Proposed Bylaw Changes

FIRST PRESBYTERIAN CHURCH OF LINCOLN, NEBRASKA

ARTICLE I

GOVERNING PRINCIPLES

These bylaws shall be construed to be in conformity with and subject to the Constitution of the Presbyterian Church (USA), of which First Presbyterian Church of Lincoln, Nebraska, a Nebraska nonprofit corporation [“the Corporation”] is a local congregation.

ARTICLE II

PRINCIPAL OFFICE

The offices of the Corporation shall be at 840 South 17th Street, Lincoln, Nebraska 68508

ARTICLE III MEMBERS

Section 1. Membership.

Members of the Corporation shall be those persons who have professed faith in Jesus Christ, been baptized, been received into membership of the Corporation, submitted to the government of the Presbyterian Church (USA) as set forth in such Church’s Constitution, and are active in the Corporation’s work and worship.

Section 2. Certificates of Membership.

The Corporation shall not issue membership certificates.

Section 3. Nonliability of Members.

No member of the Corporation shall be personally liable for the Corporation’s debts, liabilities, or obligations.

ARTICLE IV, MEETINGS OF MEMBERS

Section 1. Annual Meeting.

An annual meeting of the members shall be held at such time as shall be designated by the Session, for the purpose of electing a Congregational Nominating Committee, receiving reports of the Session and other boards and organizations, and transacting such other business as may be appropriate.

Section 2. Special Meetings.

Special meetings of the members may be called in its discretion by the Session [board of directors], by the presbytery, or by the Session upon written request of one-fourth (1/4) of the members of the Corporation. Election of individuals to the ordered ministries of ruling elder and deacon for active service on the Session and Board of Deacons, and election of at large members of the Congregational Nominating Committee church officers and boards [including elders and deacons] may be held at a special or the annual meeting of the members as determined in its discretion by the Session.

Section 3. Place of Meeting.

The annual, and any special, meeting of the members shall be held at 840 South 17th Street, Lincoln, Nebraska, or at such other place as the Board of Directors shall determine including by electronic means.

Section 4. Notice of Meetings.

Oral or printed notice stating the place, day and hour of any meeting of members shall be sent either by mail, or by electronic or digital means to each member entitled to vote at such meeting, not less than two successive Sundays nor more than fifty (50) days before the date of such meeting. Such notice may be made by (i) announcement at regular Sunday morning worship services or (ii) included in any publication regularly and frequently published and sent to members at such members’ address as appears on the books of the Corporation. In case of a special meeting or when required by statute or by these bylaws, such one or more purposes for which such meeting is called shall be stated in such notice. The business transacted at any special meeting shall be limited to those matters specifically set forth in the notice for such meeting.

Section 5. Quorum.

The greater of (i) twenty-five (25) members or (ii) one-tenth (1/10) in number of members shall constitute a quorum for the transaction of business at any meeting of members.

Section 6. Voting.

Each member shall be entitled to one vote. The affirmative act of a majority of members present at a meeting at which a quorum is present shall constitute the act of the members.

Section 7. Proxies

. No members may vote by proxy.

Section 8. No Cumulative Voting.

Cumulative voting shall not be authorized.

Section 9. Electronic Meetings.

Meetings of the Members may be held by, electronic means if all members have been notified per Article IV, Section 4, and if all participating members have the ability to discuss and vote on business items. Following the prescribed quorum noted in Article IV, Section 5.

ARTICLE V, BOARD OF DIRECTORS

Section 1. Number and Qualifications.

The affairs of the Corporation shall be managed by the Session, who shall also be referred to as the board of directors, or board of elders. The terms “director”, Session Member” or “elder” may be used interchangeably in these bylaws. The authorized number of Session members [directors] shall be not less than twelve nor more than fifteen. Every director shall be a member of the Corporation of voting age under Nebraska law.

Section 2. Election and Term of Office.

