Official Formula of Governance Bylaws
We are a Synodical federation, fellowship, and association of Centrist Evangelical Lutheran congregations and pastors.  The Formula of Governance Bylaws of ELCM presented to and adopted by the Congregational boards of the Central PA. Ev. Lutheran Ministerium & General Parish Congregations on September 7, 1999. Article I. Organizational Principles prefatory to the Constitution.

Article II. Formula of Government.

Chapter I - Congregations

Section 1.

    a. "The Church is the Congregation of saints in which the Gospel is rightly taught and the sacraments rightly administered." (Augsburg Confession Article VII.)
    b. An organized congregation of ELCM is one that has been received into membership by a member Synod and shall consist of baptized persons who have been formally admitted into its fellowship and the duly called and ordained Evangelical Lutheran Pastor (s) of the congregation.
    .01. Where no geographical or regional member Synod is in current existence ELCM in its national expression shall be the admitting entity.

    c. The categories of Membership for all expressions of ELCM as a Centrist Lutheran Synodical federation, fellowship, and Association of congregations and pastors shall be:

      01. Provisional Member Congregation
      A. A provisional member congregation is a congregations that has made application for membership in a Synod of this or where no Synod currently exists to ELCM, has been approved and recommended for membership by the appropriate General Conference Executive Board with action pending for official reception into ELCM.

      B. A provisional member congregation shall be granted the privilege of voice through its representative and/ or delegation but shall not have voting privileges in the proceedings of the Synod or ELCM until membership is approved by the Synod General Conference of the ELCM entity acting to receive into membership. Upon approval by the General Conference the congregation then becomes a Voting member of the respective admitting ELCM entity.

      02. Associate Member Congregation.
      A. Associate Member Congregations Congregations may be of several types:
      1. A congregation that has been a previous voting member of a respective member Synod of ELCM but which has elected to withdraw from voting membership but not from association with an ELCM Synod
      2. A congregation that has been a previous voting member of ELCM where there has been no existing Synodical organization but which has elected to withdraw from voting membership in ELCM.

      3. A congregation which has made application to be formally associated but which is not seeking voting membership and which has received approval by the respective admitting General Conference Executive Board.

      B. A congregation may continue in associate status without time limit and as such shall be granted voice but not vote concerning matters brought before the General Conference of the District and Synod it relates to or to the General Conference of ELCM.

      03. Voting Member Congregation.
      A. Voting member Congregations are congregations which have been officially received by the respective ELCM entity General Conference. Approval by the respective General Conference grants full voice and vote at the General Conferences of ELCM, the respective Synod related to, and the respective District related to by the congregation.

Section 2.

a. The congregation is understood to be the basic place of Christian Ministry in this Church body.
b. Each congregation acting in accord with its Constitution shall have final authority in all matters pertaining to its life and ministry.
c. ELCM shall develop and recommend items deemed applicable to "Formula of Governance" for congregations but the congregations shall always be free to adopt constitutional variations that best suit the respective setting of the congregation. The Constitutional items developed and recommended by ELCM to congregations shall be for the sake of encouraging a sense of commonality in governance.
d. A member congregation of ELCM shall have unquestioned sole title to all property and assets held in the name of the congregation.


Section 3.

a. A member congregation shall be connected wherever possible with a member Regional or State Synod and with a District within a Synod.

b. A congregations of ELCM shall be free to withdraw at any time from membership in its Synod, District or in ELCM in accord with the procedures stipulated in the constitution of the congregation.

.01. Should a congregation wish to remain a member of ELCM but not a member of the Synod of which it is currently a member it may request permission from ELCM to apply for membership transfer to a Non geographical Synod of ELCM.
.02. Should a congregation wish to remain a member of its ELCM Synod but not a member of the Synod District of which it has been a member it may request permission from the Synod to transfer membership to another Synod District upon acceptance of its application by another District.


Section 4.

a. Each member congregation of ELCM shall be entitled to representation at the General Conferences of ELCM (including those of a Synod and a District of which it is a member).

01. The congregation shall have one vote on all matters before each of the General conferences.
02. A specific individual may be elected to be the voting delegate for the congregation or
03. a larger delegation without limit to number may attend the respective General Conferences and caucus together to determine how to cast the vote of the congregation on each matter before the respective General Conference.


