of F3apti&m shall be administered upon request of any person who makes confession of ~hristian faith and to children upon request of their parents who accept responsibility to rear them in Christian faith, fellowship, and teaching.

D. Other services of worship may be held as determined by the Pastor and the Board of Deacons. .

ARTICLE VII - Pastor The Pastor shall be an ordained minister in good standing. The search for the Pastor shall be in accordance with Article X: B . 1 . e . The call of the Pastor shall be on a two-thirds vote of those present and voting at a meeting of thechurch to be called in accordance with the procedure specified under Article Xl: 3. If any other pastor is called, he shall be called under the same procedure as the Pastor.

The Pastor shall have charge of the worship services of the Church and shall carry on a ministry of preaching. He shall administer the sacraments and provide pastoral care and leadership with the participation of the Board of Deacons.

He shall serve as the administrative head of the Church and as such shall administer policy and program as formulated and adopted by the Church Council, and shall work in concert with the Officers, Boards and Special Committees. He shall be responsible for day-to-day supervision of all Support and Professional Staff and, in cooperation with the Personnel Committee, shall make recommendations through the Trustees to the Council for hirings and dismissals of Support Staff. Annually, he shall review with the Personnel Committee recommendations for setting salaries and salary changes in relationship to job descriptions and performances of all Support Staff. He shall work with the Boards and Special Committees in their preparation of budgets for submission to the Board of Trustees for use in developing the ~reliminary Annual Budget.*

At the May meeting of the Church, he shall make an annual report on the state of the Church and his professional activities. He shall be an ex-officio, non-voting member of the Church Council, Boards of the Church and Special Committees, except the Audit and Nominating Committees, and

* amended September 21, 1986

be entitled to be present at any meeting of any Church- sanctioned group except meetings during the time when his performance or salary is under discussion. The duties and responsibilities of any other pastors or pastoral assistants shall be determined by the Board o f Deacons.

In the event of the retirement, dismissal, withdrawal, resignation, or incapacity of any Pastor, the Board of Deacons shall appoint a committee representative of the church to recommend a successor.*

In order to dismiss any pastor, the Board of Deacons must, by two-thirds vote of those present and voting, recommend such action to the Church Council. Upon approval by a two-thirds vote of the Council, the action nay be recommended to the Church membership. Then, a two-thirds vote of those present at a duly called and warned meeting of the Church membership shall be recruired to dismiss anv oastor. All .. notices of any meetings of the Board of Deacons, the Church council, or the Church membership at which such action will be considered shall contain a special warning that such action will be considered.

ARTICLE VIII - Government The government of this Church is vested in its members, who exercise the right of control in all its affairs in legally assembled meetings as provided in Article XI.

The official financial year shall begin January 1. The official committee year shall begin July 1.

All Officers and members of Boards and Special committees, except the Treasurer, members of the Board of stewardship, and members of the Nominating Committee, shall assume their duties July 1 after their election in May. The Treasurer, members of the Board of Stewardship, and members of the Nominating Committee shall assume their duties immediately after their election in January. All Officers and members of Boards and Special committees shall continue in office until their successors are elected and qualified.**

All officers and persons serving on Boards and Special Committees must be members of the Church. No person may hold more than one elected office at any one time, except for persons serving on the Nominating Committee.**

* amended September 21, 1986 ** amended January 21, 1983

Hexhers of Boards and ~pecial committees who are absent and i n a c t i v e f o r three consecut ive meetings may be requi red t o r e s ign by v o t e of t h e Board o r Committee and t h e i r p l ace declared vacant .

The governing board of t h i s Church s h a l l be t h e Church council as provided i n A r t i c l e X .

ARTICLE I X - O f f i c e r s

The o f f i c e r s of t h i s Church s h a l l be a Moderator, Treasurer and Clerk. The Moderator and Clerk s h a l l be e l e c t e d each May f o r a term of one yea r , t o begin J u l y 1 following. The Treasurer s h a l l be e l e c t e d each January f o r a term of one year t o begin immediately.

