Scarsdale Congregational Church

Bylaws, Articles IX-XI

Our Governance, Bylaws

ARTICLE IX

LAY OFFICERS

The Lay Officers of the Church shall be the Moderator, the Vice-Moderator, the Treasurer, the Assistant Treasurer, the Clerk, the Assistant Clerk, the Chair of the Nominating Committee, the Trustee elected as Chair of the Board of Trustees, the five other Trustees, and the seven Deacons. Lay Officers shall be qualified voters and shall take office on the first day of May following their election. The Moderator and the Vice-Moderator shall serve for two years or until a successor is elected, the terms to overlap so that one of them is elected each year. The Treasurer, the Assistant Treasurer, the Clerk, the Assistant Clerk, and the Chair of the Nominating Committee shall serve for one year or until a successor is elected. The Trustees shall serve for three years and and the Deacons shall serve for two years or until a successor is elected, the terms to overlap so that two Trustees and three or four Deacons are elected each year. Upon the completion of one full term the Moderator, the Vice-Moderator, a Trustee, and the Chair of the Nominating Committee may not again hold the same office until the first day of May of the following year. A Deacon may complete two consecutive full terms and, upon completion of the second term, may not hold the same office until the first day of May of the following year.

Section 2. Responsibilities

a. The Moderator shall be the principal Lay Officer of the Church and shall, among other responsibilities:

i. preside at meetings of the General Board,

ii. promptly advise the qualified voters of significant actions taken and decisions made by the General Board,

iii. prepare for the annual corporate meeting a report of actions taken and decisions made by the General Board during the previous calendar year,

iv. be a non-voting member of all Standing Committees except the Nominating Committee, and

v. provide leadership in maintaining our denominational relationships including preparation of a proposed budget for the U.C.C.'s OCWM (Our Church's Wider Mission) and Metropolitan Association support. The Moderator will consult with members of the General Board and elected delegates to denominational organizations.

b. The Vice-Moderator shall, among other responsibilities, serve as Chair of the Clergy Relations Committee, as Chair and convenor of the Board of Deacons which shall meet at least quarterly, and as Moderator in the absence of the latter.

c. The Clerk shall:

i. conduct the official correspondence and maintain the official files of the Church,

ii. take the minutes of corporate meetings and meetings of the General Board,

iii. maintain a file of minutes and reports submitted by Boards, Committees, and Officers,

iv. maintain records of Church members, affiliate members, qualified voters, baptisms and marriages,

v. prepare a report for the annual corporate meeting covering church attendance, changes in membership, and other statistics for the previous calendar year,

vi. prepare the required reports to the denomination, issue letters of transfer to other churches, and safeguard the seal of the Church, and

vii. publish the notice of corporate or congregational meetings, call the meeting to order, and conduct the election of a presiding officer and, in the case of corporate meetings, two inspectors of election.

d. The Assistant Clerk shall, among other responsibiliies, serve as Clerk in the absense of the latter.

e. The Treasurer shall, among other responsibilities:

i. be responsible for the receiving and safekeeping of the funds and assets of the Church and for making disbursements in accordance with the appropriate Committee authorizations,

ii. maintain a separate financial record for each contributor,

iii. provide at the annual corporate meeting an analysis of the financial statements covering the previous calendar year, and provide analyses of other periodical financial statements when requested by the General Board or other Church bodies with financial responsibilities, and

iv. be a voting member of the Finance Committee.

f. The Assistant Treasurer shall, among other responsibilities, serve as a voting member of the Finance Committee, and as Treasurer in the absence of the latter.

g. The Chair of the Board of Trustees shall, among other responsibilities:

i. preside at monthly meetings of the Board of Trustees,

ii. promptly advise the General Board of matters under consideration by the Board of Trustees,

iii. promptly advise the qualified voters of significant actions taken and decisions made by the Board of Trustees,

iv. serve as Chair of the Committee on Gifts and Stewardship,

v. oversee any staff manager employed by the Board of Trustees, and

vi. prepare for the annual corporate meeting a report of actions taken and decisions made by the Board during the previous calendar year.

h. A Trustee shall, among other responsibilities, serve on the Board of Trustees and chair one of the Standing Committees designated in Article XII.

i. A Deacon shall, among other responsibilities, serve on the Board of Deacons and chair one of the Standing Committees designated in Article XII.