Section 5.

a. ELCM may act to remove a congregation from the roster of member congregations for reason of actions contrary to the Word of God or in abrogation of the Faith and practice of this Church body. Such action shall be considered upon appeal from a congregation regarding action on the matter in their regard by the respective Synodical General Conference.

.01. Persistent and consistent mistreatment of the pastors called to serve as The Lord's under-shepherds in a congregation may be considered as just cause to remove a Congregation from membership in on the ELCM roster of congregations.

b. All action to remove a congregation from membership on the ELCM congregational roster shall be initiated in and first be voted upon by the District General Conference to which a congregation is a member.

.01. When a decision unfavorable to the Pastor is taken by the District Ministerium the avenues of higher appeal that shall be open to a pastor are:

A. Synod General Conference Executive Board
B. Synod General Conference
C. ELCM General Conference Executive Board
D. ELCM General Conference

02. A decision by the ELCM General Conference shall be deemed as final.

A. Removal of an ELCM rostered member congregation shall, however, be deemed final only upon a 90% vote of the General Conference of ELCM.


Section 6.

a. A uniform reporting of membership of congregations shall be made by congregations to the respective Synods to which they are affiliated and the Synods shall make report of the same to ELCM.

.01. Each congregation and member Synod shall report the numbers of the membership of its members in each reporting category at an annual time set by ELCM for inclusion in the ELCM year book. Each Synod shall also submit of copies of the minutes of the Synod General Conference . These shall accompany the membership report by the Synod.

b. The categories of membership for report to the Synods and to ELCM shall be: Communicant; Confirmed; Baptized; and Mission Status.

.01. Communicant members shall be considered as those who are in good and regular standing; that is, who have received the Sacrament of Holy Communion and contributed to the support of the Church within the previous year.
.02. Confirmed members shall be those who are communicant members, and also all who are entitled to receive the Sacrament of Holy Communion in the congregation, whether resident or non resident; that is all who have been received into the congregation by Confirmation or Affirmation, and who have not been removed by death, excommunication, placement on Mission status, or transfer to other congregations.
.03. Baptized members include both above named membership categories as well as all the baptized children of the congregation who have not yet been confirmed.
.04. Mission Status members shall be all those members who become inactive in congregational life and who have been placed by action of the respective Congregational Board (Council) in a Mission status category. As such they are considered as no longer truly a part of the life of the congregation but nonetheless continue within the care and prayer of the congregation.

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Chapter II. Missions of ELCM

Section 1.

    a. The chief focus of ELCM Missions shall be the establishment of congregations.
    b. Home Missions shall be understood to focus upon the establishment and support of Evangelical Lutheran congregations on the North America Continent.
    c. Foreign Missions shall be understood to focus upon the establishment and support of Evangelical Lutheran congregations on the other Continental and Island land areas of the World.
    d. The basic Mission statement for all expressions of ELCM shall be our Lord's great Commission "Go ye therefore and make disciples of all nations, baptizing them in the Name of the Father, and of the Son, and of the Holy Ghost and teaching them to observe all that I have commanded you".
    e. The congregation is seen as the central place where the Means of Grace (Word and Sacrament) are used by the Holy Spirit to make disciples.
    f. The Mission of establishing and supporting Evangelical Lutheran Congregations is enabled through the training and sending of Pastors as well as through the publication of Evangelical Lutheran literature for use in the congregations.
    g. However all the various aspects of ELCM are to be seen as focused upon establishing, sustaining, and strengthening Evangelical Lutheran Christian Congregations.
    h. Missions congregations may be initiated, sponsored, supported and established by all expressions of ELCM.

Section 2.

a. When a new Mission congregation is received as a member congregation of a Synod of ELCM or by ELCM it shall be granted a vote at the ELCM General Conference and when related to a member Synod at all Synod General Conferences and the General Conferences of a District.

.01. A Mission congregation may be initiated through the Board of Missions of ELCM or through a counterpart of the same at the Synodical level or at the District level but shall become voting member only when admitted into membership either by an ELCM member Synod General Conference or by the ELCM General Conference.

