In general, this proposed revision to the Constitution and Bylaws aims to:

1. conform the bylaws to our current practice;

2. eliminate anomalies and ambiguities in the existing text;

3. reflect our current orientation as a ministry-driven church; and

4. introduce some missing legal considerations.

While much of the wording of the existing Constitution and Bylaws has been changed, a lot of the change has been proposed in order to clarify or to meet legal requirements, not to change existing practice. The significant changes being proposed in the new document are the following:

1. Replacement of the current Trustees by a Board of Trustees elected by the Official Board, composed of up to four deacons and elders, plus the Church Treasurer, to serve as the legal Board of Directors of the Church. The current Trustees will continue as the Physical Properties Ministry of the Church.

2. Replacement of the office of Church Clerk by that of Secretary of the Congregation, an office provided for but not filled; and elimination of the positions of Bible School Superintendent and Assistant Superintendent, which are replaced by the Education Ministry.

3. Clarification of the role of the Nominating Committee as a group authorized to discuss and recommend persons for church office and not simply to tabulate nominations received from the Congregation.

4. Revision of Official Board meeting procedure. Business meetings of the Board would be held only four times per year; the other monthly Board meetings would become, in effect, “Ministry Share Council” meetings to coordinate and assist the work of the ministries of the Church.

5. Establishment of a structure for our ministries and provide for new ones.
 

(Third revision, approved by the Board on August 6, follows)

CONSTITUTION AND BYLAWS

OF

NORTH HILLS CHRISTIAN CHURCH

(Revised as of __________, 2007)

PREAMBLE

            WE, the members of NORTH HILLS CHRISTIAN CHURCH, a congregationally governed body, in order to promote the work of the church in the spirit of Christ and thus advance His Kingdom, do hereby adopt this Constitution and Bylaws.

ARTICLE 1

GENERAL 

1.01.   Name.  The name of this organization, a corporation duly organized and existing in accordance with the laws of the Commonwealth of Pennsylvania governing nonprofit corporations, shall be NORTH HILLS CHRISTIAN CHURCH (hereinafter referred to as ”NHCC”).

1.02.   Office.  The registered office of NHCC is 778 Thompson Run Road, Pittsburgh, PA  15237.

1.03.   Purpose.  The purpose of NHCC shall be, as revealed in the NEW TESTAMENT, to win people to the faith in Jesus Christ and commit them actively to the Church; to help them grow in the grace and knowledge of Christ, that increasingly they may know and do His Will; to work for the unity of all Christians by means of restoring original New Testament Christianity and with them to engage in the common task of building the Kingdom of God.  NHCC exists for religious purposes within the meaning of Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended from time to time.

1.04.    Powers.  NHCC shall have the power, acting through its Board of Trustees, to receive, hold, purchase, sell, transfer and convey real and personal property, to the extent permitted by the laws of the Commonwealth of Pennsylvania.  Except as otherwise provided herein or in the Articles of Incorporation of NHCC, NHCC, acting through its Board of Trustees, shall have all other powers conferred upon nonprofit corporations by the laws of the Commonwealth of Pennsylvania.

ARTICLE 2

MEMBERSHIP

2.01.            Members.  The membership of NHCC shall consist of:

1.         Those who have made their intentions known to the Congregation and have been obedient to Christ by confession of Him before men and by New Testament immersion.

2.         Those who unite in membership by statement or by letter, having been previously baptized by immersion and having gone before the Congregation and made their desire known.

The members of NHCC from time to time are referred to in this Constitution and Bylaws as the “Congregation.”  The Church Secretary shall keep a complete record of the Church membership, together with vital statistics such as birth, death, baptism and marriage, and shall receive all applications for church letters and issue them when authorized by the General Board

2.02.            Cessation of Membership.  Membership in this Church shall be terminated upon the occurrence of any of the following events:

            (i)            the death of the member;

            (ii)            resignation of the member;

            (iii)            transfer of membership to another congregation;

(iv)       determination by the Elders that the member has ceased to participate actively in the life of NHCC;

(v)        determination by the Elders that the member has become disruptive of the spiritual life of NHCC or otherwise is engaged in conduct inconsistent with a Christian life style.

