Introduction
These pages contain the charter and bylaws of St. Andrew By-The-Sea, A Community Church.
Our church is located in beautiful Gulf Shores, Alabama on the Gulf of Mexico. Hundreds of
thousands of visitors come here each year to vacation and enjoy the natural beauty of this
area which those of us who live here have already found. Many of these visitors seek
places of worship during their stay. As a non-denominational church we welcome all of
God's children. Whether you are a full or part time resident of the island and surrounding
area, if you have questions about who we are, what we believe, or how we are organized the
charter and bylaws may answer some of those questions. If you are of a mind to do so, we
hope you will visit with us.
Table of Contents
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Charter
Bylaws
Statement of Purpose
Membership
Qualifications
Election of Members
Member
Associate Member
Youth Member
Member in Absentia
Terms of Membership
Tenure
Status
Records
Powers of Members
Meetings and Quorum
Membership Meetings
Special
Membership Meetings
Written Notice
Quorum
Participation
Voting
Failing Quorum
Minister
Duties
Compensation
Vacancy
Board of Directors
Members
Duties
Election
Qualifications
Nominating Procedure
Election
Vacancy and Replacement
Vacancy
Replacement
Meetings and Quorum
Regular Board
Meetings
Special Board
Meetings
Quorum
Minister Attendance
Executive Session
Officers
President
Vice-President
Secretary
Treasurer
Committees
Definition
Standing Administrative Committees
Standing
Program Committees
Formation
Nominating
Committee
Replacement of Committee Members
Administrative
Standing Committees
Program Standing Committees
Corporate Seal
Meeting Procedures
Bylaws Amendments
OF
St. Andrew by the Sea,
A Community Church
We, as persons in need of redemption through Jesus Christ and who seek his presence in our lives and in congregation with one another, acknowledge before Christ and by witness of our signature to this Charter of St. Andrew by the Sea, A Community Church that we form St. Andrew by the Sea, a Community Church.
St. Andrew by the Sea, A Community Church (hereinafter "The Church") is a non-hierarchical, non-denominational Protestant church that maintains that every member is called to ministry. This congregation is self-governing and selects and calls its own pastoral leadership.
While members of the Church embrace a wide diversity of theological positions, its beliefs can be summed up in the following statement:
The Church acknowledges as its sole head, Jesus Christ, Son of God and Savior. It acknowledges as kindred in Christ all who share in this confession. It looks to the Word of God in the Scriptures, and to the presence and power of the Holy Spirit, to prosper its creative and redemptive work in the world. It claims as its own, the faith of the historic Church, expressed in the ancient creeds and reclaimed in the basic insights of the Protestant Reformers. It affirms the responsibility of the church in each generation to make this faith its own in reality of worship, in honesty of thought and expression, and in purity of heart before God. In accordance with the teaching of our Lord and the practice prevailing among Christians, it recognizes two sacraments: Baptism and the Lord’s Supper or Holy Communion.
All are welcome into the unifying experience of Christ and this congregation welcomes into membership people from a diversity of religious backgrounds.
The Charter members of the Church recognize their historic connection with Methodism and their familiarity with its Wesleyan roots.
They NEVERTHELESS desire to form a non denominational Protestant Church in the form of historic community Churches in which their experience of Christ may be enriched.
BYLAWS
FOR
St. Andrew by the Sea,
A Community Church
Article I
The purpose of St. Andrew by the Sea, a Community Church, an Alabama Non Profit Corporation, hereafter referred to as the Church, is to teach the Truth of Jesus Christ as interpreted by the Scripture. The Church shall endeavor to conduct services of worship and classes of instruction, to develop mission programs and to adopt other means that in the judgment of the Congregation will further the principles of Christianity among mankind.
The Church is a non-hierarchical, non-denominational church that maintains that every member is called to ministry. This congregation is self-governing and selects and calls its own pastoral leadership.
The Church acknowledges as its sole head, Jesus Christ, Son of God and Savior. It acknowledges as kindred in Christ all who share in this confession. It looks to the Word of God in the Scriptures, and to the presence and power of the Holy Spirit, to prosper its creative and redemptive work in the world. It claims as its own, the faith of the historic Church, expressed in the ancient creeds and reclaimed in the basic insights of the Protestant Reformers. It affirms the responsibility of the church in each generation to make this faith its own in reality of worship, in honesty of thought and expression, and in purity of heart before God. In accordance with the teaching of our Lord and the practice prevailing among Christians, it recognizes two sacraments: Baptism and the Lord's Supper or Holy Communion.