ARTICLE X

THE GENERAL BOARD

Section 1. Membership and Organization

The General Board shall consist of the ordained Ministers, the Moderator, the Vice-Moderator, the Clerk, the Treasurer, the Chair of the Nominating Committee, the seven Deacons, and the six Trustees. At least one of the Lay Officers listed above shall be an active member of the Scarsdale Congregational Church Guild. The Board shall annually appoint one of its members who is an active member of the Guild as liaison with the Guild, and may appoint other members as liaison with other Church-related organizations. Regular meetings shall be held monthly unless the Board determines otherwise. Special meetings may be called by the Moderator, a Minister, or any five members of the Board on timely notice to all members. A quorum shall consist of ten members. Minutes shall be kept of all meetings. Qualified voters of the Church may attend meetings as observers except when an executive session has been called. Actions taken and decisions made in executive session shall be reflected in the minutes of the Board.

Section 2. Responsibilities

The General Board shall, among other responsibilities:

a. be the coordinating, governing, and policy making body of the Church between corporate meetings,

b. take such official actions, not reserved by law to the Board of Trustees, and keeping in mind its stewardship obligations, as it deems to be in the best interest of the Church, and submitting proposed actions, when appropriate, to the qualified voters for approval at a corporate meeting,

c. approve personnel policy statements prepared by the Human Resources Committee,

d. approve communications policies prepared by the Communications Committee,

e. review the budgets prepared by the Finance Committee and approved by the Board of Trustees, before submitting with its recommendations such budgets to the qualified voters at the annual budget corporate meeting,

f. establish policies with regard to authorized uses and users of Church facilities, and review the schedule of authorized uses and users of Church facilities and the schedule of suggested donations approved by the Board of Trustees,

g. assign periodically to designated Standing Committees responsibility for liaison with Church-related organizations,

h. initiate the procedure for the Call of a Minister, and arrange to secure interim or supply Ministers when necessary,

i. appoint, when necessary, Special Committees for Bylaws Review, Long Range Planning, Form and Mission, or other purposes,

j. appoint an Historian to update the history of the Church,

k. nominate annually a member of the Nominating Committee,

l. approve the annual appointment of members to Standing Committees,

m. approve persons proposed by the Nominating Committee to fill vacancies in office, except with respect to Trustees,

n. determine the organizations that are to be recognized as Church-related, and the nature of the relationship, and periodically determine whether such relationship shall continue,

o. appoint representatives of the Church to organizations other than those designated in Article XIII, and

p. arrange for the establishment of a continuing program of stewardship in the Church.

ARTICLE XI

THE BOARD OF TRUSTEES

The Board of Trustees shall consist of six Trustees, who shall elect a Vice-Chair and a Secretary. Meetings shall be held at the call of the Chair or at the request of two Trustees, and minutes shall be kept. A quorum shall consist of four Trustees. The Board shall be responsible for the care and management of the revenues of the Church and its real and personal property, both directly and through Standing Committees. The Board shall administer its responsibilities in accordance with the applicable provisions of the New York State Religious Corporations Law, the New York State Not-For-Profit Corporation Law, and these Bylaws, and shall exercise its powers in a manner consistent with the policies of the Church that have been approved by the General Board or by the qualified voters at a corporate meeting. Toward this end the Board of Trustees shall keep the General Board sufficiently informed of the issues being considered by it so that the General Board shall be in a position timely to define the policies of the Church for the guidance of the Board of Trustees. The Board shall, among other responsibilities:

a. employ any staff manager referred to in Article XII 2a, or independent contractors, to the extent authorized by the budget, and with prior consultation with the Human Resources Committee,

b. approve and report to the General Board decisions of the Finance Committee with respect to budgets, financial statements, investments, insurance, and the use of memorial funds,

c. approve the schedule of uses and users of Church facilities and the schedule of suggested donations prepared by the Buildings and Grounds Committee,

d. arrange for the annual audit of the books of the Church, and

e. approve persons proposed by the Nominating Committee to fill vacancies in the offices of Trustee.