One-third (1/3) of the Session [directors] shall
be elected annually by the members to serve for a term of three (3) years or until their respective
successors are elected and qualified. No Session Member [director] director shall be elected
for successive terms, full or partial, aggregating more than six (6) years and thereafter shall
be ineligible for election for a term of one (1) year. Candidates for election to the Session
[board of elders] [directors] shall be presented to the members by the congregational
Nominating Committee at the annual, or a special, meeting of members of the Corporation.
Nomination of candidates for election may also be made from the floor.

Section 3. Meetings.

The Session [directors] may provide, by resolution, the time and place for the holding of regular meetings of the board without notice other than such resolution. Special meetings may be called by written request of the moderator of the Session [the pastor of the church], the presbytery, or any two members of the Session [directors].

Section 4. Notice.ompensation:

Notice of any special meeting of the board of directors shall be sent at least two (2) days prior thereto by telephone, by mail, or by electronic or digital means to each director at such director’s address as shown by the records of the Corporation. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because such meeting is not lawfully called or convened. The business to be transacted at any meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

Section 5. Quorum.

A majority of the Session Members [directors] shall constitute a quorum for the transaction of business at any meeting of the board of directors.

Section 6. Voting.

The act of a majority of the Session Members [directors] present at a meeting at which a quorum is present shall be the act of the Session [board of directors], unless the act of a greater number is required by law or by these bylaws.

Section 7. Vacancies.

Any vacancy in the Session [board of directors] for any reason shall be filled by election by the members of the Corporation pursuant to special, or the annual, meeting following due notice

Section 8. Compensation.

Session Members [directors] as such shall serve without
compensation, but by resolution of the Session [board of directors], out-of-pocket
expenses properly incurred may be reimbursed.

Section 9. Nonliability of Directors

Session Members [directors] shall not be liable for the debts, liabilities or other obligations of the Corporation.

Section 10. Action Without Meeting.

Any action which may be taken at a meeting of the Session [board of directors] may be taken without a meeting if authorized by a writing signed by two-thirds of the Session Members [directors] and filed with the Secretary of the Corporation. Email, text, or other electronic or digital means are considered a signed writing.

Section 11. Remote Attendance.

Session Members [directors] may participate in a meeting through the use of conference telephone, video meeting software, or similar communications equipment so long as all Session Members [directors] participating in such meeting can hear one another. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting.

ARTICLE VI , OFFICERS

Section 1. Officers.

The officers of the Corporation shall be President, one or more Vice Presidents [the number thereof to be determined by the Session (board of directors)], a Secretary [who may also be referred to as clerk of the Session], a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Session [board of directors] may elect or appoint the above described officers and such other officers, including one or more Assistant Secretaries or Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Session [board of directors]. Any two or more offices may be held by the same person, except the offices of President and Secretary. All officers, other than the Treasurer, must be members of the Session.

Section 2. Election and Term of Office.

The officers of the Corporation shall be elected
annually by the Session [board of directors]. New offices may be created and filled at any
meeting of the Session [board of directors]. Each officer shall hold office until his or her
successor shall have been duly elected and qualified.

Section 3. Vacancies.

A vacancy in any office for any reason may be filled by the Session [board of directors] for the unexpired portion of the term so vacated.

Section 4. President.

The President shall preside at all meetings of the members of the Corporation, and shall perform such duties as may from time to time be prescribed by the Session [board of directors].

Section 5. Vice President.

In the absence or disability of the President, the Vice President shall perform the duties and exercise the power of the President.

Section 6. Secretary.

The Secretary [Clerk of the Session] shall keep the minutes of the meetings and record all votes, of the members and of the Session [board of directors]; see that all notices are duly given in accordance with these bylaws or as required by law; act as custodian of the corporate records; keep a register of the post office address of each member; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Session [board of directors].

Section 7. Treasurer.

