Constitution and Bylaws of St. Matthew's Evangelical - NALC

This is the CONSTITUTION AND BYLAWS of St. Matthew’s Evangelical - NALC, 5047 N.W. Gateway Ave., Riverside, MO 64150, originally Adopted June 6, 2010, modified effective October 2, 2011 to reflect the Church’s affiliation with the North American Lutheran Church ("NALC"), and including amended Article VIII, Section 8(d) approved at the Annual Meeting of Members, January 22, 2012.

ARTICLE I – NAME and LOCATION

The name of this Church is St. Matthew’s Church of Riverside, dba St. Matthew’s Evangelical (or dba St. Matthew’s Evangelical Lutheran), located at 5047 N.W. Gateway Ave., Riverside, Missouri 64150 (hereinafter referred to as “the Church”). The Church is a not-for-profit corporation under Missouri law and Section 501(c)(3) of the Internal Revenue Code.

ARTICLE II – PURPOSE

Section 1. It shall be the purpose of the Church to maintain in its community a Christian witness and to proclaim the Gospel of the Lord Jesus by all available means.

Section 2. The Church is organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law (“Code”). The Church shall have other legal purposes and powers permitted a corporation organized under the Missouri Nonprofit Corporation Act and within the scope of Section 501(c)(3) of the Code.

Section 3. No part of the earnings of the Church shall inure to the benefit of or be distributed to its members, consistory members, directors, officers, trustees, or other private persons, except that the Church shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation or these Bylaws. No substantial part of the activities of the Church shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Church shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Bylaws or the Articles of Incorporation, the Church shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.

ARTICLE III – AFFILIATION

Section 1. Effective October 2, 2011, the Church subscribes to the constitution of the NALC and will act in accordance with it. The Church shall call only pastors who are members of the NALC or otherwise are authorized by the NALC to serve. The Church shall appoint only commissioned lay leaders who are members of the NALC or otherwise are authorized by the NALC to serve.

Section 2. In keeping with the Church’s vision, purpose, doctrine and theology, the Church reserves the right to alter, amend, dissolve or adopt any denominational affiliation subject to the following provisions and procedure: Upon the recommendation of the Pastor and the Consistory, followed by a two-thirds (2/3) affirmative vote of the Members present at a meeting duly called for such purpose. Additionally, the Church may not at any time enter into any affiliation that would limit the Church’s right of exclusive self-government or that would cause any body or organization other than the Church to have an interest in the Church’s real or personal property.

ARTICLE IV – CONFESSION

Section 1. The Holy Scriptures of the Old and New Testaments are recognized as the Word of God and the ultimate rule of Christian faith and practice. The doctrinal standards of this Church are Luther’s Catechism, and the Unaltered Augsburg Confession. They are accepted as the authoritative interpretation of the essential truth taught in the Holy Scriptures.

Section 2. Effective October 2, 2011, the Church also incorporates Article 2 of the constitution of the North American Lutheran Church (the “NALC”), confessing:

2.01. The Triune God – Father, Son, and Holy Spirit

2.02. Jesus Christ as Lord and Savior and the Gospel as the power of God for the salvation of all who believe.

a. 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.

b. 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.

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

2.03. The canonical Scriptures of the Old and New Testaments as the inspired Word of God are the authoritative source and norm of its proclamation, faith and life, "according to which all doctrines should and must be judged." (Formula of Concord, Epitome, Part I)

2.04. The Apostles’, Nicene, and Athanasian Creeds as true declarations of the faith of the Church.

2.05. 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.

2.06. 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.

2.07. 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.

Section 3. In instances where these doctrinal standards may differ, in accordance with the liberty of conscience inherent in the Gospel, Members are allowed to adhere to the interpretation of one of these documents, or rely entirely on the passages of Scripture related to the matter involved. However, in each case the final authority is the Word of God, as contained exclusively in the Holy Scriptures of the Old and New Testaments.

ARTICLE V – MEMBERSHIP

Section 1. New Members. Persons who have been duly received into the Church’s communion by (1) baptism and confirmation, or (2) baptism and profession of faith, or (3) letter of transfer from another church of any recognized denomination, shall be Members of this congregation and shall be entitled to the rights and privileges of membership. Those who come into the Church through letter of transfer or profession of faith shall be encouraged to receive Confirmation or membership instruction from the Pastor. If a question arises as to whether or not a particular individual qualifies for Membership on the basis of the requirements as stated herein, the Pastor shall be the final authority in determining if those standards have indeed been met.

