These bylaws are duly adopted by and govern the affairs of the Fellowship of Confessing Lutheran Churches.
Bylaw Section 1 - Membership
B01.01. FELC is a fellowship of churches and, subject to the provisions of the constitution of FELC and these bylaws, the voting delegates of this fellowship will be each member church for purposes of these bylaws. FELC is also designated as "this fellowship."
B01.02. A church is a community of baptized believers gathered around Word and Sacrament. It serves as God's people in the world, nurturing its members and reaching out in witness and service to the world. Each member church of this fellowship will adopt governing documents and govern itself in such a way as to involve its members in fulfilling the definition, purpose, and functions of the member church. This fellowship does not direct, control, or supervise the affairs of individual member churches except as specifically provided in the constitution.
B01.03. FELC will recognize, receive, and maintain a list of its member churches. Member churches will by their practice and by their governing documents:
B01.04. A member church may terminate its membership in FELC in any of the following ways:
Individuals not belonging to member churches who desire associate membership
status in FELC, upon completion of an application in the form determined
by the board of trustees, may become associate members of FELC. Subject
to such rules as the board of trustees may adopt to promote efficiency
and to allow FELC to complete the business of the fellowship, associate
members will be entitled to voice, but not vote, at conventions and
assemblies of the fellowship. Associate members may be appointed by
the board of trustees to a task force or a committee of the fellowship,
and following appointment, will be entitled to voice, but not vote,
at the meetings of the task force or committee. Following at least thirty
(30) days written notice, the board of trustees may revoke associate
membership status for cause upon a three-fourths majority vote of a
quorum of the board of trustees.
B03.02. The objectives of FELC will support member churches in this mission. In order to serve and support the member churches of this fellowship in their mission to proclaim the gospel, this fellowship may foster activities as provided in continuing resolutions.
Bylaw Section 4 - Organization
B04.01. As a fellowship of churches, FELC recognizes a need for checks and balances in its governance and operational procedures. Although only churches can be full members of the fellowship, other forms of participation may be needed from time to time.
B04.02. FELC will offer oversight (episkope) to its member churches through its member churches in the form of an oversight council whose members will be elected from the member churches in a given FELC jurisdiction. An oversight council will be called a Council of Visitors after its function developed at the time of the Reformation.
B04.02.01. A Council of Visitors will regularly visit and consult with member churches for the purposes of supporting member churches in their mission. A full, on-sight visit of a member church by a representative or a team from the Council of Visitors will take place at least every three years or more frequently as local circumstances necessitate.
B04.02.02. A Council of Visitors will provide oversight in an FELC jurisdiction whose size may range from fifty (50) to one hundred and fifty (150) member churches, or as otherwise determined in consultation with the FELC board of trustees.
B04.02.03. A Council of Visitors will engage or employ staff to undertake its administrative tasks and staff to provide for the personnel needs of member churches in an FELC jurisdiction. Such staff serve primarily the needs and interests of jurisdictional member churches. As member churches call and install or ordain their own pastors, the Council of Visitors is prohibited from interfering in or hindering the work of the Council's personnel staff in helping member churches seek and call or employ suitable pastors and other staff, respectively.
B04.02.04. Each FELC jurisdiction will draft a charter, approved by a three-fourths majority vote of its member churches, stipulating in accordance with the FELC constitution and bylaws, the remit, functions, and powers of oversight for its Council of Visitors.
B04.02.05. Member churches of an FELC jurisdiction will annually nominate and elect a new member to the Council of Visitors by a means determined by the jurisdiction's member churches, i.e. convention, member church postal or electronic vote, etc.
B04.03. Member churches, in their sole discretion, may also join together in alliances and associations (affiliations) and may adopt governing documents, budgets and other procedures that will allow such affiliations to support the mission of the members of this fellowship. Affiliations need not be organized along traditional geographic boundaries and may be united by, and organized for the support of, member churches of this fellowship using such criteria as an affiliation(s) of member churches may choose from time to time to adopt. All such affiliations will be self-supporting and will be subject to supervision and direction of the affiliated member churches.
B04.04. Affiliations will have such powers to promote and accomplish the objectives of this fellowship that are specifically granted to those affiliations by member churches and not otherwise prohibited by these bylaws or the constitution of this fellowship.
B04.05. Unless otherwise prohibited by these bylaws or the constitution of this fellowship, churches will be free to organize in a manner deemed most effective by those churches in support of the purpose and objectives of this fellowship.