ARTICLE 3

MEETINGS OF THE CONGREGATION

3.01.            Annual Meeting of the Congregation.  The Annual Meeting of the Congregation shall be held during November (or on such date as the Official Board shall determine) at such time and at such place, within or outside the Commonwealth of Pennsylvania, as the General Board shall decide.

 3.02.            Business at Annual Meeting.  At the annual meeting, the Scriptural and Congregational Officers of NHCC shall be elected, the Church budget for the next fiscal year shall be adopted, and reports shall be presented by the Minister or Ministers, chairmen of ministries, and the Treasurer.  Any other item of business may be considered at the annual meeting, subject to the further provisions of these Bylaws.

3.03.            Special Meetings of the Congregation.  Special Meetings of the Congregation may be called at any time by the Chairman or Vice Chairman of the Congregation, by the General Board, or by request in writing of 25 or more Members of NHCC.  Special meetings shall be held at such time and at such place, within or outside the Commonwealth of Pennsylvania, as shall be specified in the notice thereof.  Business at Special Meetings shall be limited to that specified in the notice thereof. 

3.04.            Notice of Meetings.  Notice of all regular or special business meetings of the Congregation shall be given at a regular Sunday service of NHCC at least one week in advance of the meeting.  The purpose of any special business meeting shall be briefly stated as part of the notice.  If the meeting concerns the transfer of property, then the notice must comply with Pennsylvania state laws.

3.05.            Voting Privileges.  Voting privileges shall be extended to all Members who, within the past year, have attended one or more worship services of NHCC, have participated in Church ministry activities, or have contributed financially to NHCC.  Notwithstanding the foregoing:

1.         In matters involving NHCC’s legal liability, voting privileges shall conform to the requirements and limitations of Pennsylvania state laws.

2.         In the hiring of ministers, assistant ministers, associate ministers and the like, voting privileges shall be limited to Members who have reached the legal voting age of the Commonwealth of Pennsylvania.

3.06.            Quorum.  Twenty percent (20%) of the Congregation shall constitute a quorum for the transaction of business at any regular or special meeting.  Decisions are made by a simple majority of eligible voting Members present at a meeting at which a quorum is present, except as provided in Section 9.02 (regarding calling of a Minister), and Section 10.01 (regarding amendment of the Articles of Incorporation or these Bylaws).  After a quorum has been established at a meeting of the members, the subsequent withdrawal of members from the meeting so as to reduce the number of members present to fewer than the number required for a quorum shall not affect the validity of any action taken by the membership at the meeting or any adjournment thereof.  A majority of the regular members present, whether or not a quorum exists, may adjourn any meeting of the membership to another time and place.  Notice of any such adjourned meeting shall be given to all members in the same manner as notice of a special meeting.

3.07            Procedure.  Meetings of the Congregation shall be governed by Roberts’ Rules of Order, as revised from time to time.

ARTICLE 4

BOARD OF TRUSTEES

4.01.            General.  The number of Trustees shall be not less than three nor more than five, the precise number to be determined from time to time by the Elders.  The Church Treasurer shall serve as a Trustee ex officio, and the remaining Trustees shall be elected by the Congregation, as hereinafter provided.  The Trustees shall act as the legal agents of NHCC in all business matters under the direction of the General Board and subject to the approval of the Congregation; shall handle all business transactions related thereto; shall have supervision over all endowments and trust funds and perform such duties as are prescribed by the laws of the Commonwealth of Pennsylvania for the Board of Directors of a nonprofit Corporation.  The Trustees shall keep all important Church papers in a safety deposit box, and shall maintain keys to all Church and parsonage doors.  All memorials and gifts of tangible property to NHCC (pianos, equipment, etc.) shall become the property of NHCC upon acceptance by vote of the Board of Trustees.  However, such items as may in some way affect the scriptural position of NHCC or its worship services must have the prior approval of the Elders.  The Trustees shall elect their Chairman from among the serving Trustees.

4.02.            Meetings.  Meetings of the Board of Trustees may be called at any time by the Chairman of the Trustees, by the General Board, or by a majority of the Trustees serving from time to time.