Section 2. Requirements of Members. Members are expected to:

A. lead a Christian life, providing evidence that his/her profession of faith and the living of his/her life are consistent with the spiritual standards and practices as provided in the New Testament for all professing disciples of Christ Jesus.

B. insofar as possible, be faithful in attendance at all public worship opportunities provided by the Church including participation in the Lord’s Supper; and assume personal responsibility for his/her own spiritual growth through an active prayer life and a regular, systematic reading and study of God’s Holy Word.

C. contribute to the support of the Church, both financially and spiritually to the best of their ability and understanding with special emphasis in the areas of stewardship, evangelism and mission.

Section 3. Definition of Membership.

A. An Active Member is a person who is considered to be in good and regular standing, and who has been received into the Church by its recognized process of membership. Any reference in this document to “Member” (unless it specifically denotes “Inactive Member”) means “Active Member”.

B. An Inactive Member is a member who, in the discretion of the Consistory, shall be considered as one who has shown little or no spiritual or financial interest in the Church for a period of 12 consecutive months.

C. All Active Members of the Church are entitled to vote at meetings of the Members.

Section 4. Disciplinary Matters. If there is any occasion for special disciplinary action with respect to a Member, this shall be left to the discretion of the Pastor and the Consistory.

ARTICLE VI – MEETINGS OF THE MEMBERS

Section 1. Annual Meetings. The Church shall hold an Annual Meeting of the Members on a designated Sunday during the month of January of each year, for the purposes of (a) filling vacant positions on the Consistory, (b) approving the Church Budget, (c) hearing the Pastor’s Report, Treasurer’s Report and other reports and information pertaining to the past year, (d) and for discussion of other matters pertaining to the Church.

The date and time of the Annual Meeting shall be determined by the Consistory and made known by publishing the same in the Church Bulletin for at least two Sundays prior to the Annual Meeting. Notice of such meeting may also be posted on the Church’s website, if such website then exists.

Section 2. Special Meetings; Notice. Special meetings of the Members may be called by the Pastor, the Consistory, or upon the written request of three (3) Members. Notice of a Special Meeting, setting forth the business to be transacted at the meeting, shall be given by announcing, and/or publishing in the Church Bulletin, the date and time of the meeting on two (2) consecutive Sundays before the date of the meeting. The Consistory may, but is not required to, give notice to Members personally, by mail, e-mail or telephone. If such notice is mailed, it shall be mailed at least ten (10) days prior to the meeting. Only such business as has been mentioned in the notice may be transacted at a Special Meeting.

Section 3. Quorum; Voting. The Members present at the Annual Meeting or other meeting duly called shall constitute a quorum for the transaction of any meeting of the Members. Each Member shall have one (1) vote. Except where a 2/3 Vote is otherwise required, a Majority Vote of those Members present at a meeting constitutes the valid action of the Members.

Section 4. Purposes of Meetings of Members. The purposes for which meetings of the Members must be held are those which require Member Vote, such as the following: (a) affiliation with a denomination; (b) election of the Consistory and approval of the budget at Annual Meetings; (c) the election or removal of the Pastor; (d) the amendment of the Church’s Articles of Incorporation and its Constitution and Bylaws, (e) the sale or disposal of substantially all of the assets of the Church, (f) the dissolution of the Church, and (g) any another matters that are set forth herein to be voted on by the Members, or which the Consistory determines should be voted on by the Members.

Section 5. Informational Meetings. The Consistory and/or the Pastor may call informational meetings of the Members, with or without notice, for the purpose of providing information and obtaining input of the Members on the activities and concerns of the Church, but not for the purpose of addressing issues that require a Member vote.

Section 6. Attendance by Non-Members/Inactive Members. Interested persons who are not Active Members may attend meetings of the Members, but will not be allowed to vote.

ARTICLE VII – THE PASTOR

Section 1. Eligibility. The Members shall elect as Pastor only an individual who has completed a course of formal theological education at an accredited seminary or similar institution and has been duly ordained by a recognized denomination, and whose beliefs are fully consistent with the purpose, practice, theology, doctrine and denominational affiliation of the Church as set forth elsewhere in this document.

