local church ministries bylaws & articles of incorporation

LOCAL CHURCH MINISTRIESBYLAWS&ARTICLES OF INCORPORATIONAs revised April 8, 2011__________, 2013LOCAL CHURCH MINISTRIESARTICLES & BYLAWSOF

THE CORPORATIONRevised – April 8, 20111LOCAL CHURCH MINISTRIES(a Covenanted Ministry of the United Church of Christ)RecitalRecitalsLocal Church Ministries (a Covenanted Ministry of the United Church of Christ) is an Ohiononprofit corporation.The Corporation, under the oversight of the United Church of Christ Board, continues the workof, and acts as agent for, the following predecessor bodies: the office for Church Life andLeadership, the Coordinating Center for Women in Church and Society, the StewardshipCouncil, and the United Church Board for Homeland Ministries and its predecessor bodies:The Board of National Missions, Board of Christian Education and Publication, Board ofBusiness Management, Board of Home Missions of the Reformed Church in the U.S., theAmerican Missionary Association, Congregational Church Building Society, CongregationalEducation Society, Congregational Home Missionary Society, Congregational PublishingSociety, The Congregational Sunday School Extension Society, the Congregational Women'sHome Missionary Federation.The work of these predecessor bodies is described in Article Third of the Articles ofIncorporation of the Corporation, which article is attached to these Bylaws (Appendix A).These Bylaws and any amendments thereto shall constitute the "regulations" of theCorporation for purposes of the Ohio Nonprofit Corporation Law, Chapter 1702 of the OhioRevised Code.The Corporation is the successor, by change of name, to the United Church Board forHomeland Ministries. The United Church Board for Homeland Ministries is itself the survivingcorporation from the merger of an Ohio corporation, a New York corporation and survivor. TheCorporation is the successor in interest for the entities and institutions set forth in ArticleFourth of the amended Articles of Incorporation of the Corporation.In connection with the reorganization of the national setting of the United Church of Christ,culminating in the actions of the General Synod in June of 1999, the Corporation merged, asof July 1, 2000, with the Coordinating Center for Women in Church and Society, the Office ofChurch Life and Leadership, and the Stewardship Council. It is the surviving corporation fromsuch merger and in connection therewith has restated its Articles of Incorporation and adoptedthe name of Local Church Ministries (a Covenanted Ministry of the United Church of Christ) asof the date of the filing of the amended articles.In connection with the reorganization of the national setting of the United Church of Christ,culminating with the actions of the General Synod in July of 2013, the United Church of ChristBoard was created, and the members of the United Church of Christ Board became the1

members of the Corporation’s Board of Directors as of the date of the filing of the Certificate ofAmendment of the Corporation (July ___, 2013).2The members of the Corporation and the Board of Directors of the Corporation haveunanimously approved the terms and conditions hereinafter contained as the Bylaws of theCorporation from and after the date of such merger and survival, which date is July 1, 2000.ARTICLE I: NAMEA. The name of the Corporation is Local Church Ministries (a Covenanted Ministry of theUnited Church of Christ).ARTICLE II: MEMBERSHIPA. The membersdirectors of the Corporation shall be the members of its Board ofDirectors, whose meetings shall be the meetings of the Corporation, for the purposes ofany statute or rule of law relating to corporations, be the members of the Corporation,and they shall have all of the rights and privileges of members, except as otherwiseprovided by law.B. The Board of Directors vests the General Synodof the Corporation is comprised of themembers of the United Church of Christ with the power to elect not fewer than 55 normore than 58 voting members of the Board of Directors of Local ChurchMinistriesBoard.C. The voting members of the Board of Directors shall have the power to electadditional members of the Board of Directors, but only if the voting membersauthorize the exercise of such power by an affirmative vote of not less thantwo-thirds of all voting members.D. Per paragraph 252 of the Bylaws of the United Church of Christ, the members ofthe Board of Directors of Local Church Ministries elected by the General Synodshall consist of:1. 39 local church members representing Conferences, one from eachConference;2. 1 member from the Council for Racial and Ethnic Ministries;3. 1 member from each of the historically under-represented groups:a. Council for American Indian Ministryb. Council for Hispanic Ministriesc. Ministries for Racial, Social and Economic Justiced. Pacific Islander and Asian American Ministries2

3e. United Black Christiansf. The Coalition for Lesbian, Gay, Bisexual, and TransgenderConcernsg. UCC Disabilities Ministries (formerly known as The NationalCommittee on Persons with Disabilities)h. Council for Youth and Young Adult Ministries4. 2 members at-large to serve a two year term eligible for re-election for oneterm; one of whom shall be a high school youth;5. 2 members from the Council of Conference Ministers selected by thatCouncil, to serve two year terms, eligible for re-election for one term.Each Region shall be represented within the group of six ConferenceMinisters named to the Board of Directors of the Covenanted Ministries;6. Its Executive Minister;7. The General Minister and President of the United Church of Christ;8. 1 representative from the Christian Church (Disciples of Christ), chosen bythat church, to serve a two year term, eligible for re-election for one term;9. 1 representative from The Pension Boards-United Church of Christ (voice,without vote), chosen by the Board of Trustees of the Pension Boards, toserve a two year term, eligible for re-election for one term;10. 1 representative from the Seminaries of the United Church of Christ,chosen by the Presidents of those seminaries, to serve a two year term,eligible for re-election for one term; and11. 1 representative from the Council for Higher Education, chosen by thatcouncil, to serve a two year term, eligible for re-election for one term.E. The terms of office of the members of the Board of Directors, unless otherwisedesignated, shall be for six years. Terms shall commence at the close of theGeneral Synod at which directors are elected and qualified and shall terminate atthe close of the General Synod in which their successors are elected andqualified. Members shall be divided into three classes of approximately equalnumbers to be elected at each General Synod. No elected member who hasserved a full term shall be elected again until at least two years have elapsed.Terms for Council for Youth and Young Adult Ministries members, and highschool youth members as noted (D.4 above), shall be two years, with eligibilityfor re-election for one term. A person elected from a Conference resigns whenmoving to another Conference.3

4F. Additional members of the Board of Directors elected under theprovisions of Article II. C. above shall be elected by the Board of Directors fromsources acceptable to it. They shall be nominated to the Board of Directors bythe Governance Committee of the Board of Directors and assigned in equalnumbers to each of the three classes of directors, their terms to commence andterminate at the same time as the other members of that class.G. If any director fails to attend two consecutive meetings without communication tothe office of the Secretary of the Corporation, the Board of Directors shalldeclare the office of such director vacant.H. Vacancies in the membership of the Board of Directors elected by the GeneralSynod, where terms have not been completed, may be filled through election bythe Board of Directors, subject to approval by the Executive Council of theGeneral Synod of the United Church of Christ.ARTICLE III: OFFICERSA.A. The Officers of the Corporation shall be:1.2.3.4.5.6.7.8.the Chairperson of the Board of Directors, who shall be the person occupying theoffice of Chairperson of the United Church of Christ Board;the Vice Chairperson of the Board of Directors, who shall be the personoccupying the office of Vice Chairperson of the United Church of Christ Board;1. Thethe President of the Corporation, who shall be the Chairperson of theBoard of Directors;2. The Viceperson occupying the office of General Minister and President ofthe Corporation who shall be the Vice Chairperson of the Board ofDirectors;3. The Executive MinisterUnited Church of Christ;the Vice President of the Corporation, who shall be the person occupying theoffice of the Executive Minister;the Executive Minister;4. Thethe Secretary of the Corporation, who shall be the person occupyingthe office of the Chief Administrative Officer of the United Church of Christ;5. Thethe Treasurer of the Corporation, who shall be the person occupyingthe office of the Chief Financial Officer of the United Church of Christ; and6. Suchsuch other Officersofficers as the Board of Directors may from timeto time elect for the transaction of the business of the Corporation.B.B. Except as otherwise provided in these Bylaws, the duties of the officers shall besuch as usually pertain to such offices. Except as otherwise provided in these Bylaws,any officer may be removed with or without cause by the Board of Directors. All officersshall hold office until his/her successor has been elected and qualified and hasassumed the duties of the office, unless the officer has resigned, died, becomeincapacitated or been removed by the Board of Directors (if elected by the Board).4