4.03.            Notice of Meetings.  Notice of the time and place of each regular and special meeting of the Board of Trustees shall be given by the person or persons calling such meeting to each Trustee at least forty-eight hours prior to such meeting either personally, by telephone, by telecopy or by letter addressed to such Trustee at his address appearing on the records of NHCC.  Notice by mail shall be considered valid notice only if mailed no less than five days before such meeting.  Notice of meetings of the Board of Trustees may be waived by any Trustee, and the attendance of any Trustee at a meeting shall constitute conclusive evidence that he was duly notified thereof.

4.04.            Quorum.  A majority of the Trustees shall constitute a quorum for the transaction of business.  In addition to those Trustees who are physically present at a meeting, Trustees shall be deemed present if linked by a telephone or similar communications device by means of which all persons participating in the meeting can hear each other simultaneously.  Unless otherwise specified in these Bylaws, the act of a majority of the Trustees present and voting at a meeting at which a quorum is present shall be the act of the Board of Trustees.  A majority of the Trustees present, whether or not a quorum exists, may adjourn any meeting of the Board of Trustees to another time and place.  Notice of any such adjourned meeting shall be given to all Trustees in the same manner as notice of a special meeting.

4.05.            Action without a Meeting.  Any action that may be taken at a meeting of the Board of Trustees may be taken without a meeting if a consent in writing setting forth such action is signed by all of the Trustees and is filed with the minutes of the proceedings of the Board.

ARTICLE 5

SCRIPTURAL AND CONGREGATIONAL OFFICES

5.01.            Offices to be Filled by the Congregation.  The following officers shall be elected at the Annual Meeting of the Congregation for the term designated for each office.  The offices of Elder and Deacon are referred to herein as “Scriptural Offices;” all other offices provided for herein are referred to as “Congregational Offices.”

            Elders: for a term of three years, with approximately one-third being elected
            each  year

            Deacons: for a term of two years, with approximately one-half being elected
            each  year

            Deaconesses; for a term of one year

            Chairman of the Congregation: for a term of one year

            Vice Chairman of the Congregation: for a term of one year

            Secretary of the Congregation: for a term of one year

            Financial Secretary: for a term of one year

            Treasurer: for a term of one year

            Trustees: for a term of three years, with approximately one-third being elected              each year.

The Chairman and Vice Chairman of the Congregation shall be eligible for reelection to one additional term, and shall not be reelected more than once in the same capacity for an immediately succeeding term.

5.02.            Election of Officers.

1.         A Nominating Committee, composed of five Members, three chosen from the General Board and two Members not members of the General Board, shall be appointed by the Chairman of the Congregation, approved by the General Board and announced to the Congregation at least six weeks prior to the Annual Meeting of the Congregation.

2.         Suggestions for nominees shall be solicited from the Congregation.  All suggestions for nominees from the Congregation shall be in the hands of the Nominating Committee at least five weeks prior to the Annual Meeting.

3.         The Nominating Committee shall recommend to the Congregation, subject to the concurrence of the Elders as to spiritual qualifications, nominees for all Scriptural and Congregational Offices to be filled at the Annual Meeting.  The Committee shall be guided, in the case of Scriptural Offices, by the scriptural qualifications set forth in the Bible, and particularly in the third chapter of Paul’s First Epistle to Timothy.  The Committee shall ensure that all nominees are Members in good standing, of good repute and well grounded in the faith.  Such nominations shall take into account the suggestions made by the Congregation, but shall not be required to reflect the number of suggested nominations received for any person.

4.         The Nominating Committee shall submit a preferred order listing of nominees to the Elders for consideration of spiritual qualifications.  The Elders shall contact the qualified nominees in this order of listing, as such list may be modified by them, until consent has been obtained from a sufficient number to provide nominee(s) for each office, and shall report these names to the Nominating Committee.

5.         The Nominating Committee shall report its nominations to the Congregation in the form of a printed ballot.

6.         All nominees who receive a majority of the votes cast by those present and voting at the Annual Meeting of the Congregation shall be declared elected.