All are welcome into the unifying experience of Christ and this congregation welcomes into membership people from a diversity of religious backgrounds.
(a) Leadership - This Church shall have as its spiritual leader a Seminary Graduate who has a Masters of Divinity degree and who follows Christ.
(b) Teaching The Principles of practical Christianity shall be taught through this Church using methods, textbooks, literature, and other material approved by the Congregation and/or its Minister and/or its Sunday School Teachers. Adult Sunday School Classes in conjunction with their teachers may choose the textbooks and subjects that they wish to study.
(c) Mission and Ministry God, through Jesus Christ, calls the church to ministry in the world through action by word and deed. This church as a body of Christ and a community of persons affirms the worth of all humanity and the value of interrelationship in all of God's creation. The Church endeavors to reach beyond the local community in its missions and programs while serving the needs of those within this community.
ARTICLE II
A member of the Church shall endeavor to live in accord with Jesus Christ's principles of Love and Truth as taught in the Scriptures. A member shall further the work of this Church through active interest, love, and support.
The Church shall have four classes of membership. They are:
Member: Anyone desiring membership in the Church may do so either by transfer of membership from another denomination or Faith, or by profession of faith and baptism.
Associate Member: Anyone desiring to form an association with the Church without severing his/her relationship with another church or denomination or anyone who is not a member of another church or denomination, may do so by becoming an Associate Member. An associate member may be elected to serve on any of the Program Committees in the Church, and may fully participate in all functions of the Church except that he/she may not vote on Church matters provided for in these By-laws or be elected to the Board of Directors.
Youth Member: Any active member under the age of eighteen(18) shall be designated a Youth Member and shall not vote or be counted toward the number present needed for a quorum at Congregational meetings.
Members in Absentia: Any active member temporarily absent from the community or otherwise unable to attend a meeting, and the Minister or the Membership Secretary is aware that and such member cannot attend, such member shall not be counted toward a quorum. Such member retains the right to vote if present at a Congregational meeting and, if present, shall be counted toward a quorum.
(a) Tenure A member shall retain membership until it is voluntarily severed by that member.
(b) Status: A member's name shall be transferred to an inactive, non-voting member list after he or she has not attended services for a period of one year and has not attended biannual Church Meetings for a period of one year.
(c)
Records: The Church shall appoint a Membership Secretary and Assistant Membership Secretary to establish and keep an official record of the names of all members and the dates of the initiation of their memberships. The Membership Secretary in conjunction with the Minister shall establish a list of all active voting members at least five (5) days before a congregational meeting.Members of the Church shall have the power to do the following:
(a) Vote by secret ballot at any membership meeting, at which the member is present.
(b) Elect members to the Board of Directors and the Chairperson of the Church Council.
(c) Ratify the Bylaws of this Church or any amendments thereto. See Article IX for further details.
(d) Vote on any question of sale or pledge of real property owned and used for the operation of this Church which exceeds Twenty Five Thousand Dollars ($25,000.00) in value. A seventy- five percent (75%) affirmative vote of those present and voting is required to approve the sale or pledge.
(e) Elect all members, and one alternate, to serve on the nominating committee.
(f) Elect all members of all standing committees on a yearly basis except for the Minister-Congregation Relations, Trustees, Board of Directors, Nominations and Finance committees which shall be elected on staggered three year terms.
(g) Call a special membership meeting when the affairs of this Church warrant such action.
(h) Attend any Board of Directors Meeting and provided that a seven (7) day notice is given, present items for the agenda and speak to that item if so desired.
(i) Vote to override any action of the Board of Directors providing it is communicated to the membership in writing ten (10) days prior to the subsequent meeting of the membership and seventy-five percent (75%) of those present and voting have the authority for determination.
(j)Vote to employ the Minister on an annual or multi year contract. Seventy-five percent (75%) of those present and voting must affirm the Ministerial appointment.
(k) Vote to fire the Minister before the end of his contract. Fifty-one percent (51%) of those present must vote to fire the Minister. If removal is not for cause, the remainder of the contractual salary must be paid to the former Minister. The contract may provide for payment of less than the full contractual term.