C. The election, terms, and duties of Officers shall be as follows:51. The Chairperson and Vice Chairperson of the Board of Directors (President andVice President of the Corporation)a. The Chairperson and Vice Chairperson of the Board of Directorsshall be elected from among the directors of the Corporationelected by the General Synod. They shall be nominated by theGovernance Committee of the Board of Directors and elected bythe Board of Directors for a term of two years each, commencing atthe conclusion of one General Synod, and ending at the close ofthe next General Synod or whenever a successor is duly electedand qualified.ba.cb.The Chairperson and Vice Chairperson shall have responsibility for thewell beingwellbeing and life of the Board of Directors together with theExecutive Committee and the Executive Minister. The Chairperson shallpreside at all meetings of the Board of Directors and the ExecutiveCommittee. . In the absence of the Chairperson, the Vice Chairpersonshall preside. In consultation with the Executive Minister, the Chairpersonand Vice Chairperson shall assist the Executive Committee in planningthe meeting and agenda of the Board of Directors.The Chairperson and the Vice Chairperson shall consult regularly with theExecutive Minister on behalf of the Board of Directors. When called uponby the Board of Directors and/or Executive Minister, the Chairperson andVice Chairperson shall represent Local Church Ministriesthe Corporationin cooperation with the Executive Minister.2. President of the CorporationThe President shall exercise supervision over the business of the Corporation.The President shall have authority to sign all certificates and all deeds,mortgages, bonds, agreements, notes, and other instruments requiring her/hissignature and shall have such powers and duties as the Board of Directors mayfrom time to time assign to her/him.5

3. Vice President of the Corporation6d. In the event that the Chairperson or Vice Chairperson resigns, or isdeemed by the Board of Directors to be unable to continue to servedue to illness or other reason, the Board of Directors shall declarethe position vacant. The Executive Committee may select aChairperson or Vice Chairperson pro tem. The GovernanceCommittee of the Board of Directors shall nominate a candidate forthe vacant position, and the Board of Directors shall elect amember of the Board of Directors to fill the vacant position.The Vice President shall have such powers and duties as the Board of Directorsmay from time to time assign to her/him.2.4. The Executive Ministera. The Board of Directors vests the General Synod of the United Church ofChrist with the authority to call by election the Executive Minister of theCorporation to be an Officer of the United Church of Christ.b. The Board of Directors, by and through a search committee broadlyrepresentative of the United Church of Christ and appointed by the Boardof Directors, shall nominate the Executive Minister. The Board of Directorsshall elect the Executive Minister to be an officer of the Corporation by atwo-thirds vote of the Board of Directors for a term of four years. AnExecutive Minister may serve up to three consecutive terms.c. The term of office of the Executive Minister in both capacities shall beginwithin ninety days following his/her election by General Synod as anOfficer of the United Church of Christ, unless otherwise provided by theBoard of Directors.The Executive Minister shall hold office until his/her successor hasbeen elected and qualified and has assumed the duties of theoffice, unless the Executive Minister has resigned, died, becomeincapacitated or been removed by the Board of Directors.d. For the initial term of office of an individual Executive Minister, thenomination of a candidate for election shall be made by a searchcommittee appointed by and from the Board of Directors. The searchcommittee shall include, but not be limited to, the General Minister andPresident of the United Church of Christ and, one Conference Ministernamed by the Council of Conference Ministers, and one representative ofthe Council for Racial and Ethnic Ministries to be selected from theCOREM members on the Board of Directors of Local Church Ministries,each with voice and vote. the Corporation, and such other members asdeemed necessary and appropriate by the Board of Directors andappointed by the Board of Directors, provided however, in all cases, notless than two-thirds of the members of the search committee shall consist6

of members of the Board of Directors. Members of the search committeeshall have voice and vote. At least one member of the search committeeshall be a youth or young adult. The Executive Minister shall notparticipate in the work of the Search Committeesearch committeechoosing a successor. The affirmative action commitments of LocalChurch Ministriesthe Corporation and the United Church of Christ shall befully respected in the search process. The search committee shall beresponsible to present a candidate who, if elected, will contribute to thediversity of the Collegium of Officers of the United Church of Christ. Thecandidate presented by the search committee may be elected asExecutive Minister by a two-thirds vote of the Board of Directors before hisor her name is placed in nomination before the General Synod by theBoard of Directors for call by election as an Officer of the United Churchof Christ. in accordance with the procedures of the United Church ofChrist which provide that: (1) Only one nominee may be presented to theGeneral Synod. ; (2) No nominations may be made from the floor. ; and(3) An affirmative vote of at least sixty percent by the General Synod isnecessary for call by election as an officerOfficer of the United Church ofChrist.7e. An individual Executive Minister shall be re-nominated and re-elected inaccordance with the process set forth in the Standing Rules of the UnitedChurch of Christ Board.f. The Executive Minister may be a lay person, an ordainedauthorizedminister, or a person with ordained ministerial partner standing.f. For subsequent terms of office of an individual Executive Minister,nomination to the Board of Directors shall be made by thePersonnel Committee of the Board of Directors. TheBoard of Directors may, by a two-thirds vote, reelect the ExecutiveMinister and place her or his name in nomination before theGeneral Synod for call by election as an Officer of the UnitedChurch of Christ.g. The Executive Minister is accountable to, and serves at the will of, theBoard of Directors, and is accountable to the General Synod through theUnited Church of Christ Board. He/Sheshe may be terminated asExecutive Minister by the Board of Directors in accordance withprocedures established by the Board of Directors after consultation withthe Executive CouncilUnited Church of Christ Board acting as GeneralSynod ad interim. If, in the opinion of the Board of Directors, the interestsof the Corporation require that the Executive Minister be relieved ofhis/her duties pending such consultation, the Board of Directors maydirect the same.The Executive Minister shall be evaluated regularly by a processapproved by the Board of Directors. The General Minister and President7

of the United Church of Christ shall participate in the process of evaluatingthe Executive Minister of the Corporation, with voice and vote.8h. The Executive Minister is the principal minister and chief executiveofficer of the Corporation, responsible for the execution of policy set bythe Board of Directors and for providing guidance and leadership to thelife of the Corporation, its Board of Directors and staff, as set forth inthese Bylaws and in any position description which the Board of Directorsmay adopt. The Executive Minister shall oversee the programmatic workof the Corporation, which shall be carried out in accordance with thepolicies, planning, and broad oversight of the United Church of ChristBoard. With the General Minister and President of the United Church ofChrist, the Executive Minister shall be involved in the overall functions ofthe national setting, including visioning and planning, communications,development and management of budgets, development and leadershipof staff, and implementation of policies adopted by the General Synod andthe United Church of Christ Board.i. As an Officer of the United Church of Christ, the Executive Minister is amember ex-officio (with voice and vote) of the Collegium of Officers, theMission Planning Council, the General Synod and the Executive Councilof the United Church of Christ Board, and shall provide leadership for thecovenantal ties of Local Church Ministriesthe Corporation with all otherexpressions of the United Church of Christ and with ecumenical and otherpartners of the United Church of Christ.j. The Executive Minister serves as an ex-officio member, with voice andvote, in all meetings and committees of the United Church of Christ Boardand accordingly as a member of the Board of Directors andof theCorporation except in the Personnel Committee and the Audit Committeeof the Board of Directors where she/he shall have voice only. .k. The Executive Minister shall:1) 1. Act as a guiding, coordinating and executive head of theCorporation;2)2. Represent Local Church Ministriesthe Corporation at meetings ofthe General Synod and Executive Council of the United Church ofChrist Board;3)3. Be particularly charged with relations between Local ChurchMinistriesthe Corporation and the Conferences of the UnitedChurch of Christ;4)4. Cultivate interdenominational relations and present to the Board ofDirectors matters of concern to the religious bodies of the nation;5) 5. Bring to the attention of the Board of Directors matters of generalpolicy in order to correlate the interests and activities of theCorporation, and be responsible for initiative in matters of general8