5.03.            Vacancies.  Vacancies in any Scriptural or Congregational Office shall be filled for the unexpired term as follows.  The Chairman of the Congregation in consultation with the Minister shall submit nominations to the Elders for consideration of qualifications.  The Elders shall appoint an individual to fill such vacancy until the next annual meeting of the Congregation.

5.04.   Terms of Office.  The terms of the persons elected at the Annual Meeting of the Congregation shall commence as of January 1 of the year following the date of such Annual Meeting.

ARTICLE 6

DUTIES OF OFFICERS

6.01.            Elders.  Elders shall meet the qualifications set forth in the New Testament.  The Elders shall promote the growth and welfare of NHCC; give spiritual oversight to the members with respect to regular attendance at the Lord’s Supper; visit the sick and express concern for the morally delinquent and spiritually indifferent; give thoughtful consideration to the policies of NHCC that will enable it to fulfill its complete mission as described in the New Testament; be overseers of the various ministries of NHCC; serve at the Lord’s Table; be advisers and counselors to the Minister; serve as the Pulpit Committee; and perform such other duties as may be assigned by the Congregation.  The number of Elders to be elected shall be determined from time to time by the Elders.  The Senior Minister shall be an Elder ex officio, and shall participate in all deliberations of the Eldership, except for personnel matters.  The Elders may invite other ministerial staff personnel to participate as ex officio Elders on the same basis as the Senior Minister.

6.02.            Deacons.  Deacons shall meet the qualifications set forth in the New Testament.  The Deacons shall cooperate with and assist the Elders in promoting the growth and welfare of NHCC, as described in the New Testament.  They shall give counsel and service in the business affairs and program activities of NHCC by assuming an active leadership role in the established ministries of NHCC.  They may be called upon to assist the ushers in the greeting and ushering of worshipers, distributing the Lord’s Supper, receiving tithes and offerings and assisting in the preparation of male candidates for baptism.  They shall concern themselves with ministering to the needy and shall perform such other duties as may be assigned by the Congregation, the General Board or the Elders.  The number of Deacons to be elected shall be determined from time to time by the Elders.

6.03.            Deaconesses.  The Deaconesses shall cooperate with the Deacons in promoting the growth and welfare of NHCC, assist in the preparation of female candidates for baptism, be responsible for the preparation and care of the Communion service, minister to families in times of sickness or bereavement and perform such other duties as may be assigned by the Congregation, the General Board or the Elders.

6.04.            Chairman of the Congregation.  The Chairman of the Congregation shall preside at all Meetings of the Congregation and shall perform such duties as may from time to time be assigned by the Congregation or the General Board.  He shall have such power and authority to transact business for and on behalf of NHCC as the Congregation shall accord.  He shall be elected from the roster of Elders and Deacons, and shall serve ex officio as Chairman of the General Board.

6.05.   Vice Chairman of the Congregation.  The Vice Chairman of the Congregation shall perform the duties of the Chairman of the Congregation in his absence, and shall perform such other duties as may be assigned by the Congregation or the General Board.  He shall be elected from the roster of Elders and Deacons, and shall serve ex officio as Vice Chairman of the General Board.

6.06            Secretary of the Congregation.  The Secretary of the Congregation shall keep the minutes of all Annual and Special Meetings of the Congregation, and shall perform such other duties as may be assigned by the Congregation or the Chairman of the Congregation.

6.07.            Financial Secretary.  The Financial Secretary shall keep an individual account of each contributor contributing by check or by contribution envelope, and shall send out annual statements as directed by the General Board.

6.08.            Treasurer.  The Treasurer shall keep account of all money, funds and resources of NHCC which come into his hands and shall render such reports and accounting statements of receipts and expenditures to the Congregation and to the meetings of the General Board as may be required by the General Board or the Congregation.  The Treasurer shall issue and sign all checks for authorized Church expenditures.  He shall be elected from the roster of Elders and Deacons and must continue as such during his term of office.  The Treasurer shall be bonded for the amount determined by the General Board.

6.09.            Qualifications of Officers.  In addition to the qualifications set forth in the other sections of this Article, all officers shall be members of NHCC.