A. MODERATOR

The Moderator is t h e Chairman of t h e Church counc i l and s h a l l :

p res ide a t a l l meetings of t h e Church counci l

p r e s i d e a t a l l meetings of t h e church membership

appoint A convener t o c a l l a meeting of any Board o r Committee, no t inc lud ing subcommittees, t o e l e c t a chairman when i t s members f a i l t o elect such wi th in one month fol lowing e l e c t i o n of its n e w members.*

g ive an annual r e p o r t a t t h e May meeting of t h e Church

A member may serve a s t h e Moderator f o r no more t h a n t h r e e successive one-year terms. A t leas t one yea r must p a s s before he may serve again.

B. TREASURER

The Treasurer s h a l l r e c e i v e and account f o r a l l funds of t h e Church, except a s o therwise d i r e c t e d by r e s o l u t i o n of t h e Board of Trus tees and except f o r Church School funds; s h a l l assume r e s p o n s i b i l i t y f o r t h e e n t r y i n books kept for t h a t purpose of a l l monies rece ived and disbursed on account the reof ; and upon proper a u t h o r i t y from t h e Board of Trustees , s h a l l make, draw, endorse and accept checks, n o t e s and o ther n e g o t i a b l e instruments . He s h a l l keep a record of a l l payments made on pledges and upon r e q u e s t ,

amended September 2 1 , 1986

f u r n i s h any c o n t r i b u t o r wi th a s t a t emen t t h e r e o f . He s h a l l make a n annual r e p o r t of a l l r e c e i p t s and disbursements a t each January meet ing of t h e Church and, a t o t h e r t imes , upon t h e r e q u e s t of t h e Board of Trustees. The Treasurer s h a l l be a member of t h e Church counc i l . H e s h a l l b e an e x - o f f i c i o member of t h e Board o f T rus t ee s .

C. CLERK

The Clerk s h a l l :

1. keep a r e c o r d of o f f i c i a l meet ings of t h e Church membership.

2 . keep a r e c o r d of names and add res se s of members of t h e Church, d a t e s and modes of t h e i r r e c e p t i o n and t r a n s f e r o r removal: and a l l r e c o r d s of bap t i sms , d e a t h s and marr iages . He s h a l l i s s u e letters of t r a n s f e r a s au tho r i zed by t h e Pas tor o r t h e Board of Deacons, n o t i f y i n g t h e churches t o vkich they a r e addressed ; p re se rve on permanent f i l e a l l communications of l a s t i n g s i g n i f i c a n c e and such o f f i c i a l r e p o r t s a s may be determined by t h e Board of Deacons; n o t i f y a l l persons e l e c t e d and appoin ted t o o f f i c e s and committees; g i v e r e q u i r e d n o t i c e of meet ings; conduct correspondence and perform such o t h e r d u t i e s a s u s u a l l y p e r t a i n t o t h e o f f i c e of c l e r k o r s e c r e t a r y of an assembly. The C le rk may choose t o d e l e g a t e t h e d u t i e s descr ibed i n t h i s paragraph C.2., t o t h e church o f f i c e , except s i g n a t u r e s on o f f i c i a l correspondence.

3 - be a member of t h e Church Council and keep a record of its meetings.

ARTICLE X - Administrative Structure

A. THE CHURCH COUNCIL

1. The governing board of this church shall be the Church Council which shall consist of the Moderator, the Treasurer, the Clerk, the Chairperson of the Board of Deacons, Board of Trustees, Board of Christian Education, Board of Christian Service, Board of Stewardship, Board of Music, and the Personnel Committee** two Church members-at-large, and a duly authorized representative of the Women's Fellowship, the Men's Fellowship, and the Pilgrim Fellowship.* * amended September 2 1, 1986 **amended September, 2002

The two at-large members on the Council shall represent the broad interest of the Church and not a particular element, Board or program area. Each shall be elected for two years such that one is elected each year. ~t least one year shall pass at the end of a term before an individual may serve again.

The Moderator shall be Chairman of the Council. In the absence of the Moderator, the Council shall choose its own Chairman pro-tem. The Cleric shall be the Secretary of the Council and shall keep a record of its proceedings.