policy, budgets and promotion and for the execution of thedecisions of the Board of Directors;6) Shall define6. Define the fields of initiative andresponsibilities of the Corporation’s Ministry Team Leaders, otherexecutive staff, the ministers and other staff of Local ChurchMinistriesCommittee of the United Church of Christ Board; and7)7. Assist the committees of the Board of Directors.93.5. Secretary of the Corporationa. The Secretary of the Corporation shall be elected byreport directly to theBoardPresident of Directorsthe Corporation.cb.The Secretary of the Corporation may be a member of the executive staffof Local Church Ministries. Or, a member of the Board of Directors mayserve as the Secretary of the Corporation, with appropriate assignment tostaff of the responsibilities listed below (c.).. Unless otherwiseassigned, the Secretary of the Corporation shall:1)1. Keep the official record of the proceedings of the Corporation andof the meetings of the Board of Directors and its ExecutiveCommittee;2)2. Have custody of the Corporation'’s deeds, leases, policies ofinsurance, certain agreements and related legal documents andpapers pertaining to the business of the Corporation;3)3. Execute and deliver in the name of and on behalf of theCorporation certain agreements, contracts and leases;4) Be the Personnel Officer and General Business Officer ofthe Corporation;5) 4. Meet with the Board of Directors and its Executive Committeeand may meet with the Personnel Committee, with voice butwithout vote; (unless the person serving as Secretary of theCorporation is also a director of the Corporation, in which casesuch person would have voice and vote;); and6)5.Perform other such duties as assigned to her/him by theExecutive MinisterPresident or the Board of Directors.4. 6. Treasurer of the Corporationa. The Treasurer of the Corporation shall be elected byreport directly to theBoardPresident of Directorsthe Corporation.b. The Treasurer of the Corporation may be a member of the executive staffof Local Church Ministries. Or, a member of the Board of Directors may9

serve as Treasurer of the Corporation, with appropriate assignment tostaff of the responsibilities listed below (c.).c. Unless otherwiseassigned, the Treasurer of the Corporation shall:101)1. Be responsible for the custody of the Corporation'’s bonds, stocks,and certain agreements and related legal documents and paperspertaining to the business of the Corporation, except as held by theSecretary of the CorporationPresident;2) 2. Have charge of the collection, receipt and custody of the funds ofthe Corporation, of all disbursements of money authorizedgenerally or specifically by the Board of Directors, or its empoweredcommittees;3) 3. Be responsible for such investments and changes ininvestments as shall have been authorized and directed by theBoard of Directors;4) 4. Be responsible for the keeping of full and accurate financialaccounts, and shall make a written report to the Board of Directorsat each regular meeting thereof;5) 5. Be able to borrow money in the name and on behalf of theCorporation for the legitimate uses pursuant to such vote as mayfrom time to time be passed by the Board of Directors;6) 6. Give bond for the faithful performance of the Treasurer'’s dutiesin such form and amount as may be directed by the Board ofDirectors;7) 7. Be the budget officer of the Corporation who, in consultation withthe President, Executive Minister, the Secretary of the Corporationand the Corporation’s Ministry Team LeadersCommittee of theUnited Church of Christ Board, shall develop proposedbudgetsbiennial income goals and monitor actual vs. budgetedincome and expenditures;8) 8. Meet with the Board of Directors and its Executive Committee,Audit Committee and Budget and Finance Committee, with voicebut without vote (unless the person serving as Treasurer of theCorporation is also a director of the Corporation, in which casesuch person would have voice and vote); and9) On behalf of Local Church Ministries, serve on the UCCInvestment Committee convened under the auspices of theUnited Church Foundation-United Church of Christ.10) 9. Perform other such duties as assigned to her/him by theExecutive MinisterPresident or the Board of Directors.dc.All checks on the Corporation'’s bank account or accounts, and allpromissory notes or other obligations of the Corporation, shall be signedin the manner prescribed, and by such officers and other designees asmay be designated, by the vote of the Board of Directors.10

ed.The Treasurer of the Corporation, and a Ministry Team Leader or otherordesignee so authorized by the Board of Directors, together with theExecutive MinisterPresident or the Secretary of the Corporation or anyother designee so authorized by the Board of Directors, or such officersas may in any case be specifically required by law, shall execute anddeliver in the name and on behalf of the Corporation, under its corporateseal, agreements, contracts and leases; discharges, satisfactions,assignments and extensions of mortgages; release, warranty andquitclaim deeds; receipts and releases for legacies and distributive sharesof decedents'’ estates, and any refunding bonds in connection with same;assignments and transfers of stocks or bonds, including any or all UnitedStates registered bonds, and registered bonds of any description, whetherheld in a fiduciary capacity or otherwise.115. Ministry Team Leadersa. There shall be as many Ministry Team Leaders as therequirements of the work make necessary, the number to bedetermined by the Board of Directors.b. Ministry Team Leaders shall sustain a general relationship to thewhole of Local Church Ministries and shall be concerned, togetherwith the Executive Minister, the Secretary of the Corporation, theTreasurer of the Corporation and their colleagues, for the wisdomand effectiveness of its policies and programs.c. Ministry Team Leaders shall be responsible for the developmentand effective functioning of their Ministry Team in such ways thatthe Team is collegial and productive within the program policy anddefinitions established by the Board of Directors. Ministry TeamLeaders shall be collectively involved in the search for staff. Theyshall report regularly to the Executive Minister and their respectiveMinistry Team Committee regarding progress made and that whichis learned in the implementation of the work of their Ministry Team.d. Ministry Team Leaders shall be members of the Mission PlanningCouncil of the United Church of Christ.e. Ministry Team Leaders shall meet with the Board ofDirectors, its Executive Committee and their respective MinistryTeam Committee, with voice but without vote.ARTICLE IV: THE BOARD OF DIRECTORS11

A. TheSubject to the oversight of the United Church of Christ Board, the Board ofDirectors shall set the policies governing the use and direction of all resources of theCorporation on behalf of the mandates set forth in the Corporation's Articles ofIncorporation, these Bylaws and any other policies established by the Board ofDirectors. The Board of Directors will evaluate the adequacy of its policies and theirimplementation on a regular basis.12B. The Board of Directors:1. Shall manage the business and affairs of the Corporation;2. May establish rules, consistent with these Bylaws, for the regulation of its ownproceedings and those of the officers, agents, employees, Ministry TeamCommittees, Standing Committees, Executive Committee, and any otherand anycommittees of the Corporation;3. May elect and/or appoint such officers and agents to forward its work as it shallfrom time to time deem advisable;4. May authorize and elect such Standing Committeescommittees as thenecessities of the work require, giving to them such powers not otherwiseallocated in thethese Bylaws, as seems wise and desirable to the Board ofDirectors;5. Shall ensure that the diversity of the Board of Directors is represented in theleadership and membership of the committees of the Board of Directors;6. May, except as otherwise provided in these Bylaws, determine the duties of theofficers and committees of the Corporation and fix their compensation, if any;and7. Shall make provision for, and shall receive, the report of an annual financial auditof the Corporation.C. Regular meetings of the Board of Directors shall be held twice a year. Notice ofmeetings shall be sent to all directors at least twenty days in advance. Notice may begiven by personal delivery or by United States mail, express mail, or courier service,with postage or fees prepaid, or by authorized communicationsthirty days in advance.Minutes of the meetings shall be sent to all members. The Board of Directors shall holdits meetings in the location and at the same time as the meetings of the United Churchof Christ Board and of the Boards of Directors of the other Covenanted Ministries of theUnited Church of Christ.equipment (as defined in Article XII). Such notice shall, in all events, be deemedto have been properly and duly given if mailed or sent by overnight courierservice, or sent by authorized communications equipment at least twenty (20)days prior to the meeting and directed to the address of each director, oraddress for transmissions by authorized communications equipment, as shownupon the Secretary’s records and, in the event of a meeting to be held by12