ARTICLE 7

GENERAL BOARD

7.01.            Membership.  The General Board shall consist of the Elders, the Deacons, the Trustees and the Financial Secretary.

7.02.            Functions.  It shall be the duty of the General Board:

            (i)            To consider and recommend general policies to the Congregation;

(ii)        To act as the Executive Committee of the Congregation between meetings thereof and to provide guidance to the Trustees in the conduct of the official business of NHCC;

(iii)       To execute the decisions of the Congregation and to coordinate the activities of the various ministries of NHCC in the administration of the programs of NHCC;

            (iv)            To elect the Board of Trustees of NHCC.

7.03.            Meetings.

            (i)            The General Board shall hold its regular meeting within the first fifteen days of each month.  Special meetings of the General Board may be called at any time by the Chairman of the Congregation or upon the request of five members of the General Board.

            (ii)            Forty percent (40%) of the members of the General Board shall constitute a quorum at all meetings thereof.

            (iii)            Business meetings of the General Board shall be held in February, May, August and November.  Items of Old and New Business shall not be considered at other meetings of the General Board unless presented to the Chairman of the Board in writing at least twenty-four hours prior to the meeting.  Such other meetings of the General Board shall focus primarily on the work of the various ministries of the Church.  At all General Board meetings at which a quorum is present:

(A)            The minutes of previous Board meetings may be approved;

(B)       Reports of the Senior Minister and other ministerial personnel may be considered;

(C)       The Report of the Treasurer may be considered.

            (iv)            Decisions at meetings of the General Board are made by simple majority, except as otherwise provided herein.

            (v)            Meetings of the General Board are conducted in accordance with Roberts’ Rules of Order, as revised from time to time.

            (vi)            Board members are expected to attend all Board meetings.  In the event a member is absent from three meetings in the course of a year without an acceptable reason, he may be removed from his Scriptural and Congregational Office by decision of the Elders.

            (vii)            General Board meetings shall be open: any member of the Congregation may attend any meeting of the General Board, but only members of the General Board may vote on matters before the Board.

7.04.   Board Officers.  The Chairman and Vice Chairman of the Congregation shall serve as the Chairman and Vice Chairman, respectively, of the General Board.  The Board shall elect its own Secretary, who shall keep the minutes of its proceedings.

7.05.   Election of Trustees.  At its first meeting following the Annual Meeting of the Congregation, the Board shall elect Trustees to fill vacancies occurring in the Board by reason of the expiration of the term of office of any serving Trustee or for any other reason.  Trustees (except for the Treasurer) shall serve for a term of three years; at least one Trustee shall be elected each year.  The Chairman of the Congregation shall propose nominees to the Board for election to the Board of Trustees, following consultation with the Elders.

ARTICLE 8

MINISTRIES

8.01            Ministries.  The program of NHCC is carried out by its Ministries.  At the time of the adoption of these Bylaws, NHCC supports the following Ministries:

            Education

            Evangelism

            Membership Development

            Outreach and Missions

            Physical Properties

            Stewardship

            Worship

            Youth

            Additional Ministries may be created, and existing ministries may be abolished, modified and combined, by action of the Congregation upon study and recommendation of the Elders.  Except as hereinafter provided, all Ministries shall be open to participation by all Members.  Each Ministry shall have an overseeing Elder, who shall, except as otherwise provided herein, be responsible for recruiting the Chairman of his Ministry.  The Ministry Chairmen shall normally be Deacons.  In the event the Chairman of any Ministry shall not otherwise be a member of the General Board, such Chairman shall be expected to attend meetings of the Board, particularly those primarily dealing with ministry matters.

8.02.  Christian Education.  The Bible School shall be the basic teaching arm of NHCC.  The Christian Education Program shall be administered by the Education Ministry, subject to the oversight of the Elders regarding teachers, sponsors and teaching materials, to ensure conformity with New Testament principles.  All Bible School officers, teachers, youth sponsors and other educational activity directors shall be Members of the Congregation, with the exception of guest teachers and speakers.