The Church Council shall:

a. act as the coordinating body of the Church with the authority to adopt, implement and amend policy according to the will of the Church meetings and to undertake necessary actions on behalf of the Church except those otherwise provided for in these Bylaws.

b. approve the Preliminary and Final Annual Budgets as prepared by the Board of Trustees, before submission to the Church membership for approval and adoption, respectively.

c. upon recommendation of the Board of Trustees, approve all non-budgeted expenditures, except for emergency maintenance and repairs. For any non-budgeted expenditure or commitment, other than for emergency maintenance and repairs, which exceeds 10% of the total operating budget, a two-thirds vote of the Church membership at a duly called and warned meeting shall also be required.

d. appoint ad-hoc committees that the Council may deem desirable. Such committees may be appointed from within the council and/or the congregation.

e. nominate candidates for membership on the ~ominating Committee to be elected by the Church membership at the January meeting.

f. upon recommendation of the Nominating Committee, be responsible for filling, until said term expires, all vacancies occurring among the Officers and members of Boards or Special Committees, except the Nominating Committee. Vacancies on the Nominating Committee itself shall be filled by the Council until said term expires without recommendation of the Nominating Committee. *

* amended January 29, 1989

g. prepare agendas, e s t a b l i s h da tes , and i n s t r u c t t h e Clerk t o i s s u e the c a l l f o r m e e t i n g s of t h e Church membership, and review t h e minutes of the most recent meeting of the Church membership a t its next r egu la r meeting.*

h. a c t on recommendation of t h e Board of Trustees concerning h i r i n g s and d i s m i s s a l s of a l l support and P r o f e s s i o n a l S t a f f except p a s t o r s .

i. e s t a b l i s h g u i d e l i n e s f o r use of church p roper ty .

3 . Actions of t h e Council may be taken, a quorum being p resen t , upon a s imple majori ty vote of t h o s e p r e s e n t a t a meeting, wi th t h e following exceptions:

a . agreement of two-thirds of those p r e s e n t is requ i red t o approve budgets f o r submission t o t h e Church membership.

agreement of n a t e candida

two-thirds of those p resen t is requ i red t o tes f o r e l e c t i o n t o t h e Nominating Committee.

c. agreement of two-thirds of those p resen t is requ i red t o recommend t o t h e Church membership t h e d i s m i s s a l of a Pas to r .

4 . The Council s h a l l hold a t l e a s t s i x meetings a yea r . ~ e e t i n g s s h a l l b e c a l l e d by t h e Chairman and s h a l l a l s o be c a l l e d upon w r i t t e n reques t t o t h e Clerk s igned by f o u r m e m b e r s of t h e Council. Reasonable no t i ce of a l l meetings s h a l l be given t o each member. Meetings of t h e Council s h a l l be open t o t h e m e m b e r s of t h e Church excep t when execut ive s e s s i o n is c a l l e d by a majori ty v o t e o f t h o s e Council Members p resen t .

B. BOARDS OF THE CHURCH

The Boards of t h e Church s h a l l be t h e Board o f Deacons, t h e Board of Trus tees , t h e Board of Chr i s t i an Educat ion, t h e Board of C h r i s t i a n Service , t h e Board of Stewardship, and t h e Board of Music.*

Each Board s h a l l be comprised of nine m e m b e r s ; three members e l e c t e d each May f o r three-year terms beginning J u l y 1 following, except t h e Board of Deacons which s h a l l be comprised of f i f t e e n members; five members e l e c t e d each May f o r three-year terms beginning July 1 fol lowing. The Board of Stewardship comprised of n ine members; t h r e e members e l e c t e d each January for three-year terms beginning March 1 following. A t l e a s t one year must pass a t t h e end of a term before an i n d i v i d u a l may serve again on t h e same Board.**

* amended September 2 1 , 1986 * * amended May 19, 1985 and September 2 1 , 1986

Each Board shall elect a chairman, Vice-Chaiman/Co-Chairman, and Secretary from its membership. To help carry out its responsibilities, each Board may establish committees and prescribe their duties. Committee members may be selected from the congregation.*

All votes shall carry by a majority of those members present and voting, a quorum being present, unless otherwise provided by these Bylaws.