 

Section 3.

a. A New Mission Congregation of ELCM may be initiated in the following ways:

.01. An existing group located outside the geographical boundaries of any existing member Synod may petition the ELCM General Conference Executive Board requesting official sponsorship as a Mission Congregation of ELCM. If located within the geographical boundary of an existing ELCM Synod the group shall petition the Synod General Conference Executive board.
.02. An ELCM member congregation of an ELCM member Synod may initiate a new mission congregation as an extension of its own congregational life in a geographical area outside the boundaries of its respective Synod. When ready to become chartered as a full fledged congregation the Mission congregation may then apply for membership to a Non Geographical Synod created for congregations not having a State or Regional Synod with which to make membership application or to the ELCM General Conference Executive Board.
A. Until ready to make application for membership in ELCM as a full congregation the Congregation and any Pastor serving it shall be supervised by and make regular report to the sponsoring State or Regional ELCM Synod.

.03. A member Synod or coalition of member Synods may initiate Mission efforts to create a new congregation in a specific area where there is no existing geographical member Synod of ELCM. When ready to become charter as a full fledged congregation, a new congregation sponsored by a Synod shall apply for membership to a Non Geographical Synod created for congregations not having a State or Regional Synod with which to make membership application or to the ELCM General Conference Executive Board.

A. Until ready to make application for membership in ELCM as a full fledged congregation the Mission Congregation and any Pastor serving it shall be supervised by and make regular report to the sponsoring State or Regional ELCM Synod or Coalition of sponsoring Synods.
B. If the sponsorship is by a coalition of Synods these shall appoint members of the respective co-sponsors who shall form a special Board of oversight of the Mission effort. The jointly sponsored Mission shall make regular report to and be guided by the joint Board created for this purpose.

.04 Whenever a Mission congregation is organized by ELCM, a Member Synod , A coalition of Synods, or is given approval and endorsement by either ELCM or a member Synod or coalition of Synods, the General Conference (s) of the respective ELCM entity(ies) shall endorse the Mission effort before any official ELCM Charter is granted.

A. A Mission congregation granted an Official Charter by an ELCM General Conference or a Member Synod General Conference shall be deemed a full voting member congregation of ELCM and of the respective ELCM Synod upon the formal closing of a one (1) year Charter period.
.05 A rostered member ELCM congregation, coalition of member congregations, or an ELCM District may sponsor Mission congregations. The Chartering of the Mission effort as a full fledged congregation shall be obtained by making application the respective member ELCM Synod to which the sponsoring congregation (s) and/ or District is affiliated.

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Chapter III. Clergy of ELCM

Section 1.      Definition

    a. A Member Pastor of this Church shall be:

    .01. One who has been duly ordained to the Office of Word and Sacrament Ministry;
    .02. One who has been examined and received as a rostered member of a Synodical General Conference Executive Board of ELCM or where there is no geographical Synod by the ELCM General Conference Executive Board;
    .03. One who subscribes to the Canonical Scripture from beginning to end as God's entirely trustworthy and faithful Word;
    .04. One who affirms, confesses, and subscribes the Lutheran Confessional writings as a correct exposition of Holy Scripture; and
    .05. One who strives to set a Christian example in his life and practice.

     

    b. Pastors of ELCM are viewed as "Called" by God through the election by congregations and are not viewed as hirelings of congregations or as owned by Synods. An Evangelical Lutheran Pastor is called to be faithful first and foremost always to the Word of God alone and to the Lutheran Confessional exposition of God's Word.

Section 2.      Voting

a. A rostered member Pastor of ELCM shall be entitled to one vote on each issue brought before the General Conferences of his District, Synod and of ELCM.

Section 3.     Classifications

a. ELCM Pastoral membership shall be according to the following classifications:

.01. Provisional Member Pastor

A. Provisional members are those who have been examined, approved and recommended by Synodical or ELCM General Conference Executive board but who have not been formally approved and received into rostered membership by the respective General Conference.
B. A provisional Member Pastor shall be granted voice but not vote in the proceedings in the Synod of application and in ELCM.

.02. Associate Member Pastor

A. Associate Members are those Pastors that have been members of ELCM and of one of its Synods but who have officially withdrawn from voting membership in ELCM with an expressed desire to remain in association with the Synod and/ or with ELCM.
B. Associate members may also be those Pastors who have made application to join ELCM in an Associate status and who have been approved by an ELCM Synodical or the ELCM General Conference Executive Board .
C. A Pastor may continue in an associate status and as such shall be granted voice but not vote concerning matters brought before the Synodical General Conference or the ELCM General Conference.