Bylaw Section 5 - National Convention
B05.01. The national convention of member church delegates will be the legislative authority of FELC, and the powers of the national convention are limited only by the provisions of the articles of incorporation, the constitution and bylaws of this fellowship, and the national convention's own resolutions.
B05.02. The national convention will meet annually in regular session but may meet as called by the board of trustees. The time and place of the national convention will be determined by the board of trustees which will give at least sixty (60) days written notice to member churches of the date and place of any national convention of this fellowship.
B05.03. Each church will be entitled to delegates and alternates to the national convention of FELC as set out in paragraph 5.04 of the constitution. The names of the delegates and any alternates selected by member churches to represent the interests of the member churches will be provided to the board of trustees pursuant to such procedures as the board of trustees may adopt. Members of the board of trustees will also serve as members of the national convention and will have voice but no vote.
B05.04. The national convention, in addition to such other duties as are assigned to it by the constitution, the bylaws of this fellowship, or the member churches as they may direct from time to time, will also have the authority to establish boards and commissions to assist in the management of the affairs of the fellowship.
B05.05. The national convention is authorized to adopt continuing resolutions to assist in governing the affairs of the fellowship that do not otherwise conflict with or are prohibited by the constitution or bylaws of this fellowship.
B05.06. The national convention will be convened by the board of trustees of FELC but will, in any event, occur no later than June 30 of each year. The national convention will serve as an annual meeting of the fellowship and the agenda may include but is not limited to, election of the board of trustees or the filling of any vacancies on the board of trustees, approval of the annual budget, approval of ministry standards or changes to ministry standards and such other business as may occur from time to time.
B05.07. The board of trustees of FELC will convene a national convention of this fellowship within sixty (60) days of submission of a written petition signed by twenty-five (25%) per cent of the then existing member churches requesting a national convention.
B05.08. Except as otherwise provided by the constitution, the bylaws and continuing resolutions, if any, of this fellowship, rules of parliamentary authority as set forth in the current edition of Robert's Rules of Order will govern the affairs of this fellowship.
Bylaw Section 6 - Board of Trustees
B06.01. Subject to the limitations of the constitution or the bylaws of this fellowship, the business and affairs of FELC will be managed by the board of trustees.
B06.02. There will be seven (7) to twelve (12) members of the board of trustees and each trustee will hold office until the election of a successor trustee. Any person who is a member of an FELC member church will be eligible for election to the board of trustees. The number of trustees to be elected will be determined by the national convention of this fellowship. Until a successor trustee has been elected and qualified, the trustee to be replaced or succeeded will continue in office. No trustee will serve more than two consecutive three-year terms of office provided.
B06.03. There will be no voting by proxy or absentee ballot by members of the board of trustees.
B06.04. Meetings of the board of trustees may be held from time to time at any place the board of trustees may designate within or without the state of Michigan. Either the chair or any three members of the board of trustees may call a board meeting by giving ten (10) days notice to all of the other trustees of the purpose, date and time of the meeting. The notice may be given by mail, telephone, electronic mail, facsimile transmission, or in person. If a meeting schedule is adopted by the board, or if the date and time of a board meeting has been announced at a previous meeting, no formal notice is required. A trustee may waive notice of a meeting of the board and such waiver is effective whether given before, at, or after the meeting and whether such waiver is given in writing, orally, or by attendance. Official minutes of every meeting of the board of trustees will be posted to member churches within ten days following each meeting. A financial statement will be posted to member churches at least quarterly.
B06.05. A majority of the trustees currently holding office is a quorum for the transaction of any business.
B06.06. Any action required or permitted to be taken at a meeting of the board of trustees may be taken by written action signed by the number of trustees that would be required to take the same action at a meeting of the board of trustees at which all trustees were present, provided that all members of the board of trustees receive reasonable notice of the text of the written action at the same time it is furnished to any trustee for signature. All members of the board of trustees will be notified immediately of the effective date of any such written action that is duly taken.
B06.07. Vacancies on the board of trustees resulting from the death, resignation, or removal of a trustee may be filled by the affirmative vote of a majority of a quorum of the remaining trustees. Each trustee elected under this section to fill a vacancy holds office until a qualified successor is elected by the delegates at the next regular or special meeting of the fellowship.
B06.08. The board of trustees may, by resolution, establish committees to conduct the affairs and business of the fellowship.
B.06.09. Nothing in these bylaws is intended to discourage electronic participation in the affairs of the fellowship including, where consistent with good order and ballot integrity, voting and election procedures.