Each Board shall regularly inform the Church council of its plans and activities, and make a written report of its activities to the Church at the May meeting and to the Church Council upon its request. Each Board Chairman shall designate an alternate from his Board with proxy if the chair is unable to attend a council meeting.

Meetings shall be called at the discretion of the Chairman and shall also be called upon written request to the Chairman signed by one-third of the members of any such Board. Reasonable notice of all Board meetings shall be given to each member.

Each Board shall submit budgetary requests covering all activities under its jurisdiction to the Board of Trustees for use in developing the Preliminary Annual Budget for the next fiscal year. Boards may interchange line items in their budgets but shall expend only that money authorized in the Final Annual Budget unless special approval is granted by the Council following a recommendation from the Board of Trustees.

1. The Board of Deacons

The Board of Deacons shall:

a. cooperate with the Pastor in ministering to the spiritual interests of the Church and community, assist the Pastor in preparing and administering the sacraments, and care for the poor, the sick, the sorrowing, and the stranger.

b. approve changes in Church membership and make an annual review of the membership roll prior to the May meeting.

c. except for satisfactory reasons, transfer to inactive status those members whose addresses have been unknown for three years or who for a period of three years have been absent from the fellowship of the Church.

d. be responsible for greeters, ushering, coffee hours, and flowers for worship services. * * amended September 21, 1986

-9-

e. appoint a search committee representative of the Church to search for and to recommend a successor in the event of the retirement, dismissal, resignation, withdrawal or incapacity of a pastor, or in the event that a new pastor is to be added to the ministerial staff, and such Search Committee shall consult appropriate Boards or Committees in completion of job descriptions, rules, and regulations concerning responsibility in the use of the parsonage, salary, and other benefits offered and negotiated with any new pastor with all resulting covenants or contracts to be signed by the Moderator.*

f . when necessary, seek and recommend.engagement of pastoral assistants.

g. prepare and keep current job descriptions of all pastors and pastoral assistants. It shall also cooperate with the Personnel Committee and the Pastor in an annual review of their performance, salary, and benefits.*

h. when deemed appropriate, by a two-thirds vote, recommend to the Council the dismissal of a Pastor.

Deacons whose terms on the Board of Deacons have ended and who continue to be members of this Church shall be encouraged to assist the Board of Deacons in the discharge of its responsibilities and they with the current members of the Board of Deacons shall constitute the Diaconate.

2. The Board of Trustees

The Board of Trustees shall:

a. have the care and custody of all property of the Church, both real and personal, heretofore and hereafter acquired; collect, manage, disburse, and invest all funds or property collected, subscribed, donated or bequeathed to the Church; and generally manage its affairs, except as otherwise provided in these Bylaws; and shall provide appropriate funds for maintenance and repair of Church property including appropriate insurance coverage.

The Board shall have no power to buy, sell, mortgage or transfer property or borrow funds without specific authority given by a two-thirds vote of those church members present and voting, a quorum being present, at a duly called and warned meeting of the Church.

b. within guidelines established by the Council, determine and manage appropriate rentals of Church property.

* amended September 21, 1986

c. for investment purposes, subject to the laws of the State of Connecticut and "the prudent man rule,"' have the care, management and control of the Endowment Fund, the Amity parish Fund, and other Trust Funds and properties as may, from time to time, be entrusted to it. *

With respect to the purchase, sale or transfer of securities and the receipt and disbursement of all such funds, its powers may be exercised in consultation with fiduciaries selected by the Board of Trustees. Custodianship shall be placed in a responsible financial institution to be selected by the Trustees. ~t shall encourage contributions to the Church, but it shall have the authority to decline, on behalf of the Church, any contributions offered that are subject to conditions, if it determines that said conditions are not in the best interest of the Church. *

It shall maintain and preserve the separate identities of all property and funds subject to its care and control in accordance with the terms of gift, provided that unless otherwise directed by such terms of gift, it shall not be required to make physical segregation of a particular gift but may at its discretion hold the same or its proceeds as an undivided fund for the purpose of management and investment. It shall appoint a Planned Giving Committee of at least three persons, one of whom shall be the Treasurer, to assist with the solicitation and administration of capital contributions. * d. provide adequate fidelity bond coverage for the Treasurer, and others as deemed necessary.