.03. Voting Member Pastor

A. Voting member Pastors are those who have been officially received by the ELCM General Conference or the General Conference of a member Synod upon the recommendation of either a Synod General Conference Executive Board or by the ELCM General Conference Executive Board.
B. A vote of approval by a The ELCM General Conference or by a member Synod General Conference entitles a Pastor to voice and vote at the a member Synod General Conference, at a Synodical District General Conference and the ELCM General Conference.
C. A rostered voting member Pastor serving a congregation is eligible to hold office in each of the various expressions of ELCM.

Section 4.

a. A rostered member Pastor shall be free to withdraw from membership in ELCM and shall be entitled to a peaceful release.
b. If a rostered member congregation served by a rostered member pastor transfers to another ELCM District or ELCM Synod the Pastor shall transfer his membership to the Ministerium of the new District or the new Synod.
c. If a rostered member congregation served by a rostered member pastor withdraws from ELCM entirely or removes itself to associate status but wished to continue to retain the ELCM rostered member Pastor under Official Call, the Pastor shall continue on the Ministerium roster of the Synod and the District to which the congregation had been affiliated.
d. A pastor may apply to ELCM to transfer his membership from a member Synod to a non geographical Synod of ELCM.
e. If a Pastor is under special call by ELCM he shall become a rostered member of a non geographical Synod.
f. A pastor accepting a call to a congregation or ministry that is affiliated with a specific Synod shall make application to transfer his membership to that Synod.

Section 5.

a. ELCM may act to remove a Pastor from the roster of member Pastors for reason of actions contrary to the Word of God or in abrogation of the Faith and practice of this Church body. Such action shall be considered upon appeal from a pastor regarding action on the matter in their regard by the respective District and Synodical General Conferences.

.01. Persistent and consistent mistreatment of a congregation or a series of congregations by a pastor may be considered as just cause to remove a pastor from membership in on the ELCM roster of member pastors.

b. All action to remove a Pastor from membership on the ELCM pastoral roster shall be initiated in and first be voted upon by the Ministerium of the District General Conference to which a Pastor is a member.

.01. When a decision unfavorable to the Pastor is taken by the District Minsterium the avenues of higher appeal that shall be open to a pastor are:

A. District Ministerium
B. District General Conference Executive Board
C. District General Conference
D. Synod Ministerium
E. Synod General Conference Executive Board
F. Synod General Conference
G. ELCM Ministerium
H. ELCM General Conference Executive Board
I. ELCM General Conference

.02. A decision by the ELCM General Conference shall be deemed as final.

    A. Removal of an ELCM rostered member pastor shall, however, be deemed final only upon a 90% vote of the General Conference of ELCM.
c. Congregations may act to remove a Pastor from the pastorate of the congregation in accord with the procedures set forth in the constitution of the Congregation

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Chapter IV
. The Call Process of ELCM

Section 1      for Congregations and Pastors

a. In order that there might be knowledge of pastors seeking a new call (within the bounds of confidentiality) and of congregations seeking to interview candidates for the pastorate or staff of their respective congregation , The Secretaries of the ELCM General Conference and Synodical General Conference Executive boards shall make available by regular publication to all General Conference Presidents and Ministerium Deans a listing of Pastors seeking calls and of congregations searching for Pastors.

.01. The most current lists of clergy seeking a Call shall be made available to the upon request by a congregational Call Committee searching for a Pastor.
.02. The most current list of vacant congregations seeking a candidate for the Pastorate or Staff position shall be made available upon request to rostered member Pastors.
.03. The lists of both Clergy seeking a Call and of Congregations seeking a Pastor shall be coordinated and kept current by the Secretary of the ELCM General Conference.

Section 2.   for Congregations

a. A Congregation of ELCM shall have the unabridged right to send a call committee within or across Synodical boundaries to interview and consider any pastor of ELCM whom it chooses and shall have the freedom to extend an official call to any Evangelical Lutheran Pastor approved by the voters of the congregation in accord with the Constitutional stipulations of their respective Constitution.