telephone, if the notice sets forth the telephone number as shown upon theSecretary’s records, at which each director may be reached for purposes ofparticipation in the meeting, and states that the Secretary must be notified if adirector desires to be reached at a different telephone number. Notice shall bedeemed to have been waived by any director who shall participate in suchmeeting without protesting, prior to or at the commencement of the meeting,the lack of proper notice, and may be waived, in writing, by any director eitherbefore or after such meeting. If notice is sent by United States mail, expressmail or courier service, the notice shall be deemed to have been given whendeposited in the mail or with the courier service. If notice is given by personaldelivery or by authorized communications equipment, the notice shall be deemedto have been given when delivered or transmitted. Its minutes shall be sent to allmembers.13D. Special meetings of the Board of Directors may be called upon written request offiveten voting members, or by the Chairperson of the Board of Directors or by theExecutive MinisterPresident. At least ten days' notice of any special meeting shall begiven to each member of the Board of Directors in the manner prescribed in thepreceding paragraph. The notice must indicate the purpose of the meeting.E. At all meetings of the Board of Directors, a majority of its members shall constitute aquorum. Meetings of the directors may be held by means of authorizedcommunications equipment.F. All members of the Board of Directors, unless specified otherwise in theseBylaws, shall serve on one of the Ministry Team Committees and one of theStanding Committees of the Board of Directors.G. In the relationship of the Board of Directors and staff of the Corporation for LocalChurch Ministries, the Board of Directors sets policies and the staff implementsthese policies, the exception being those policies internal to the life andfunctioning of the Board of Directors for which the Board of Directors isaccountable to itself and its members.ARTICLE V: EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORSA. There shall be an Executive Committee of the Board of Directorscomposed of the Chairperson and Vice Chairperson of the Board ofDirectors, the Executive Minister, the Chairperson of each Ministry TeamCommittee, each Standing Committee and each Other Committee of the Boardof Directors, and one member of the Board of Directors at large. No less than51% of its members shall constitute a quorum.B. The Secretary of the Corporation, Treasurer of the Corporation, and eachMinistry Team Leader, shall meet with the Executive Committee from time totime and have voice but without vote.13

C. The Executive Committee shall meet at the call of the Chairperson of the Boardof Directors (who shall serve as Chairperson of the Executive Committee) or theExecutive Minister. At least ten days' written notice of its meetings shall begiven.14D. The Executive Committee shall have the full powers of the Board of Directors tomanage and conduct the affairs of the Corporation when the Board of Directorsis not in session. Actions of the Executive Committee in this regard shall belimited to those which the Executive Committee deems necessary for the actionto be timely, and the Executive Committee shall report all such actions to thenext meeting of the Board of Directors.E. The Executive Committee, together with the Chairperson, Vice Chairperson andExecutive Minister, shall be responsible for the well being and life of the Board ofDirectors, and shall plan the agenda and meetings of the Board of Directors.The Executive Committee shall be the Business Committee during all regular orspecial meetings of the Board of Directors. Except when acting as the BusinessCommittee for meetings of the Board of Directors, its minutes shall be distributedto all directors.ARTICLE VI: BOARD OF DIRECTORS MINISTRY TEAM COMMITTEESA. The program mandates and responsibilities of Local Church Ministries shall beallocated by the Board of Directors among Ministry Teams. The number of, andthe area(s) of responsibility for, such Ministry Teams will be determined by theBoard of Directors.B. There shall be a Ministry Team Committee of the Board of Directors for eachMinistry Team.C. The Ministry Team Committee shall recommend to the Board of Directorspolicies, goals, and evaluation procedures of the Board of Directors for allprograms in the area(s) of responsibility of the Ministry Team.D. Ministry Team Leaders, and staff assigned to their direction, shall implementpolicies, programs and evaluation procedures in the area(s) of responsibility ofthe Ministry Team Committee and may assist their Ministry Team Committee inits responsibility for recommending programs, policies and evaluation proceduresto the Board of Directors.ARTICLE VII: BOARD OF DIRECTORS STANDING COMMITTEESA. There shall be the following Standing Committees of the Board of Directors, andsuch other Standing Committees as the Board of Directors may from time totime determine:14

151. Governance Committee2. Personnel Committee3. Budget and Finance Committee4. Audit CommitteeB. The Chairperson of the Board of Directors shall be a member of all StandingCommittees with voice and vote. The Executive Minister shall be a member ofall Standing Committees with voice and vote, except in the case of the PersonnelCommittee where she/he shall have voice but not vote.C. Other members of the Board of Directors shall each be a member of oneStanding Committee. Each Standing Committee shall have approximately thesame number of members.D. The members and chairpersons of all Standing Committees shall be elected bythe Board of Directors. They shall be nominated by the Governance Committeeexcept in the case of the members and chairperson of the GovernanceCommittee who shall be nominated by the Chairperson of the Board of Directors.E. The Executive Minister will assign staff to each Standing Committee withresponsibilities for the planning and preparation of meetings and for appropriateimplementation of its decisions. Such staff will have voice but not vote at themeetings of the Standing Committee to which they are so assigned.F. The Governance Committee shall:1. Nominate the Chairperson and Vice Chairperson of the Board ofDirectors to be elected by the Board of Directors.2. Nominate the chairperson and all members of the Ministry TeamCommittees and the Standing Committees of the Board or Directors,except the Governance Committee.3. Nominate persons to fill vacancies for the balance of the term remainingon the Board of Directors, its Ministry Team Committees and StandingCommittees, and on other bodies to which the Board of Directors elects ornominates the person to hold office.4. Nominate additional members of the Board of Directors to be elected inaccordance with Article II.C. and II.F. above.5. Nominate members of interdenominational bodies and similarorganizations on which the Corporation for Local Church Ministries isofficially represented.15

166. Lead the Board in regularly reviewing and updating the Board’s Covenantof Commitment, Standing Rules, Bylaws and areas of responsibility, andthe expectations of individual Board members.7. Lead in assessment of the current and anticipated needs for Boardcomposition and develop a profile of the Board as it should evolve overtime.8. Design and oversee a process of orientation, including information prior toelection and during the first biennium of Board activity for new members.9. Initiate the periodic review of the Board’s performance and provideongoing counsel to the Board Chairperson and Vice Chairperson andother Board leaders on steps she/he might take to enhance Boardeffectiveness.10. Consist of directors elected by the Board of Directors upon nomination ofthe Chairperson of the Board of Directors. The Chairperson of the Boardof Directors and the Executive Minister shall be members of thecommittee with voice and vote.G. The Personnel Committee shall:1. Consider all questions relating to personnel of the Corporation, makepolicy recommendations to the Board of Directors, and oversee theadministration of policies and procedures voted by the Board of Directors.2. Work in collaboration with personnel services provided by CommonServices through the Office of General Ministries, including thedevelopment and administration of common personnel policies andcommon salary administration by the Covenanted Ministries of the UnitedChurch of Christ.3. Consist of directors elected by the Board of Directors upon nomination ofthe Governance Committee of the Board of Directors. The Chairpersonof the Board of Directors shall be a member of the committee with voiceand vote. The Executive Minister shall be a member with voice butwithout vote. The Secretary of the Corporation may meet with thecommittee and have voice but without vote.H. The Budget and Finance Committee shall:1. Review all financial resources and be responsible for financial planning.2. Review the proposed Annual Budget recommended by the ExecutiveMinister in consultation with the Treasurer of the Corporation and theTeam Leaders, and prepare the Annual Budget of the Corporation to be16

ecommended to the Board of Directors at its last regular meeting of thefiscal year.173. Recommend investment policies to the Board of Directors, and monitorand report on their implementation to the Board of Directors.4. Make recommendations to the Board of Directors regarding themanagement of invested assets of the Corporation. It shall regularlyreview the performance of such management and report to the Board ofDirectors.5. Report to the Board of Directors at each regular meeting concerning allinvestments and changes in investments made or authorized since thepreceding meeting.6. Provide for representation of two persons to serve on the InvestmentCommittee convened under the auspices of the United ChurchFoundation - United Church of Christ who shall serve in that capacity onbehalf of the Corporation; one of whom shall be the Treasurer.7. Have full power to manage property of the Corporation purchased orotherwise attained for investment purposes, including the power topurchase, lease, sell, transfer, assign or convey property, real or personal,subject to the regulations of the several states as to the purchase or saleof real property; to affix the seal of the Corporation to all such contracts,papers and documents as may be required; to select the banks or trustcompanies, whether in the Stateof Ohio or elsewhere, which are to be the depositories of the funds of theCorporation, including funds which are held in trust; and to place in thecustody or keeping of such banks or trust companies, whether in the Stateof Ohio or elsewhere, the securities or investments representing the fundsof the Corporation or funds held or managed by it.8. Consist of persons elected by the Board of Directors upon nomination bythe Governance Committee of the Board of Directors. Two of thesepersons shall be the Executive Minister and Treasurer of the Corporationwho shall be ex officio members. The Executive Minister shall have voiceand vote while the Treasurer shall have voice without vote. An investmentofficer or person with investment expertise, designated by the Board ofDirectors may meet with the committee and have voice but not vote.I. The Audit Committee shall:1. Make recommendations to the Board of Directors concerning the annualfinancial audit of the Corporation;2. Review the annual financial audit with the auditor and present a report tothe Board of Directors; and17