e. appoint a person to serve as Assistant Treasurer who shall perform such duties as may be assigned to him by the Treasurer or the Board of Trustees. In the absence or disability of the Treasurer, the Assistant Treasurer shall succeed to all his powers and duties and then shall sit on the Church Council but may not be its chairman.

f. review all budgetary requests from Boards and Special Committees in developing the Preliminary Annual Budget.

g. present the Preliminary Annual Budget to the Church Council for approval and submission to the Church membership for approval at "the September meeting.

h. upon the conclusion of the annual canvass, present the annual financial report: along with the Final Annual Budget to the Church Council for approval and recommendation to the Church membership for approval and adoption, respectively, at the January meeting.

* amended January 29, 1989

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The adoption of a budget by the membership shall constitute the authority to appropriate funds to be expended for the purposes set forth therein contingent upon approval by the Board of Trustees.

i. review and approve monthly financial reports prepared by the Treasurer, covering receipts and disbursements of Church funds . j. review and recommend to the Council all requests for non- budgeted expenditures except for emergency maintenance and repairs.

k. prepare and keep current job descriptions of support personnel under its jurisdiction, and shall cooperate with the Personnel Committee in an annual review of their performance, salary, and benefits.*

1. review with the Personnel Committee recommendations for hirings and dismissals for Support and Professional Staff other than pastors and submit such recommendations to the council for action.

m. maintain a responsible view toward historic preservation and possible improvement of Church buildings and grounds.

n. determine the distribution or reinvestment of current and accumulated income from funds not specifically designated for a particular use. ** Unless otherwise specified by the Church Council, the Chairman of the Board of Trustees may execute contracts or other instruments in the name of and on behalf of the Church when such contracts or other instruments have been authorized by the Board of Trustees.

3. The Board of Christian Education

The Board Christian Education shall :

a. advance the teachings of the Church by creating programs of education for the Church with particular attention to Bible study, Church history, and the nature of Christian living.

* amended September 21, 1986 ** amended January 29, 1989

b. prepare and keep cu r r en t job descriptions for all Church School Staff. It s h a l l a l s o cooperate w i t h t h e Personnel committee and the Pas tor i n an annual review of t h e i r performance and s a l a ry .

c. maintain and superv i se a program of C h r i s t i a n educat ion f o r chi ldren .

d. maintain and supervise , i n cooperat ion wi th t h e designated l e a d e r s , a program of youth min i s t ry .

e . o f f e r programs of Chr i s t i an educat ion f o r a d u l t members of t h e Church.

f . provide programs of common i n t e r e s t t o a l l age groups of t h e Church.

g . be respons ib le f o r disbursements f o r t h e opera t ing expenses of t h e Church School and f o r i ts benevolences.

h . appoint an ind iv idua l t o keep account of a l l r e c e i p t s am expenditures of t h e Church School and submit a r e p o r t t o t h e Church Treasurer p r i o r t o t h e January meeting of t h e Church.

4 . The Board of Chr i s t i an Service

The Board of Ch r i s t i an Service s h a l l :

a . p resen t and i n t e r p r e t t o t h e congregat ion t h e meaning and purpose of Our C h r i s t i a n World Mission and o t h e r mission endeavors t h a t t h e Church supports o r might support .

b. cooperate wi th o the r organiza t ions and groups of t h e Church i n any m a t t e r s p e r t a i n ing t o mission.

c. submit a proposed mission fund budget t o t h e Board of Trus tees f o r u se i n developing t h e Prel iminary Annual Budget.

d. determine t h e d i s t r i b u t i o n of those funds, from whatever source der ived, as a r e s p e c i f i c a l l y des ignated f o r mission support , a c t i n g i n accordance w i t h gu ide l i ne s which may be set f o r t h from t i m e t o t ime by t h e Church membership o r Council. **

e . (de le ted) **

** amended January 29, 1989

f. maintain open communications with the congregation tzo explain the distribution of funds, using newsletters, hearings, guest speakers or whatever means seem appropriate to it in addition to a written annual report.