Bylaw Section 7 - Officers of the Fellowship
B07.01. FELC will have as its officers a chair of the board of trustees, a vice-chair of the board of trustees, a secretary, and a treasurer and such other officers as the board of trustees will, from time to time, elect. The board of trustees may remove any officer by a two-thirds majority vote with cause.
B07.02. All officers will be elected by the board from among the board's members to serve a one-year term. No officer will serve more than three consecutive one-year terms in the same office.
B07.03. The chair of the board will perform the responsibilities described in Michigan Statutes as being applicable to the president of the corporation.
B07.04. The vice chair will preside over all meetings of the board of trustees where the chair is unable to preside and will serve under the direction of the chair.
B07.05. The secretary will serve as the recording officer of FELC, will keep the minutes, have responsibility for records, rosters, archives, and other documents of the fellowship, and such other duties as may be assigned to the secretary by the board of trustees.
B07.06. The treasurer will propose policy for review in action by the board of trustees of the financial, accounting, insurance, property management, investment, and money management systems of FELC. The treasurer and others charged with money-handling responsibilities will be bonded.
B07.07. Should the chair of this fellowship die, resign, or be unable to serve, the vice chair will be charged with the responsibilities of the president until the election of a new chair or until the chair is able to serve again. Should the vice chair, secretary, or treasurer die, resign, or be unable to serve, the chair, with the approval of the board of trustees, will arrange for the election of a new officer by the board of trustees to fulfil the responsibilities of the position.
B07.08. Candidates for election to the board of trustees who have submitted their names or have had their names submitted to the nominating committee will provide the board of trustees with a curriculum vitae and short statement of the candidate's vision and desire to seek election to the board of trustees. The board of trustees will compile such candidate data into an information packet and will distribute this information packet to the pastor(s) and council president of each member church in a timely fashion. Candidates for election to the board of trustees will not promote or advance their own election, or have so done on their behalf, directly with the member churches.
Bylaw Section 8 - Amendment of Bylaws
B08.01. The bylaws of this fellowship may be amended at any regular or special meeting of the national convention where the amendment to the bylaws has been presented in writing by the board of trustees or by at least 10 per cent of the member churches. The board of trustees will review and comment on proposed bylaw changes transmitted by member churches pursuant to this paragraph but will submit any proposed bylaw changes to the national convention of FELC for action. Any proposed bylaw or amendment to an existing bylaw will first be approved by a two-thirds majority of those delegates present and voting at the national convention of this fellowship. Thereafter, member churches of this fellowship will have one year from the date of enactment by the national convention to approve the proposed bylaw or amendment to existing bylaw. A two-thirds majority of member churches is required to approve a proposed bylaw or proposed amendment to the bylaws of this fellowship. No amendments to the bylaws of this fellowship will become effective until adopted by a two-thirds majority of the delegates to the national convention then present and voting at the national convention and until the time period for approval by member churches has passed.
Bylaw Section 9 - Transition Arrangements
B09.01 The affairs of FELC will be governed in its first years by an interim board of trustees. There will be not fewer than five (5) nor more than twelve (12) members of the interim board of trustees. The interim board of trustees shall be composed of the four original incorporators plus one representative from each FELC member church pastorate until the interim board reaches full membership of twelve (12). In accordance with Bylaw Section 6 Board of Trustees, each member church pastorate may elect one person to the board for a period of two consecutive three year terms. Thereafter, each pastorate must elect a different representative to the interim board. The original incorporators shall remain on the interim board until FELC has attained at least two member church pastorates with representation on the interim board. Thereafter, an original incorporator may voluntarily leave the interim board provided that member church pastorate representation allows a minimum of five (5) interim board members. The original incorporators are entitled to hold a place on the board until FELC has nine member church pastorates desiring board membership. At such time by a means to be determined by the interim board, the interim board of trustees will give at least thirty (30) days notice of an election whereby successor trustee(s) will be elected to the interim board. Upon the election of the ninth through the twelfth interim board members from member church pastorates, the original incorporators must relinquish corresponding numbers of places on the interim board. The remaining places on the interim board to which the incorporators are entitled shall be filled by a means determined annually amongst the original incorporators. At this stage, original incorporators from member church pastorates with interim board membership are no longer entitled to serve on the interim board.
|© Fellowship of Evangelical Lutheran Churches.
All rights reserved.
Site Design by Beim Consulting, LLC.