(a) Membership Meetings The congregation shall have two(2) membership meetings per year. Such meetings shall be announced at the regular Sunday worship for two (2) weeks in advance of said meeting. The first Membership Meeting shall be held on the third Sunday in January shall also serve as an Annual Meeting.
(b) Special Membership Meetings
Anytime the affairs of this Church warrant, a Special Meeting may be called by:
(1) the Minister
(2) a simple majority of the Board of Directors
(3) by petition signed by ten percent (10%) of the membership.
(c) Written Notice Written Notice stating the date, time and place shall be mailed to all members at least ten (10) days before any membership meeting.
(d) Quorum Fifty per cent (50%) of the active and voting membership less the members in absentia, shall constitute a quorum at any Membership Meeting.
(e) Participation Each adult member of the Church may participate in any Membership Meeting of the Church. An adult member is defined as a member of the church who has reached the age of eighteen (18). Members may not designate their votes or vote by proxy or participate in any other method except actual attendance.
(f) Voting Except as specifically provided herein, the vote by secret ballot of a majority of the members present and voting shall be necessary for approval of any action being voted upon. A vote may be called for on any issue by 10% of the members present.
(g.) Failing a quorum at the Annual Meeting, all elected officials and committee memberships shall have their term of office extended until they are replaced. The terms of the previously adopted budget shall remain in effect until a new budget is adopted by the congregation.
Article III
DUTIES OF THE MINISTER
(a) Duties As the Spiritual Leader, the Minister in concert with the members of the Church shall be responsible for the scheduling, conduct, and content of services, classes, and all other activities that further the purpose of this Church. He/She shall be expected to love the Church and each of its members and to prayerfully work for the spiritual growth of everyone. He/She will be expected to conduct confidential pastoral conferences for those who request them and to stay informed of the personal needs of the members of the congregation. He/She will be expected to visit and comfort the sick and grieving. He/She will also be expected to celebrate with the members at joyful occasions and to lead the congregation by his/her example into a greater understanding of and commitment toward a true dedication to the two great Commandments to love the Lord with all their hearts and their neighbors as themselves. He/She will be expected to foster unity and heal division and generally promote the development of a family in Christ, filled with loving cooperation and dedication to a common purpose. As Administrative Director, the Minister shall be
(1) Responsible for the complete functioning of this Church in concert with the Board of Directors and the congregation.
(2) An ex-officio member of all committees.
(b) Compensation The compensation of the Minister shall be fixed by agreement between the Minister and the Board of Directors.
(c) Vacancy Should the vacancy occur in the office of the Minister, the Congregation shall elect a Pulpit Committee of seven members.
(1) The Chairman of the Pulpit Committee shall be a director chosen from and by the Board of Directors
(2) Nominees for the Pulpit Committee shall be presented to the congregation at a called Congregational Meeting. Church members may nominate from the floor and elected by a majority present and voting.
(3) Only one pastoral candidate will be present at a time.
(4) The pastor will be chosen by:
(aa) A majority vote of the Pulpit Committee prior to the candidate's presentation to the Church. The Committee vote shall be by closed ballot;
(bb) Aseventy five percent (75%) vote of the Church members voting by closed ballot;
(cc) A special announcement of such a vote shall be made publicly on two consecutive Sundays at the morning worship services and by written notice to the members.
Article IV
(a) The Board of Directors shall consist of the Minister, Finance Committee Chairperson, and Church Council Chairperson as a non-voting members and nine (9) Directors, elected from the Membership of the Church. Each elected Director shall hold office for staggered three year (3) year terms (initial Board of Director terms shall expire for three Directors at the end of the first year, three Directors at the end of two years, and for three Directors at the end of three years), or until his/her successor is duly elected. The expired directorships shall be filled at the annual membership meeting. No elected Director shall serve more than two (2) terms without an interval of one year between terms.
(b) Duties As representatives of the Membership, the Board of Directors shall:
(1) Uphold the spiritual purpose of this Church as stated in the Charter and Scripture.
(2) Uphold the highest interest of the Membership in conducting the business of this Church.
(3) Be conversant with these Bylaws
(4) Be faithful in attendance at services, board and membership meetings of this Church.
(5) Make determinations of the business needs of this Church and authorize payment of monies for those purposes.
(6) Administer the property of this Church, both real and personal.