9. cooperate with the Board of stewardship in promoting financial support of the Church and its mission.

5. The Board of Stewardship

The Board of Stewardship shall:

a. maintain, with the consultation and approval of the Church Council, a long range plan of stewardship.

b. annually obtain contributions and pledges for the expenses of the Church and pay over and deliver them to the Treasurer.

c. upon the conclusion of each annual canvass, perform an evaluation of the plans and results with recommendations for appropriate change for the year (s) following .

6.

The

a.

b.

c.

c.

The

The Board of Music

Board of Music shall:

prepare and keep current job descriptions for music personnel, and cooperate with Personnel Committee and the Pastor in an annual review of their performance and salary.

cooperate with the Pastor, Board of Deacons and music personnel in providing music programs for the Church.

oversee the equipment, supplies and music of all components of the Church musical programs.*

SPECIAL COMMITTEES OF THE CHURCH

special committees of the Church shall be the Nominatinq Committee, Personnel Committee, Audit Committee, ~istorian, - and Delegates to the New Haven Association and Connecticut Conference. All votes shall carry by a majority of those members present and voting, a quorum being present, unless

* amended September 21, 1986

otherwise provided in these Bylaws. Meetings shall be called at the discretion of the Chairman and shall also be called upon written request to the Chairman signed by one-third of the members of any such c o m i t t ~ @ - Reasonable no t i co of all committee meetings shall be given to each member.*

Each Special Committee shall submit budgetary requests covering all activities under its jurisdiction to the Board of Trustees for use in developing the Preliminary Annual Budget for the next fiscal year. special committees shall expend only those funds authorized in the Final Annual Budget unless special approval is granted by the Board of Trustees.

The Nominating Committee

The ~ominating Committee shall:

a. consist of six members; four to be nominated by the Church Council (two each year) and elected to serve for two years; and two to be nominated from the floor (one each year) at each January meeting and elected to serve for two years. The committee members shall assume their duties immediately upon election at the January meeting. At least one year must pass at the end of a term before an individual may serve again. The Committee shall annually elect its own Chairman.

b. cooperate with any Board, in locating persons to serve on any Committee of that Board.

c. make nominations for the Moderator, the Clerk, At-Large Council Members, members of the Board of Deacons, Board of Trustees, Board of Christian Education, Board of Chris t ian Service, and the Board of Music, members of the Personnel Committee, the Audit Committee, the Historian, the Delegates to the New Haven Association and Connecticut Conference to be elected at the May meeting; and for the Treasurer and members of the Board of Stewardship to be elected at the January meeting. The Committee shall publish and distribute to the membership the proposed slate at least ten days prior to the appropriate election.*

As vacancies occur in these positions, the Committee shall make recommendations to the Church Council to fill the vacancies until said term expires for that position. **

Tn makina nominations to fill the elected positions, the Committee should strive for as broad a representation o f the Church membership as possible, and should actively solicit suggestions for nominees from the membership.

* amended September 21, 1986 ** amended January 29, 1989.

At elections, members shall have the right to make nominations from the floor. ~ l l nominations, whether by the Committee or from the floor, must have the consent of the nominee to serve if elected. All nominees must be willing and able to actively fulfill the obligations of the position.

2. The Personnel Committee

The Personnel Committee shall:

a. consist of three members, each elected to serve for three years such that one member is elected each May to take office July 1 following. At least one year must pass at the end of a term before an individual may serve again. The Committee shall annually elect its own Chairman.

b. act as a coordinating body with the Pastor to facilitate recommendations for setting and changing salaries of all paid support and professional staff.*

c. review with Board of Deacons and Board of Trustees recornendations for salary and benefit changes of the pastors. *

d. make recommendations through the Board of Trustees to the Council for hirings and dismissals of Support and Professional Staff other than pastors.

e. be available for counseling with, and assistance to, all Boards and Committees in matters that pertain to personnel.

3. The Audit r3nunittee

The Audit Committee shall:

a. consist of two Auditors, each elected for two years such that one is elected each May to take office July 1 following. At least one year must pass at the end of a term before an individual nay serve again.

b. annually audit the legal books and records of the Church funds and operating accounts, and report its findings at the January meeting.