183. Consist of members of the Board of Directors elected by the Board ofDirectors upon nomination by the Governance Committee of the Board ofDirectors. The Executive Minister and the Treasurer of the Corporationshall meet with the committee and have voice but without vote.ARTICLE VIIIV: OTHER COMMITTEESA. There shall be the following Other Committees: The Daniel Hand ReviewCommittee and the Development Committee, which shall be advisory to theBoard of Directors. The Board may provide for additional advisory committeesas the Board deems desirable and the Board may discontinue the same at itspleasure. A majority of the members of the Daniel Hand Review Committee, theDevelopment Committee and any such additional advisory committee, includingthe Chair, will be members of the Local Church Ministries Board of Directors.Each such additional advisory committee shall be advisory to the Board and shallhave such powers and perform such duties or functions, not inconsistent withlaw, as may be prescribed to it by the Board.B. The Daniel Hand Review Committee shall:1. Oversee and implement the policies related to the Daniel Hand Fund forthe Education of Colored People;2. Provide annual recommendations to the full LCM Board of Directors fordistribution of income to be made to the recipients based upon the reportsreceived from the colleges and institutions;3. Recommend to the LCM Board of Directors all subsequent funding andpotential changes related to distribution of income;4. Consist of members of the Board of Directors elected by the Board ofDirectors upon nomination by the Governance Committee of the Board ofDirectors;5. The composition of members of the Daniel Hand Review Committee willbe reflective of the ongoing inclusive priorities of the United Church ofChrist; the Chair of the Daniel Hand Review Committee will be a memberof the Local Church Ministries Board of Directors; the size of thecommittee will have no less than five and no more than seven totalmembers. A majority of the members of the Daniel Hand Fund ReviewCommittee, including the Chair, will be members of the Local ChurchMinistries Board of Directors.C. The Development Committee shall:1. Involve and motivate Local Church Ministries Board members andvolunteers in cultivation and solicitation of gifts;18

192. Help to develop policies for board and staff action related to giftsolicitation, recognition, and gift acceptance;3. Ensure that the case for support is strong, current, and based on LocalChurch Ministries’ mission, mandates and goals;4. Help to develop strategies for involvement and cultivation of major giftprospects;5. Foster a cooperative relationship with other settings of the church withinand outside the national setting on fundraising;6. Help to evaluate potential prospects for increased contributions;7. Help to develop expectations for financial contributions from the Board,and provide leadership by making their own gifts;8. Solicit gifts at levels required for annual solicitation, special and plannedgiving programs;9. Participate actively in special events and provide leadership for LocalChurch Ministries’ capital campaigns;10. Develop a process for the appropriate writing and signing of solicitationletters;11. The composition of members of the Development Committee will bereflective of the ongoing inclusive priorities of the United Church of Christwith expertise in fundraising; the Chair of the Development Committee willbe a member of the Local Church Ministries Board of Directors; the size ofthe committee will have no less than five and no more than seven totalmembers. A majority of the members of the Development Committee,including the Chair, will be members of the Local Church Ministries Boardof Directors.The Board of Directors may provide for such standing and other committees as it deemsappropriate and discontinue the same at its pleasure, and each such committee may draw onexpertise beyond the Board of Directors if necessary.ARTICLE IXVI: AFFILIATED CORPORATIONSA. TheSubject to the approval of the United Church of Christ Board, the Board of Directorsshall approve the creation of new corporations to be affiliated with the Corporation.B. The Board of Directors shall approve the plan of affiliation for an existing corporationseeking to become an affiliated corporation. This plan must be mailed to members of19

the Board of Directors at least ten days before the meeting at which such vote is to betaken.20C. The Board of Directors shall approve the Articles of Incorporation, Bylaws and/or Rulesof all proposed (new or existing) affiliated corporations. Proposed Articles and/orBylaws must be mailed to members of the Board of Directors at least ten days beforethe meeting at which such vote is taken.D. The Board of Directors shall approve all amendments to the Articles of Incorporation,Bylaws and/or Rules of affiliated corporations. Proposed amendments to the Articlesand/or Bylaws must be mailed to members of the Board of Directors at least ten daysbefore the meeting at which such vote is taken.E. The Board of Directors shall elect the members of the Board of Directors of affiliatedcorporations upon nomination by the Governance Committee of the Board of Directors.ARTICLE XVII: OTHER RULESA. The following Rules shall apply in the event the Executive Minister is unable todischarge the responsibilities of the position, or if there is a vacancy in the office, including avacancy due to removal of the Executive Minister by the Board of Directors:1. The Board of Directors, in consultation with the General Minister and Presidentof the United Church of Christ, shall appoint an Acting Executive Minister toserve until the Executive Minister returns to service, or is replaced by asuccessor has been duly nominated and called by election by the General Synodof the United Church of Christ.2. In the event that the Board of Directors appoints an Acting Executive Minister forany reason, it shall so advise the Executive Council ofUnited Church of ChristBoard acting as the General Synod ad interim and shall recommend the ActingExecutive Minister for appointment as an Acting Officer of the United Church ofChrist.3. If the Acting Executive Minister is not appointed as an Acting Officer of theUnited Church of Christ, the Board of Directors may (but shall not be obligatedto) determine whether to remove the Acting Executive Minister as a result ofsuch circumstance.4. An Acting Executive Minister shall serve at the will of the Board of Directors, andunless removed by the Board of Directors, until the Executive Minister returns toservice, or is replaced by a successor nominated by the procedures set forthherein and subsequently called by election by the General Synod as an Officer ofthe United Church of Christ.B. No appeal for funds shall be made by any member of the Board of Directors orstaff of Local Church Ministries for any unbudgeted item of support or new workunless permission shall first have been secured from the Board of Directors or20

the Executive Committee. Before the Board of Directors or the ExecutiveCommittee considers any request for such authorization, the proposal must havebeen approved by the Executive Minister and appropriate Ministry TeamLeaders.21C. Rules relating to the particularities of the inception of the Corporation (such asinitial terms of directors to establish classes, initial election of the ExecutiveMinister, etc.) shall be adopted by separate action of the Board of Directors andappended hereto.ARTICLE XIVIII: INDEMNIFICATIONA. Authorization1. In the event that any person who was or is a party or is threatened to be made aparty to any threatened, pending or completed civil, criminal, administrative orinvestigative action, suit or proceeding, other than an action by or in the right ofthe Corporation, seeks indemnification from the Corporation against expenses(including attorneys' fees), judgments, fines and amounts paid in settlement,actually and reasonably incurred by such person in connection with such action,suit or proceeding by reason of the fact that such person is or was atrusteedirector, officer, employee, agent or volunteer of the Corporation, or is orwas serving at the request of the Corporation as a trustee, director, officer,employee, member, manager, agent or volunteer of another corporation(domestic or foreign, nonprofit or for profit), limited liability company, partnership,joint venture, trust, or other enterprise, then, unless such indemnification isordered by a court and subject to Section 1702.12(E)(3) of the Ohio RevisedCode, the Corporation shall determine or cause to be determined in the mannerprovided in Section 1702.12(E)(4) of the Ohio Revised Code whether or notindemnification is proper in the circumstances because the person claiming suchindemnification has met the applicable standards of conduct set forth in divisions(E)(1) and (E)(2) of Section 1702.12 of the Ohio Revised Code and, to the extentthat it is so determined that such indemnification is proper, the person claimingsuch indemnification shall be indemnified.2. Expenses, including attorneys' fees, incurred by a trustee, director, officer,employee, member, manager, agent or volunteer in defending any action, suit orproceeding referred to in this Paragraph A of this Section may be paid by theCorporation as they are incurred in advance of the final disposition of suchaction, suit or proceeding, as authorized by the trusteesdirectors in the specificcase upon receipt of an undertaking by or on behalf of the trustee, director,officer, employee, member, manager, agent or volunteer to repay such amount ifit ultimately is determined that such person is not entitled to be indemnified bythe Corporation as authorized in this ArticleParagraph.3. The indemnification authorized by Paragraph A of this Section shall not bedeemed exclusive of, and shall be in addition to, any other rights granted tothose seeking indemnification, pursuant to the Articles of Incorporation of the21