(7) Make determinations on the sale or pledge of real or personal property belonging to this Church. All decisions in favor of the sale or pledge of real property exceeding Twenty Five Thousand Dollars ($25,000.00) in value shall he presented to the Membership at a properly constituted membership meeting and voted on.
(8) Authorize the employment of all staff personnel of this Church, and set and approve their salaries.
(9) Set dates for the fiscal year.
(10) Have a qualified accountant audit the financial records of this Church at the end of each fiscal year.
(11) When deemed advisable, secure a fidelity bond for the Treasurer, the amount to be set by the Board.
BOARD OF DIRECTORS - ELECTION
(a) Qualifications Any person elected to the Board of Directors must be an active member of the Church. He or she shall be a person who:
(1) Desires to serve on the Board.
(2) Endeavors to live in accord with Jesus Christ's principles of Love and Truth.
(3) Furthers the work of this Church through his active interest, love and support.
(4) Is a sincere and continuing student of the Scriptures, conversant with its teachings.
(5) Has demonstrated leadership capabilities.
(b) Nominating Procedure As the presiding officer of the annual membership meeting, the President shall:
(1) Call upon the Chairman of the Nominating Committee to present the Committee's nominations,
(2) Call for additional nominations from the floor.
(c) Election Votes shall be cast by secret ballot only if more than one nomination for each vacant Director position has been made. The nominee receiving the largest number of votes shall be elected to the Board of Directors.
BOARD OF DIRECTORS - VACANCY AND REPLACEMENT
(a) Vacancy The office of a Director
may be vacated by any of the following means:
(1) The resignation of the Director.
(2) The board voting for the removal of a Director due to absences from three successive
regular board meetings. Absences may be excused by the
Board upon written request.
(b) Replacement Should a vacancy occur on the Board of Directors, the Board shall proceed to fill the vacancy at its regular next meeting. In case of emergency, a special meeting may be called. Only persons meeting the qualifications in Article IV(a) may be considered as replacements. No replacement shall have served as a Director during the year prior to his/her election. A majority vote of those present and voting shall be necessary to elect. The term of the newly elected Director shall expire on the same date as the term of the Director he/she succeeds.
BOARD OF DIRECTORS - MEETINGS AND QUORUM
(a) Regular Board Meetings The regular business meeting of the Board of Directors shall be held at the headquarters of this Church on the Third Thursday of each month, unless otherwise specified by the Board.
(b) Special Board Meetings -Special meetings of the Board shall be called by the President under any of the following conditions:
(1) By request of the Minister
(2) By request of two or more Directors
(3) As the President deems it necessary
The request shall be filed in writing with the Board Secretary. Reasonable effort must be made to notify all Directors of any special meeting.
(c) Quorum Four Directors, including the Minister, shall constitute a quorum for the transaction of business.
(d) Minister Attendance The Minister has the right to attend all board meetings. He/she must be notified of all special meetings
(e) Executive Session Any discussion of personnel affecting the good name and character of the personnel shall be held in Executive Session.
BOARD OF DIRECTORS - OFFICERS
Officers of the Board of Directors shall consist of a President, Vice-President1 Secretary, and Treasurer. The officers shall be elected at a special called Board meeting no less than two weeks after the annual membership meeting. The outgoing president shall call and preside over the special meeting until such time as the new president is elected. They shall assume office at the first regular board meeting following the annual membership meeting. All officers shall be elected by a majority vote of Directors present and voting, and shall hold their respective offices for one year, or until their successors are duly elected or qualified
(a) President The President shall:
(1) Preside at all Board of Directors meetings.
(2) Preside at all membership meetings.
(3) Be a ex-officio member of all committees.
(4) Sign such papers and documents, upon proper authorization, as may be necessary.
(b) Vice-President The Vice-President shall:
(1) Perform all the duties of the President in his absence.
(2) Become President in case the office of the Presidency becomes vacant.
(c) Secretary The Secretary shall:
(1) Keep, or cause to be kept, an accurate record of the minutes of all board and membership meetings.
(2) Hold in custody and be responsible for all reports, contracts, other than legal papers, minute books, and the corporate seal, which items shall be kept in the Church office at all times, or in such other depository as prescribed by the Board.
(3) Attend to all official business requested by the Board.
(d) Treasurer The Treasurer shall:
(1) Be custodian of the funds of this Ministry. He/she shall pay out, or cause to be paid out, funds authorized by the Board.