* amended September 21, 1986

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c. be independent from all other financial activities of receiving, disbursing, recording or accounting for any of the Church s funds . d. when deemed appropriate and properly authorized by the Board of Trustees, retain professional auditors to assist - them.

4. The Historian

The Historian shall:

a. be elected each year to serve for one year and shall be eligible for re-election.

b. be responsible for the care of historical records, and for the collection and preservation of historical data and artifacts of the Church.

c. when necessary, appoint members of the Church to advise the Board of Trustees in preserving architectural integrity of Church buildings and grounds.

5 . Delegates to New Haven Association and Connecticut conference*

The Delegates shall:

a. be elected for a three-year term with one-third to be elected each May to take effect July 1 following. Delegates may succeed themselves for a second term.*

b. choose a Senior Delegate who with the Senior Pastor will assume responsibility for attendance of delegates at meetings of the New Haven Association and the Connecticut Conference. and arrange for reports to the membership.*

The Church Council in cooperation with the Senior Pastor will determine the number of delegates to the Connecticut Conference as designated by its Constitution and Bylaws. and to the New Haven Association as designated by its Bylaws and as needed by an increase or decrease in the membership.*

* amended September 21, 1986

ARTICLE X I - Meetings

A . Each y e a r the Clerk, upon v o t e of t h e Church Council, shall issue the ca l l for three regular meet ings of t h e Church membership t o adopt and amend p o l i c y , t o h e a r and approve p l a n s , t o h e a r annual r e p o r t s , t o approve and adopt budgets , and t o conduct e l e c t i o n s .

The c a l l of such meetings s h a l l be posted by t h e Clerk i n a conspicuous p l a c e i n t h e v i c i n i t y of t h e Meetinghouse for a t l e a s t t e n days be fo re t h e t ime appointed f o r such meetings, read from t h e p u l p i t on each of two Sundays preceding t h e meetings and announced i n a n e w s l e t t e r m a i l e d t o each member a t l e a s t t e n days i n advance of t h e meetings.

A t t h e meetings, t h e Church membership s h a l l be provided an oppor tuni ty t o address i s s u e s i n t h e l i f e and ope ra t ion of t h e Church.

1. The f i r s t r e g u l a r meeting s h a l l be c a l l e d i n January t o hea r t h e T r e a s u r e r ' s annual f i n a n c i a l r e p o r t and t h e Audit committee 's r e p o r t , t o adopt t h e F i n a l Annual Budget, t o e l e c t t h e Treasu re r , t h e members of t h e Board of s tewardship , and t h e members of t h e Nominating Committee, and t o h e a r and approve p lans advanced by t h e Church Council .*

2 . The second r e g u l a r meeting s h a l l be c a l l e d i n May t o e l e c t o f f i c e r s , Board members, except t h e Board of Stewardship, t o elect Spec ia l Committee members, t o h e a r annual r e p o r t s of t h e Pas to r s , t h e Moderator, a l l Boards and o t h e r s and t o h e a r and approve plans .*

3 . The t h i r d r e g u l a r meeting s h a l l be c a l l e d i n September t o approve t h e Prel iminary Annual Budget f o r t h e fo l lowing y e a r , t o h e a r and approve p l a n s and t o empower t h e O f f i c e r s and Boards of t h e Church t o conduct t h e b u s i n e s s of t h e Church from January 1 u n t i l adopt ion of t h e F i n a l Annual Budget.

B. S p e c i a l meet ings may be c a l l e d by t h e Church Council and a l s o s h a l l be c a l l e d upon t h e w r i t t e n r e q u e s t , addressed t o t h e Clerk , of twenty-five members of t h e Church upon n o t i c e as s p e c i f i e d i n paragraph A above. The ca l l of each s p e c i a l meeting s h a l l s ta te t h e o b j e c t of t h e meet ing, and no bus iness s h a l l be conducted a t such s p e c i a l meet ings except as s t a t e d i n t h e c a l l .

* amended September 2 1 , 1986

C. A quorum a t any meeting of t h e Church s h a l l c o n s i s t of f i f t y members. A major i ty vote of those p r e s e n t and vo t ing s h a l l c o n t r o l u n l e s s otherwise s p e c i f i e d i n t h e s e Bylaws.