Section 2. Election and Call. The Members have the sole authority to elect the Pastor of the Church, and this right shall never be delegated to individuals, to the Consistory, or to any committee. In case of a vacancy, the Consistory shall act as a Search Committee. The Consistory shall nominate one pastoral candidate at a time, who shall come to the Church to preach as guest pastor for one Sunday, followed by a vote of the Members. The Members shall consider only one candidate at a time, and shall vote by ballot for or against his/her election. A two-thirds (2/3) vote of all Members present at a meeting duly called for this purpose shall be required for election of a Pastor. The election of a Pastor shall be for an indefinite time. When a Pastor has been elected, the Consistory shall extend to him a written call.

Section 3. Duties of the Pastor. It shall be the duty of the Pastor to set a good example to the congregation and to conduct all regular Sunday services, to establish the order of worship, to implement, direct and oversee the work of religious education, administer the Sacraments, visit the sick, comfort the distressed, and perform all other customary and traditional duties as would traditionally apply, concern or inure to the office of Pastor. The Pastor may also conduct special services, (i.e. Maundy Thursday, Christmas Eve, et al) as the Pastor deems appropriate.

The foregoing duties as enumerated assume the services of a full-time Pastor. As circumstances dictate, such duties, as well as others, may by the mutual consent of the Pastor and the Consistory, be expanded/reduced to address specific situations and/or temporary needs. The Pastor shall keep a record of all services performed and make an annual report of such work at the Annual Meeting of Members.
Section 4. Rights of Pastor. The Pastor is an ex-officio member of the Consistory and all organizations within the Church. As long as he/she is the Pastor, no other religious professional shall perform any religious ceremony in the Church without his/her consent and/or participation. The Pastor shall have the discretion and responsibility in selecting individuals to fill the pulpit whether in the event of his/her absence or in the allocation of presentation time for representatives of specialized ministries (i.e. Gideon’s, et al.). In an emergency, or as a matter of convenience, this selection process may be delegated to one or more members of the Consistory. The Consistory and/or the Pastor reserve the right to prohibit any speaker whose demeanor or theology may be deemed inappropriate or incompatible with the standards of the Church. Any literature, books, brochures and any other materials of an educational, devotional or spiritual nature or orientation may not be offered, posted or placed for distribution to Church attendees without the specific knowledge and authorization of the Pastor.

Section 5. Compensation and Vacation. The Pastor’s compensation shall be established by the Consistory on an annual basis (subject to the approval of the Church Budget at the Annual Meeting of Members), and shall be paid promptly in monthly installments. Such compensation may include a housing allowance (as allowed by the Internal Revenue Code) and/or taxable compensation. The Pastor may also elect to receive, as part of the compensation package, a mileage allowance and shall document mileage to the extent required by the Internal Revenue Code.
The Pastor shall receive such paid vacation, education and sick leave benefits as agreed between the Pastor and the Consistory annually. The Church may provide the Pastor such other benefits, financial or otherwise (i.e. education allowance, vestments allowance, et al) as the Consistory deems appropriate.

Section 6. Resignation of Pastor. If the Pastor wishes to resign, he shall give a minimum of one (1) month notice to the Consistory, unless such resignation is due to illness or incapacity.

Section 7. Removal of Pastor. If the Church desires to remove its Pastor, it can be done only on three (3) months notice, and upon a resolution passed at a duly called meeting of the Members that clearly sets forth the reason(s) for such removal. However, the Pastor may be so removed by the Members immediately without notice for gross misconduct, immorality, conviction of a felony, or making public statements attributing to the church beliefs that are incompatible with the purpose, practice, theology, doctrine or denominational affiliation of the Church.

ARTICLE VIII – THE CONSISTORY AND THE OFFICERS

Section 1. Definition. The Consistory is the governing body of the Church and shall consist of six (6) members elected by the Members. The term “Consistory” is analogous to the term “Board of Directors”, and may also be referred to as the “Board” or “Council”.

Section 2. Duties. The Consistory shall have charge of the realty of the Church, shall see that the Church property is maintained in good condition, shall support the Pastor, and shall support, nurture and encourage the spiritual welfare of the Church. Further, the Consistory is charged with all decisions that are NOT specifically reserved herein to the Pastor or to the Members, required by law to be made by the Members, or assigned by the Consistory to the Members.