The Church Administrator or other such person designated by the Session, shall have responsibility for (1) all funds and securities of the Corporation; (2) the receipt of all moneys due and payable to the Corporation; (3) the deposit of all such moneys in the name of the Corporation in such banks, trust companies, or other depositaries as shall be designated by the Session [board of directors]; and, in general, perform all the duties incident to the responsibilities of financial oversight and management, and such other duties as from time to time may be assigned by the President or by the Session [board of directors].

The Session shall appoint a treasurer, who shall serve on a finance review and oversight committee, and is responsible for reconciling bank accounts, reviewing detailed financial reports, annual audits and financial reviews, and monitoring adherence to the church finance policy.

If required by the Session [board of directors], the Treasurer or person designated by session for financial oversight and management shall give a bond for the faithful discharge of duties in such sum and with such one or more sureties as the board of directors shall determine.

Section 8. Compensation.

Officers of the Corporation shall serve without compensation, except that they shall be reimbursed for out-of-pocket expenses properly incurred.

Article VII Nominating Committee,

Section 1 – Membership,

There shall be a representative nominating committee consisting of nine active members of the congregation, chosen in accordance with the “Form of Government” of the Constitution of the Presbyterian Church (U.S.A.). The committee membership shall consist of the following:

a. One currently serving elder on the session who shall be selected and named by the session as moderator;
b. One additional elder (serving or not serving) who shall be selected and named by the session as vice moderator;
c. One represented from and named by the Presbyterian Women; 
d. One represented from among the youth who shall be selected and named by the
Christian Education Committee of the session;
e. One represented from and named by the Foundation who shall be selected by the Board of Directors
f. One represented from and named by the Board of Deacons
g. Three Four at large members of the congregation shall be nominated by this
committee and elected by the congregation.

 

Section 2 – Elections,

The committee shall present to an appropriate meeting of the congregation, nominations of one eligible person for each position office to be filled:

a. on the session;
b. on the Board of Deacons, the commissioned deacons;
c. the appropriate vacancies on the Board of Directors of the congregation’s
Foundation;
d. and also three four members of the congregation to serve on the congregation’s
nominating committee.

Section 3 – Additional nominations

a. Additional nominations of qualified persons may be made from the floor by any eligible voter after having received permission from the nominee.
b. When requested by the session, the nominating committee shall present to the session for its election and/or appointment, the names of qualified individuals for positions within the structure of the congregation, other than those referred to in Section 2 above.
c. When requested by the session, the nominating committee shall present to the session for its election and/or appointment, eligible individuals to serve as representatives of the congregation on various agencies within the civil and ecumenical community as well as the Presbyterian Church (U.S.A.) structure of which this congregation is a partner. 

MISCELLANEOUS

Section 1. FISCAL YEAR

The fiscal year of the Corporation shall be determined by the Session [board of directors].

Section 2. Waiver of Notice.

Whenever any notice is required to be given under provisions of the Nebraska Nonprofit Corporation Act, the Corporation’s Articles of Incorporation or these bylaws, a waiver thereof, in writing, signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 3. Procedural Rules.

Robert’s Rules of Order (Revised) shall apply in all situations not otherwise specifically addressed by the Book of Order, applicable statute, or these bylaws.

Section 4. Power to Amend Bylaws.

These bylaws may be amended at the annual, or any special, meeting of the members of the Corporation by the affirmative vote of two thirds (2/3) of those members attending, provided (i) a quorum is present and (ii) notice of such proposed amendments shall have been given in writing in accordance with Article IV.

Section 5. Attendance of Non-Board Members:

Each the Foundation Board and the Session shall permit attendance at its meeting of a representative of the other as ex-officio members of the respective boards.

Revised April 29, 2018, at a special called meeting of the congregation/corporation.

Revised February 27, 2022, at the Annual Meeting of the Congregation, Corporation and Foundation Special Meeting

Corrected on May 16, 2023, to fix some omissions from previously approved changes.

Proposed Changes in yellow – prepared May 16 2023 and August 15, 2023