Corporation, these RegulationsBylaws, any agreement, vote of members ordisinterested trusteesdirectors, or otherwise, both as to action in their officialcapacities and as to action in another capacity while holding their offices orpositions, and shall continue as to a person who has ceased to be a trustee,director, officer, employee, member, manager, agent or volunteer and shall inureto the benefit of the heirs, executors, and administrators of such person.224. For purposes of this Article, the term "volunteer" is used as defined by Chapter1702 of the Ohio Revised Code, as amended.5. The provisions of Section 1702.12(E)(5)(a)(i) of the Ohio Revised Codeapplicable to automatic advance payment of expenses shall not apply to theCorporation.B. Insurance1. The Corporation, to the extent permitted by Chapter 1702 of the Ohio RevisedCode of Ohio, may purchase and maintain insurance or furnish similar protectionincluding, but not limited to, trust funds, letters of credit or self-insurance, for or onbehalf of any person who is or was a trusteedirector, officer, employee, agent orvolunteer of the Corporation, or is or was serving at the request of the Corporation as atrustee, director, officer, employee, member, manager, agent or volunteer of anothercorporation (domestic or foreign, nonprofit or for profit), limited liability company,partnership, joint venture, trust or other enterprise.C. Limitation1. Anything to the contrary notwithstanding, the Corporation shall not indemnifytrusteesdirectors or officers or other persons or entities, pay their expenses in advanceor pay insurance premiums on their behalf if such indemnification payment, advanceexpense payment or payment of insurance premium would constitute a violation of anyprovision of the Internal Revenue Code of 1986, as amended (the "Code"), applicableto a private foundation as defined in Section 509(a) of the Codethe Corporation.ARTICLE XII: AUTHORIZED COMMUNICATIONS EQUIPMENTA. Authorized Communications Equipment1. Authorized communications equipment may be used for the purpose ofgiving notice of meetings or any notice required by Chapter 1702 of theOhio Revised Code, attending and participating in meetings, giving a copyof any document or transmitting any writing required or permitted underChapter 1702 of the Ohio Revised Code, or voting. “Authorizedcommunications equipment” means any communications equipment,including telephone, telecopy or any electronic means, from which it canbe determined that the transmission was authorized by, and accuratelyreflects the intention of the member or Director involved, and with respect22

to meetings, which allows all persons participating in the meeting tocontemporaneously communicate with each other.23B. Notice Sent by Authorized Communications Equipment1. If a notice is sent to a member or Director by authorized communicationsequipment, that notice shall be deemed properly delivered if sent to theaddress furnished by themember or Director for transmissions by authorized communicationsequipmentArticle XIII: RECORD OF DIRECTORSA. The Secretary of the Corporation shall maintain a record containing the names ofall directors, together with the last known address of each director. There shallalso be stated therein the date upon which each director became such, and uponthe termination of any directorship for any cause, the facts relating thereto shallbe recorded in said record, together with the date of such termination.B. It shall be the duty of every director, upon becoming such, to furnish forthwith tothe Secretary of the Corporation, for inclusion in such record, his or her thenmailing address and address, if any, for transmissions by authorizedcommunications equipment, and likewise to report promptly to the Secretary forinclusion in such record any change in any such address.ARTICLE XIVIX: AMENDMENTSA. These Bylaws may be amended at any meeting by a two-thirds vote of the entiremembership of the Board of Directors, provided that proposed changes or amendmentsshall have been submitted in writing to the entire membership of the Board of Directorsat least ten days prior to the date of the meeting.B. Any modification of the powers in Article II.B., Article II.C. or Article III.C.2.4.a of theseBylaws shall be authorized by the Board of Directors only after consultation with theCollegium of Officers and the Executive Council of the United Church of Christ Boardand after presentation to the General Synod at two regular meetings of the GeneralSynod, and shall require an affirmative vote of not less than two-thirds of all votingmembers of the Board of Directors (cf. Paragraph 6061(dc) of the Constitution of theUnited Church of Christ).C. Members may vote on changes or amendments either in person or in such othermanner as established by the Board of Directors and in accordance with the laws of theState of Ohio.D. The Secretary of the Corporation is authorized to make editorial changes in thetheseBylaws of the Corporation for Local Church Ministries whenever necessary, afterconsultation with legal counsel for the Corporation.23

2424

(Appendix A)25AMENDEDARTICLES OF INCORPORATIONOFLOCAL CHURCH MINISTRIES(A COVENANTED MINISTRY OF THE UNITED CHURCH BOARD FOR HOMELANDMINISTRIESOF CHRIST)These Amended Articles of Incorporation supersede the existing Articles.FIRST: The name of the corporation shall be Local Church Ministries (a CovenantedMinistry of the United Church of Christ).SECOND: The place in the State of Ohio where the principal office of the corporation isto be located is the City of Cleveland in the County of Cuyahoga.THIRD: The Corporationcorporation is organized exclusively for charitable, educationaland literary purposes. As such, it continues the work of the United Church Board forHomeland Ministries, a predecessor body with the following purposes:First: To conduct missionary and educational operations, and diffuse aknowledge of the Holy Scriptures, in the United States and in other countries,and promote Christian civilization by endowing, assisting or establishingacademic, collegiate, or theological institutions of learning therein, and assistingpersons of either sex seeking an education.Second: To establish, aid and promote churches, Sunday schools, Bible schoolsand kindred institutions, either directly or through other corporations havingsimilar objects in the United States and in other countries.Third: To promote the building of meeting-houses, parsonages and otherbuildings by churches of the United Church of Christ or by any Christianchurches without limitation as to sect, denomination or name.Fourth: To publish, purchase, sell, circulate and distribute, in such manner as itshall deem expedient, any and all publications, books, tracts, papers orperiodicals, calculated to promote good morals, pure Christianity or the spreadand extension of the gospel of Jesus Christ.Fifth: And in general to extend the gospel or the means of Christian education,and to do and promote charitable or Christian work of whatever sort inaccordance with the interests and purposes of the United Church of Christ or of25

any Christian churches without limitation as to sect, denomination or name, andthe corporation may exercise its powers for the use and benefit of or in theadvancement of the interests of or in cooperation with any other Christianreligious, charitable or educational body or institution, incorporated orunincorporated, which has similar purposes.26It continues the work of the predecessor bodies of the United Church Board for HomelandMinistries, namely:The Board of National Missions, Board of Christian Education and Publication, Board ofBusiness Management, Board of Home Missions of the Reformed Church in the U.S., theAmerican Missionary Association, Congregational Church Building Society, CongregationalEducation Society, Congregational Home Missionary Society, Congregational PublishingSociety, The Congregational Sunday School Extension Society, the Congregational Women'sHome Missionary Federation.It continues the work of the Office for Church Life and Leadership, a predecessor body withthe following purposes:First: To advocate and be an agent for the leadership in the United Church ofChrist, characterized by a commitment to a vision of the Church as an instrumentof God in the continuing work of creation and reconciliation in the world, andrecognizing the pluralistic nature of the United Church of Christ, to give impetusand direction to the ongoing development and support of lay and ordainedleaders whose purpose is to strengthen the life of the whole people of God inmission and ministry, and to work collaboratively with Conferences, Associations,and national agencies in the development of programs which are responsive totheir leadership development needs and especially to those of Local Churches.Second: To initiate theological inquiry around the issues of faith that the witnessof the local congregations be enhanced; work with laity and clergy that the vitalityof worship, Christian nurture, and spiritual development be encouragedthroughout the Church; provide strong leadership development among the laityfor their effective participation in church and society; care for personal andprofessional growth of persons engaged in the practice of ministry; facilitate asystem of placement that is responsive to the needs of the Local Church as wellas being sensitive to the gifts of the clergy; and collaborate with the Seminaries,Conferences, and Covenanted Ministries in addressing questions which areimportant to the integrity and purpose of the United Church of Christ.It continues the work of the Stewardship Council of the United Church of Christ, a predecessorbody with the following purposes:First: To foster Christian stewardship through a program of education andcommunication that interprets the Biblical and theological basis for thestewardship of all life and that urges personal dedication appropriate to theChristian faith.26