Section 3. Eligibility. To be eligible for election to the Consistory, an individual must be a Member in good standing for at least one (1) year who also meets the requirements of Section 6 (Term).

Section 4. Nominating Committee. At least sixty (60) days prior to the date of the Annual Meeting of Members, the Consistory shall appoint a Nominating Committee consisting of three Members of the Church, only one of whom may be a current Consistory member. Additionally, any Member can offer a name to be placed in nomination by submitting that name to a member of the Nominating Committee prior to the Annual Meeting and the Nominating Committee will present the names of all those nominated at the Annual Meeting. Finally, Nominations may also be made from the floor at the Annual Meeting.

Section 5. Election. The election of Consistory members shall take place at the Annual Meeting of Members and may be by written ballot, voice vote or show of hands. A Majority Vote is necessary to elect.

Section 6. Term. Consistory members shall be elected to serve a term of three (3) years each, two (2) new members being elected each year. A Consistory member may serve two (2) consecutive terms. A member having served on the Consistory for six (6) consecutive years shall not be eligible for immediate re-election, provided, however, that when the Church has a shortage of eligible candidates to serve on the Consistory, it may, if approved by a two-thirds (2/3) vote of the Members at a duly called meeting, re-elect a person who has served six (6) or more consecutive years. After an interim of one (1) year, a member or members shall again become eligible for re-election to the Consistory.

Section 7. Vacancy; Removal. Any vacancy occurring on the Consistory during the year shall be filled by appointment of another person by the Consistory, which person shall complete the unexpired term of the departing Consistory member or serve until the next Annual Meeting of Members, whichever occurs first. If a member of the Consistory misses three (3) consecutive meetings of the Consistory, he/she may be removed at the discretion of the Consistory.
Also, a member of the Consistory may be required to submit his/her resignation if requested by a majority vote of the other Consistory members for gross misconduct, immorality, conviction of a felony, or making public statements attributing to the church beliefs that are incompatible with the traditions, theology or doctrine of the church. The reasons and/or circumstances surrounding any such action shall be held in strict confidence by all other members of the Consistory, with the exception that the member from whom the resignation has been required may request a full hearing before a Special Meeting of the Church as set forth in Article VI.

Section 8. Officers. The Consistory shall annually elect a President, Vice-President, Secretary and Treasurer at its meeting immediately following the Annual Meeting of Members. The officers shall have the following duties, as well as such other duties as the Consistory may from time to time assign to them:

a. The President shall preside at all meetings of the Consistory and Members and shall appoint the officers of any standing committees or special committees as the need arises.

b. The Vice-President shall assist the President in any way possible and shall assume the duties of the President in his/her absence.

c. The Secretary shall keep a record of all meetings of the Consistory and of the Members and shall assist in the writing of Church correspondence as the need arises.

d. The Treasurer is appointed by and serves at the discretion of the Consistory. The Treasurer shall receive all monies for congregational purposes, deposit them to the Church’s bank account(s), and credit them to the various sources for which they were designated. He/she shall record all offerings and record them in the name of the giver, and by January 31 shall give or mail a receipt to each giver for his/her contributions for the previous year. The Treasurer shall pay all bills of the Church by check or automatic bank draft. He/she shall timely file the Annual Registration Report required by the Missouri Secretary of State to keep the Church in good standing. He/she shall also be the custodian of deeds and other valuable church deposits, and keep the same in a safe deposit box in a Bank or in another safe place that is accessible to other Consistory members. Given the specialized nature of the accounting and fiduciary responsibilities accruing to the office of Treasurer, active membership in the Church, while desirable, is not a requirement. If, however, the Treasurer qualifies as an Active Member and also meets the additional requirements for election to the Consistory, the Treasurer shall also serve as an ex officio member of the Consistory, with full rights and privileges.

e. The Pastor, in addition to his/her regular duties, is an ex-officio member of the Consistory, and shall make such suggestions to the Consistory that he/she considers helpful and/or necessary.

Section 9. Meetings; Quorum. The Consistory shall hold a regular meeting once per month, at a place, date and time determined by the Consistory and communicated to each Consistory member. If no other place is designated, the meetings shall be held at the Church. The presence in person of a majority of the Consistory members in office constitutes a quorum for the transaction of business. The vote of a Majority of those present at a meeting constitutes the valid action of the Consistory.