8.03.            Stewardship.  The Treasurer shall be the Chairman of the Stewardship Ministry.  The Treasurer shall prepare a proposed budget for each fiscal year of NHCC.  The budget shall be considered by a Budget Committee appointed by the Chairman of the Congregation, which Committee shall report its budgetary recommendations to the General Board at the meeting next preceding the Annual Meeting of the Congregation.  The Treasurer shall be a member ex officio of the Budget Committee.  The General Board shall recommend the budget, as amended by it, to the Congregation for approval at the Annual Meeting.  The Treasurer may establish such committees in furtherance of the Stewardship Ministry of NHCC as he may deem appropriate.

ARTICLE 9

MINISTERS AND EMPLOYEES

9.01.            Duties.  The Senior Minister shall perform the duties which usually pertain to that position, including supervision of ministerial and non-ministerial staff personnel of NHCC, and such additional duties as may be assigned by the Congregation.  He shall attend meetings of the General Board, and may participate in the work of any Ministry.

Additional ministerial positions may be created, and their scopes defined, by action of the Congregation.

9.02.            Selection.  The Senior Minister shall be chosen by NHCC as provided in this Section:

1.         The Elders shall serve as the Pulpit Committee, evaluate and consider qualifications, and be responsible for recommending a prospective minister to the General Board.

2.         The General Board shall consider the recommendation of the Pulpit Committee and, if approved, recommend the prospective minister to the Congregation.  It shall be the policy of NHCC to consider only one prospective minister at a time.

3.         The recommendation of the General Board must be accepted by the Congregation at an annual or special meeting thereof by at least two-thirds of Members present and voting by secret ballot.

9.03.            Contract.  The term of the Senior Minister shall be for an indefinite period and subject to termination by either party upon 60 days notice.  A written statement setting forth the salary to be paid and other conditions of the call shall be made in duplicate, one copy for the Minister and one for NHCC.

9.04.   Other Ministerial Personnel.  The provisions of Sections 9.01, 9.02 and 9.03 shall apply to the selection of other ministerial personnel, including Assistant Ministers, Associate Ministers and Youth Ministers.  Such ministers shall perform the duties assigned to them by the Senior Minister and the Eldership.  Other Ministerial Personnel shall report to and be supervised by the Senior Minister.

9.05.   Other Employees.  All employees of NHCC, except for the Senior Minister and other ministerial personnel, shall be employed by the General Board by a two-thirds vote of the members present and voting at a regular or special meeting thereof.  Such employees shall report to and be supervised by the Senior Minister.  A written statement setting forth the terms of the contract shall be made in duplicate, one for the employee and one for NHCC.

ARTICLE 10

AMENDMENT

10.01.            Amendment.  This Constitution and Bylaws may be amended at any duly constituted annual or special meeting of the Congregation by a two-thirds vote of the members present and voting, provided that written notice of the proposed amendment has been furnished to the Congregation at a minimum of two consecutive regular Sunday services before the vote is taken.

ARTICLE 11

DISPOSITION OF ASSETS IN CASE OF DISSOLUTION

11.01.            Transfer of Assets to CES.  In the event this Church shall be dissolved in accordance with the provisions of the Pennsylvania Nonprofit Corporation Law of 1988, as amended, any assets remaining after the discharge of all obligations of NHCC shall be distributed and transferred to The Christian Evangelistic Society, the office of which is located at 4702 Eliza Street, West Mifflin, PA  15122.

11.02.            Alternative Disposition.  In the event the above-named organization shall no longer be in existence at the time of such dissolution, the any assets remaining after the discharge of all obligations of NHCC shall be transferred to such other corporation incorporated under the laws of this Commonwealth, having purposes similar to those of the above-designated organization, and which has qualified as an exempt organization under Section 501(c)(3) of the Code, as the Trustees shall designate.  Under no circumstances shall any assets be distributed to any Trustee, officer or employee of NHCC.

ARTICLE 12

MISCELLANEOUS

12.01. Fiscal Year.  The Fiscal Year of NHCC shall begin on January 1 of each year, and shall terminate on December 31 of such year.

12.02. Seal.  North Hills Christian Church has no seal.

12.03. Copies.  A copy of this Constitution and Bylaws shall be supplied to each family represented in the membership of NHCC.