Second: To function as an informative and interpretative body by developingliterature, audio-visuals, and plans designed to evoke an interest in the growthand progress of the Christian faith throughout the whole world and thereby toattain the specific goals of the Wider Mission of the United Church of Christ.27Third: To recommend to the Conferences suggested goals for meeting theUnited Church Budget for the Wider Mission of the United Church of Christ.Fourth: To cooperate with the Conferences and Local Churches in securingsupport for the United Church Budget for the Wider Mission of the United Churchof Christ.Fifth: To develop its policies and plans in consultation and cooperation with theministers of the Conferences, who shall represent the interests of theStewardship Council within their respective Conferences.Sixth: To carry out general promotional policies in the interest of the UnitedChurch of Christ, its Conferences and Covenanted Ministries, and to developspecific programs, methods and techniques which will assist Conferences andLocal Churches in attaining adequate financial support for the Local Church andfor the Wider Mission of the United Church of Christ.It continues the work of the Coordinating Center for Women in Church and Society, apredecessor body with the following purposes:First: The Coordinating Center for Women in Church and Society, recognizingthe pluralistic nature of the United Church of Christ, shall initiate, coordinate, givedirection and bring into focus programs within the United Church of Christ whichaddress the concerns of women and work toward the elimination of sexism inchurch and society. The Center shall be an advocate for women in seeking toachieve a society and a Church that empower, respect, and nurture women in alltheir diversity thereby demonstrating faithfulness to the Gospel of Jesus Christand strengthening the life and mission of the United Church of Christ. TheCenter shall develop programs and resources that respond to the needs ofwomen in the Church including strengthening and supporting existing andemerging women's organizations and structures, working collaboratively withConferences, Associations, Covenanted Ministries, and other bodies andecumenical partnerships.Second: The Coordinating Center for Women in Church and Society shallstrengthen and support the mission of the United Church of Christ and seek toarticulate for the Church a vision of equality and partnership, and to model thatvision in the structure of the Center itself. The Center shall enable women todeepen their faith and experience spiritual growth and renewal; be an advocatein church and society for the elimination of attitudes and practices that oppresswomen; coordinate strategies and programs which address public policy issuesaffecting women in church and society; expand communication and constituencybuilding networks between and among women in the Church; be an advocate for27

the increased employment and volunteer leadership of women in every setting ofthe Church; address the concerns of women in a global context; and representthe United Church of Christ in ecumenical settings, including the women'sstructures and organizations of other communions and religious bodies.28FOURTH: The Corporation FOURTH: The purposes of the corporation shall be carriedout in accordance with the Bylaws of the United Church of Christ. The corporation shall carryout its programmatic work, including the fulfillment of historical mandates, in accordance withthe Constitution and Bylaws of the United Church of Christ through the United Church of ChristBoard. The corporation shall work in covenantal relationship with the General Synod,Executive CouncilUnited Church of Christ Board and other ministries of the United Church ofChrist to fulfill the corporation's purposes’s purposes and shall hold in highest regard actionsby, or decisions or advice emanating from, the General Synod, another Covenanted Ministry, aConference, an Association or a Local Church. The General Synod, in covenant with thecorporation, may from time to time delegate or assign to the corporation such responsibilitiesas fall within the corporation'’s purposes.The corporation shall have the power to take over, carry on and conduct the work or any partof the work heretofore carried on by the Office for Church Life and Leadership, an establishedinstrumentality of the United Church of Christ; the Stewardship Council of the United Church ofChrist, an established instrumentality of the United Church of Christ; the Coordinating Centerfor Women in Church and Society, an established instrumentality of the United Church ofChrist; and the United Church Board for Homeland Ministries and its predecessor bodies:Board of National Missions; Board of Christian Education and Publication; Board of BusinessManagement; Board of Home Missions of the Reformed Church in the U.S.; The AmericanMissionary Association, a corporation existing under the laws of the State of New York andincorporated under Chapter 358 of the laws of 1862, as amended in 1871, 1886, 1889 and1917; The Congregational Church Building Society, a corporation existing under the laws ofthe State of New York and incorporated under an "Act for the Incorporation of Benevolent,Charitable, and Missionary Societies," April 12, 1848, whose charter was amended in 1871,which corporation was allowed to assume its name at present used by an order of theSupreme Court of the State of New York, entered on May 9, 1892; The Congregational HomeMissionary Society, a corporation existing under the laws of the State of New York andincorporated under Chapter 21 of the laws of 1871, as amended in 1890, 1893, 1896 and1899; The Congregational Sunday School Extension Society, a corporation existing under thelaws of the State of New York and incorporated under the Membership Corporations Lawunder a charter bearing date December 19, 1917; The Congregational Education Society, acorporation existing under the laws of the Commonwealth of Massachusetts, under Chapter61 of the Acts of 1816 of the general court of that Commonwealth, and Acts of 1819, 1872,1874, 1893, 1894 and 1907; The Congregational Publishing Society, a corporation existingunder the laws of the Commonwealth of Massachusetts, incorporated under the general lawsof the Commonwealth of Massachusetts, and pursuant to the provisions of Chapter 29 of theActs of 1841, Acts of 1850, 1854, 1857, 1868, 1870 and 1883; The Congregational Women'sHome Missionary Federation; the Evangelical and Reformed Church, a corporationincorporated June 20, 1940, and existing according to section fifteen of the ReligiousCorporation Law of the State of New York, as amended in chapter one hundred ninety-two ofthe laws of nineteen hundred twenty-seven of the State of New York, through the boards,agencies, or instrumentalities organized and/or controlled by said Evangelical and Reformed28

Church; and the corporation may take over, acquire and become possessed of and investedwith all or any part of the property and assets now owned, possessed, held and/oradministered by the Office for Church Life and Leadership, the Stewardship Council of theUnited Church of Christ, the Coordinating Center for Women in Church and Society, theUnited Church Board for Homeland Ministries, the Board of National Missions, the Board ofChristian Education and Publication, the Board of Business Management, the Board of HomeMissions of the Reformed Church in the U.S., The American Missionary Association, TheCongregational Church Building Society, The Congregational Home Missionary Society, TheCongregational Sunday School Extension Society, The Congregational Education Society,The Congregational Publishing Society, The Congregational Women's Home MissionaryFederation, and the boards, agencies, and instrumentalities, or any of them, created and/orcontrolled by the Evangelical and Reformed Church, expressly subject as to all said propertyand assets of said societies, and each of them, and as to each and every part of said propertyand assets, to all and every of the terms, conditions, stipulations, restrictions, reservations andprovisions, of any and all wills, trusts, gifts, grants and contracts relating to or in any wayaffecting the property and assets, so far as the same are now, or may become subject to oraffected thereby, which shall be strictly and completely observed, fulfilled, discharged andcomplied with by the corporation, when and after, and from time to time as, it shall have dulyacquired and become possessed of such property and assets. Notwithstanding suchconveyances and transfers to the corporation all and singular the obligations of saidcorporations so conveying their property shall remain in full force and the corporation shall beliable upon all contracts made by each of said conveying corporations to the extent of thevalue of the property applicable to the discharge of its obligations, received from suchconveying corporation.29The corporation is hereby authorized to accept and receive the assignment, transfer,conveyance, setting over and delivery of all or any portion of the property, estates and rights ofany and every description held or enjoyed or which may hereafter be held or enjoyed by theOffice for Church Life and Leadership, the Stewardship Council of the United Church of Christ,the Coordinating Center for Women in Church and Society, the United Church Board forHomeland Ministries, the Board of National Missions, the Board of Christian Education andPublication, the Board of Business Management, the Board of Home Missions of theReformed Church in the U.S., The American Missionary Association, The CongregationalChurch Building Society, The Congregational Home Missionary Society, The CongregationalSunday School Extension Society, The Congregational Education Society, TheCongregational Publishing Society, The Congregational Women's Home MissionaryFederation, and the boards, agencies, and instrumentalities, or any of them, created and/orcontrolled by the Evangelical and Reformed Church, or any of said corporations, or to whichthey now are or any of them now is, or they or any of them may hereafter become entitled, byvirtue of any grant, gift, bequest or devise or otherwise, howsoever, and in respect of any andall such property, estates and rights if and when, and from time to time as, the same areassigned, transferred, conveyed, set over and delivered to it by said corporations respectively,shall have, hold, use and enjoy the same corporate powers, franchises, and privileges asthose which in respect thereof are now held, used and enjoyed by said corporationsrespectively; and the corporation shall have, hold, use and enjoy all the property, estates andrights which may be so assigned, transferred, conveyed, set over and delivered by saidcorporations respectively in the same manner and to the same extent as said corporations bywhich the same may be so assigned, transferred, conveyed, set over and delivered to it might29