Section 10. Actions of the Consistory Without a Meeting. Any action which is required to be or may be taken at a meeting of the Consistory may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the members of the Consistory. Such consents shall have the same force and effect as a unanimous vote at a meeting duly held, and may be stated as such in any certificate or document filed under the Missouri Nonprofit Corporation Act. The Secretary shall file such consents with the minutes of the meetings of the Consistory or of the committee, as the case may be.

Section 11. Conflict of Interest. The Consistory shall promulgate and enforce effective conflict of interest policies in accordance with Section 355.416 of the Missouri Nonprofit Corporation Act, or any successor section, and Section 4958 of the Internal Revenue Code which shall require prompt disclosure of any actual or potential conflict of interest on the part of any Consistory Member, Officer, management employee or other person in a position to exercise substantial influence over the affairs of the Church (“Disqualified Person”). Such policies shall require each Disqualified Person to disclose fully and frankly to the Consistory any and all actual or potential conflict or duality of interest or responsibility, whether individual, personal, or business, which may exist or appear as to the Church or any matter or business which may come before the Consistory or a committee thereof at any time prior to action thereon. The Disqualified Person shall neither vote nor endeavor to influence corporate action in any such matter. The requirement of disclosure of conflicts of interest shall not prohibit a Consistory Member from responding to questions concerning the matter, nor from participating in discussion, provided that such Consistory Member’s participation shall have been approved by resolution of the Consistory following disclosure and entered upon the record of the meeting. All disclosures of conflicts of interest and action taken thereon shall be recorded in the minutes of the Consistory.
Every transaction between the Church and a Disqualified Person must be approved by the Consistory, comprised entirely of individuals unrelated to and not controlled by the Disqualified Person involved in the arrangement. Prior to a vote regarding such transaction, the Consistory shall obtain and review appropriate indicators of the fair market value of the services rendered by or the property acquired from the Disqualified Person. The Consistory’s decision regarding such transaction and the basis for its determination shall be set forth in the minutes of the Consistory.

ARTICLE IX – DISSOLUTION

Section 1. Distribution of Assets upon Dissolution. In the event of dissolution of the Church, any assets remaining, after the payment, satisfaction, discharge or adequate provision therefore of all liabilities and obligations of the Church, shall be distributed to such foundation or organization organized and operated exclusively for charitable, religious, scientific or educational purposes and exempt from taxation under Section 501(a) of the Internal Revenue Code, as an organization described in Section 501(c)(3) of the Internal Revenue Code, as may be determined by a majority vote of the Consistory serving as such at the time of such dissolution.

Section 2. Voluntary Dissolution. The Church shall give the Missouri Attorney General written notice that it intends to dissolve at or before the time it delivers Articles of Dissolution to the Missouri Secretary of State. Such notice shall include a copy or summary of the plan of dissolution. No assets shall be transferred or conveyed as part of the dissolution process until twenty (20) days after such notice is given, or until the Missouri Attorney General has consented to or indicated in writing that he will take no action in respect of the transfer or conveyance, whichever is earlier. After all or substantially all of the assets of the Church have been transferred or conveyed, the Consistory of Directors shall deliver to the Missouri Attorney General a list showing the names and addresses of those (other than creditors) to whom the assets were transferred or conveyed, and thereafter file Articles of Termination with the Missouri Secretary of State.

Section 3. Approval of Dissolution. Dissolution of the Church requires: (a) The majority vote of the Consistory approving a plan of dissolution; and (b) a two-thirds (2/3) vote of the Members present at a meeting duly held pursuant to notice duly given to all Members (pursuant to Article VI above) that states that one of the purposes of the meeting is to consider the dissolution of the Church.

ARTICLE X – AMENDMENT

Section 1. The Constitution and Bylaws may from time to time be altered, suspended, amended or repealed, or a new Constitution and Bylaws may be adopted by approval by a two-thirds (2/3) vote of the Members present at a meeting duly called for the purpose of considering amending the Constitution and Bylaws.

Section 2. Notwithstanding the foregoing, emergency Bylaws may be adopted by the Consistory.

I certify that the foregoing Constitution and Bylaws were amended effective October 2, 2011 to reflect the Members vote to become an affiliate congregation of the North American Lutheran Church (NALC). I further certify that Article VIII, Section 8(d) was amended and approved at the Annual Meeting of Members, January 22, 2012.

/s/ Sharon Korosac, Secretary