D. A l l m e m b e r s , i r r e s p e c t i v e of age, s h a l l be e l i g i b l e t o vote .

E. The Moderator s h a l l p res ide a t a l l meetings of the ' Church. I n t h e absence of t h e Moderator, t h e P a s t o r s h a l l convene t h e Council which s h a l l choose a moderator pro-tern f o r t h e meeting of t h e Church.

ARTICLE X I 1 - Amendments

These Bylaws may be a l t e r e d o r amended by a two- th i rds v o t e of t h o s e members p resen t and vo t ing a t any r e g u l a r o r s p e c i a l meeting of t h e Church, but no change s h a l l be made u n l e s s n o t i c e of t h e proposed amendment is i n s e r t e d i n t h e c a l l of s a i d meeting.

Any proposed a l t e r a t i o n o r amendment w i l l be recommended by t h e Church Council o r by an ad hoc committee des igna ted by a r e g u l a r o r s p e c i a l meeting of t h e membership f o r approval a t t h e next r e g u l a r o r s p e c i a l c a l l e d meeting of t h e membership.*

Any a l t e r a t i o n o r amendment of t h e Bylaws t h a t has been approved by t h e membership a t a c a l l e d Church meeting s h a l l be incorpora ted immediately i n t o t h e body of t h e Bylaws.*

ARTICLE X I 1 1 - Rules of Order

Roberts Rules of Order Newly Revised s h a l l be t h e par l iamentary a u t h o r i t y f o r a l l m a t t e r s of procedure n o t s p e c i f i c a l l y covered by t h e s e Bylaws o r by s p e c i a l r u l e s of procedure adopted by t h e Church membership.

* amended January 2 3 , 1987

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APPENDIX A

Chart: Administrative Structure

APPENDIX B

Glossary

AMITY PARISH FUND-- The repository of any-monetary c ~ i f - b or bequest which is unrestricted as to distribution of its principal.*

CANVASS-- A Stewardship approach in which all members are individually solicited.

CHAIRMAN-- The word "chairmanu can refer to either a male or female.

CONGREGATION-- All persons in attendance at worship services of the Church constitute the "congregation." The congregation may include both members and friends of the Church. A "friend" of the Church is a non-member who supports and/or participates in the Church.

ENDOWMENT FUND-- The repository of any monetary gift or bequest which is restricted as to distribution of its principal by the terms of the gift or bequest.*

HE-- The pronoun "he" (as well as "himw and "hisM) is used throughout to refer to either a male or female.

MEMORIAL REGI5TER-- The peri rpnent record of all bequests, restricted and unrestricted, received by the Church and of all gifts made in memory of members or friends of the Church. Maintenance of the Memorial Register shall be a duty of the Treasurer of the Church.*

HISSION-- When the Church uses its financial, human or real resources to support or promote an enterprise beyond the operating business of the Church, such use is called fimission".

OUR CHRISTIAN WORLD MISSION-- All funds which the Church contributes to the basic support of the United Church of Christ are termed "Our Christian World Mi~sion.~

PASTOR-- Whenever an ordained (or soon to be ordained) person is called and settled within the congregation, and when such a call and settlement are of indefinite duration, such person(s) shall be called

* amended January 29, 1989

PASTORAL ASSISTANTS-- When persons are hired for a specific length of time to assist in the pastoral ministry of the Church, such persons are called (for the purposes of these Bylaws) "pastoral assistants."

PROFESSIONAL STAFF-- All paid personnel who, in cooperation with the officers, Boards, and committees, directly or indirectly administer the life of the Church shall be called Professional Staff.

QUORUM-- A "quorum" shall be more than fifty percent (50%) of a Board or Committee membership; except as otherwise noted in these Bylaws.

STEWARDSHIP-- When a structured program of solicitation invites members and friends of the Church to contribute money and/or time to the Church, such a program is called "Stewardship.

SUPPORT STAFF-- All paid personnel who, in cooperation with the professional staff, perform clerical or manual duties shall be called Support Staff.