(2) Keep, or cause to be kept, a record of all financial transactions, and submit a monthly financial report at each regular board meeting.
(3) Submit a financial report, covering the last complete fiscal period, at the annual membership meeting.
(4) Count, or cause to be counted by the appointment of qualified persons, all funds received, and be responsible for their deposit.
(5) Place, or cause to be place, the funds of this Ministry in the bank or other depository approved by the Board.
ARTICLE V
Standing Administrative Committees shall be: Board of Directors, Board of Trustees, Finance Committee, Minister Staff Congregation Relations Committee, and the Nominating Committee. The Administrative Committees shall have no less than nine members elected in three year classes.
Standing Program Committees. shall be: Nurture, Worship, Music, Education, Outreach, Fellowship, Welcome, Membership, and Spiritual Development.
Nominating Committee At an annual meeting, a Nominating Committee shall be elected by the Membership. The committee shall be made up of nine members.
The Nominating Committee will present a list of suggested members for each of the major organizational committees to the congregation at the Annual Meeting. Further nominations may be made from the floor The elections will be by secret ballot and election shall be achieved by a simple majority. The term of each member shall be for one year except as otherwise provided herein.
Each standing program committee shall consist of at least three members and shall elect a chairperson and a vice-chairperson from its members. The Chairpersons of each standing committee will form the Church Council and will meet together monthly to coordinate their activities. The Chairperson of the Church Council shall be nominated by the Nominating Committee from the membership. The Church Council shall prepare and the chairperson shall present an Annual Report at the Annual Membership Meeting.
REPLACEMENT OF COMMITTEE MEMBERS
(a.) Administrative Standing Committees: Unless Otherwise specified herein, should a vacancy occur on any administrative standing committee, that same committee shall proceed to fill the vacancy at its next regular meeting. In case of an emergency, a special meeting may be called. Only persons meeting the qualifications of membership shall be considered as replacements. No replacement shall have served on that same committee during the year prior to his/her election. A majority vote of those present and voting shall be necessary to elect. The term of the newly elected committee member shall expire on the same date as the term of the committee member he/she succeeds.
(b.) Program Standing Committees: The duly elected chairperson has the right to solicit and add new members to the committee as needed.
ARTICLE VI
DESCRIPTION
The corporate seal of this Church shall include the name of the Church and state of incorporation in a circle, which encloses the year and words "Corporate Seal".
ARTICLE VII
The regular order of business at Board and Church membership meetings unless otherwise agreed on shall be.
(1) Opening prayer.
(2) Roll call.
(3) Reading and approval of minutes of the previous meeting.
(4) Treasurer's report.
(5) Bills and communications.
(6) Elections.
(7) Reports of committees.
(8.) Minister's Report
(9.) Unfinished Business
(10) New business.
(11) Closing Prayer
Robert's Rules of Order shall be the authority of this Church on parliamentary law and its usage, unless otherwise provided by these Bylaws.ARTICLE IX
Procedure
Amendments to these Bylaws must be made by a vote of 2/3 of the voting members of this Corporation at a legally constituted membership meeting. Written notices setting forth the proposed amendments must be mailed to all members at least 10 days prior to such meeting
APPROVED BY UNANIMOUS VOTE THIS 21st DAY OF January 2001
Perry Hand, Chairman
FORMATION OF NON PROFIT CORPORATION
We, the undersigned, authorize a committee to be formed from the signers of this charter to prepare Articles of Incorporation pursuant to the Alabama Non Profit Corporation Act and to seek non profit status as defined by the Internal Revenue Code. We shall meet to establish the form of governance and the structure of the Church and adopt such other Articles as are necessary to unite us in the body of Christ.
THE COVENANT
IN AS MUCH AS we the undersigned, Charter Members of the Church, have met and determined that there is a necessity to unite as a body of Christ, in relationship to God through his Son, Jesus of Nazareth, we do,
HEREBY DECLARE that we have FREELY AND BY CONSCIOUS CHOICE formed a Congregation united in Christ and by Christ to all who proclaim a faith in the mystery of salvation in and through God's incarnation in Jesus of Nazareth and the Scriptural witnesses to the redeeming love of God in Jesus' life and teachings, his atoning death, his resurrection, his sovereign presence in history, his triumph over the powers of evil and death, and his promised return.