espectively have done, and shall be entitled to receive, sue for and recover all legacies,devises, bequests, gifts and property which have heretofore been or may hereafter be madeor given to said corporations, or any of them if and when, and from time to time as, the sameare by them respectively so assigned, transferred, conveyed, set over and delivered, provided,the corporation shall receive and hold said property, estates and rights, legacies, devises,bequests and gifts, upon the same respective trusts, and for the same respective uses andpurposes only, as the same are or otherwise would be held by the respective corporations bywhich the same may be so assigned, transferred, conveyed, set over and delivered to it.30In addition to the properties and assets of said corporations mentioned in the precedingparagraphs of this FOURTH Article, which the corporation is authorized to acquire, becomepossessed of and administer, the corporation shall have authority to take, receive, accept,purchase or otherwise acquire, hold, properly administer and dispose of property, real orpersonal, of any kind, which, at any time and from time to time, may be given, devised,bequeathed, conveyed, sold, transferred, assigned, set over or delivered to it in connectionwith, or for, or in furtherance of, the purposes and objects to be served and accomplished byits creation or any of them, in so far as the same may be properly asserted and exercised by itand may not be inconsistent with the constitution and laws of this State, and in accordancewith the terms, conditions, stipulations, restrictions, reservations and provisions of any will,trust, gift, grant or contract, relating to or affecting any of the properties, real or personal, ofwhich it may become possessed.The corporation shall assure that the legacy/historic restrictions on the use of restricted fundsand the intended use restrictions of the unrestricted funds of each of the historic ministries ofthe corporation are monitored, accounted for, maintained, and reported to the Board ofDirectors of the corporation; and that the allocation of both restricted and unrestricted funds bebased on donor intent, whenever that can be determined.There shall be no use, expenditure or disposal of any legacies or other property heretoforereceived by the corporation or of which the corporation may hereafter become possessedwithout the approval of the corporation’s Board of Directors.The corporation shall report its program and finances annually to the Executive Council of theUnited Church of Christ Board and to each regular meeting of the General Synod of the UnitedChurch of Christ. The corporation shall submit to the United Church of Christ Board, acting asthe Budget Committee of the General Synod, a detailed request for support of thecorporation's work through funds allocated from the budgetbiennial income goal to berecommended to the General Synod.FIFTH: No part of the net earnings of the corporation shall inure to the benefit of anymember, director, officer, or other private person or be devoted to any purposes other thanthose specified in the THIRD Article hereof, excepting, however, payment of reasonablecompensation for services rendered.No substantial part of the activities of the corporation shall be to carry on propaganda orotherwise to attempt to influence legislation, and the corporation shall not participate in orintervene in (including the publishing or distributing of statements) any political campaign onbehalf of (or in opposition to) any candidate for public office.30

31The corporation shall not discriminate against any person by refusing its services to suchperson on the grounds of race, color, sex, age, sexual orientation, religion, national origin or,disability or gender identity.Notwithstanding any other provision of these Amended Articles, the corporation shall not carryon any activity not permitted to be carried on (i) by a corporation exempt from federal incometax under §501(c)(3) of the Internal Revenue Code of 1986, as amended (or thecorresponding provision of any future United States Internal Revenue law), or (ii) by acorporation, contributions to which are deductible under §170(c)(2) of the Internal RevenueCode of 1986, as amended (or the corresponding provision of any future United StatesInternal Revenue law).SIXTH: The corporation shall have a Board of Directors, in which shall be vested all ofthe power and authority to supervise, control, direct and manage the property, affairs andactivities of the corporation, as set forth in these Amended Articles and the corporation's Codeof Regulations or Bylaws. The directors of the corporation shall, for the purposes of anystatute or rule of law relating to the corporationcorporations, be taken to be the members ofthe corporation, and they shall have all of the rights and privileges of members, except asotherwise provided by law. The number ofmembers of the United Church of Christ Board shallbe the directors of the corporation shall be not less than fifty-five (55). The directors shall beelected as follows:.(a) the General Synod of the United Church of Christ shall elect directly notless than fifty-five (55) nor more than fifty-eight (58) directors in accordance with theConstitution and Bylaws of the United Church of Christ; and(b) the voting members of the corporation may elect additional directors butonly if such members have authorized such election by an affirmative vote of not lessthan 2/3rds of all voting members.The corporation shall have an Executive Minister, who shall be the principal minister and chiefexecutive of the corporation, responsible for guiding and leading all of the corporation'sactivities under the oversight of its Board of Directors and as prescribed in these AmendedArticles and the corporation's Code of Regulations or Bylaws. The Executive Minister shalloversee the programmatic work of the corporation, which shall be carried out in accordancewith the policies, planning, and broad oversight of the United Church of Christ Board. TheExecutive Minister shall be nominated and elected by the Board of Directors of the corporationin accordance with its procedures, and shall be called by election by the General Synod of theUnited Church of Christ in accordance with its procedures. The Executive Minister shall beaccountable to the General Synod through the United Church of Christ Board. The ExecutiveMinister shall serve at the will of the Board of Directors of the corporation and may beterminated by said Board in accordance with its procedures but only after advice andconsultation with the Executive Council of the United Church of Christ Board acting as theGeneral Synod ad interim.No term or provision of this SIXTH Article may be amended, modified or deleted without anaffirmative vote of not less than 2/3rds of all voting members of the corporation after31

consultation with the Collegium and the Executive Council of the United Church of ChristBoard and after presentation of the proposed amendment, modification or deletion to theGeneral Synod of the United Church of Christ at two (2) regular meetings of the GeneralSynod.32SEVENTH: Except as otherwise provided by law, the corporation shall not be dissolvedwithout the approval of its Board of Directorsnot less than 2/3rds of all members of thecorporation, after advice and consultation with the General Synod of the United Church ofChrist. In the event of such dissolution, the Board of Directors shall, after paying or makingprovision for the payment of all liabilities of the corporation, distribute or convey all of theassets of the corporation to such successor corporation organized and operated exclusivelyfor religious and charitable purposes as shall at the time qualify as an exempt organizationunder §501(c)(3) of the Internal Revenue Code of 1986, as amended (or the correspondingprovision of any future United States Internal Revenue law), and as shall be legally obligatedand empowered to own and carry out the obligations, terms, conditions and requirements ofthe corporation's assets, as the Board of Directors shall determine. Such successorcorporation shall be related to the United Church of Christ whenever legally permissible andappropriate, as determined by the Board of Directors.EIGHTH: Notwithstanding any provision of the Ohio Revised Code Sections 1702.01 to1702.58, inclusive,Chapter 1702 now or hereafter in force, requiring for the authorization ortaking of any action the vote or consent of all of the members or any other number of themembers greater than a majority, such action, unless otherwise expressly required by law orthese Amended Articles, may be authorized or taken by the vote or consent of a majority ofthe members.NINTH: These Amended Articles supersede and replace the existing Articles of thecorporation in their entirety.009660.000007 602283631.4602283631.632

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