.01. The President of the Synod General Conference to which the Congregation is member and the Dean Synodical Ministerium shall consult with the District President and District Ministerium Dean and shall have the privilege of nominating one or more clergy candidates to the congregation for their Call Committee's consideration.
.02. A congregational call committee shall not be restricted to just the nominees presented by the President of the Synod General Conference ant the Dean of the Synodical Ministerium.
.03. A congregation shall seek the advice and counsel of the Synod and District Presidents and of the Synod and District Deans concerning Official Call candidates for whom the Call committee is giving serious consideration.
b. An Officer of either the Synodical General Conference Executive Board or of the District General Conference Executive Board shall attest (verify) that an official call was duly extended by the congregation and accepted in accord with the Constitution of the Congregation.
c. The President of the District General Conference and the Dean of the District Ministerium to which the congregation is affiliated shall Install each newly called pastors into Office as the Pastor of a congregation extending an Official Call.

Section 3.    for Pastors

a. Each rostered member ELCM Pastor or endorsed ordinand of an ELCM Synod of this church shall have the freedom to submit his name as a candidate for any call vacancy that occurs in an ELCM rostered member congregation or in a special ministry.
b. General Conference Presidents & Ministerium Deans with the consent of a Member Pastor may submit the name of the Pastor to a vacant congregation even though the Pastor may not be actively seeking a new Call.
c. Pastors seeking a Call to a congregation shall seek advice and counsel from the Presidents of the Synod and District and from the Deans of the Synod and District to which the Congregation is a member.

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Chapter V. Candidates for Ordination.

Section 1.

a. The training and supervision of an Ordinand shall normally be the province of the member Synods of ELCM. However for the sake of uniformity throughout ELCM the basic standards and ordinances shall be approved and established by the ELCM General Conference.

Section 2.

a. The Categories for Ordinand of ELCM shall be:

.01. Pre endorsed Students following a traditional academic degree program leading to a degree of M. DIV.

A. This shall be the preferred method of preparing for Word and Sacrament Ministry with candidates desiring to enter a Seminary in training for ELCM Ministry seeking pre-endorsement through the General Conference Executive board of an ELCM member Synod.
B. Young Adults desiring to enter Ministry are expected to follow the traditional academic degree program of obtaining an equivalent to a Bachelor of Arts or Bachelor of Science degree followed by the attainment of a Master of Divinity degree or Bachelor of Divinity.
C. Students attending Seminaries of other Denominations shall be mentored by a Pastor or Committee of Pastor(s) of ELCM throughout their time of study preparation and shall be required to participate in regular planned ELCM colloquy.

.02. Adults (primarily of a 2nd Career) may be admitted to a licensed Catechist plan of Seminary training under a Mentored, Colloquium and guided reading program in accord with the practice set forth by H. M. Muhlenberg & Colleagues in Colonial and Revolutionary War era America. Such shall extend over a period of at least 4 years.

A. This shall be the method of exception for preparing for Word and Sacrament Ministry.

b. Candidates for the Office of Ministry in ELCM upon the completion of mentored studies may be recommended for ordination to the Office of Word and Sacrament by their mentoring pastors and a special ordinand examining committee of the Synodical General Conference Executive Board either upon receiving a Master of Divinity Academic Degree or its equivalent according to category a.01. or upon satisfactory completion of the Licensed Catechist mentored program of category a.02.

.01. The Mentoring Pastor(s) and Examining Committee shall submit recommendation to the Synodical General Conference Executive Board.
.02. Upon approval of ordination for a candidate by the Synodical General Conference Executive Board, The Synodical General Conference, The reception of an official Call, and his ordination to Word and Sacrament Ministry The Ordinand shall become a full rostered voting member of ELCM (General Conference and Ministerium); in the respective Synod (General Conference and Ministerium); and of the respective District (General Conference and Ministerium) to which the Calling Congregation or special Ministry is a affiliated.
.03. Pastors shall be eligible for Official Call to special ministries only after serving a minimum of 3 years under Official Call to a Congregation of ELCM.

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Chapter VI
. Synods & Districts of ELCM.

Section 1.     Synods

a. ELCM congregations and Pastors shall be gathered together in Regional or State Synods throughout continental North America.
b. ELCM member Synods shall embody the basic principles of ELCM as well as the various basic categories of organization contained in the Constitution and Bylaws of ELCM.

c. A group of member ELCM congregations and pastors residing in a particular area of North America may petition the ELCM General Conference for the authorization of an ELCM Synod for their specific region, State, Commonwealth or Province.

.01. Upon approval by the ELCM General Conference the petitioners may then develop and present (or having developed) a proposed Constitution for the new Synod to the ELCM General Conference. Upon ELCM General Conference approval the new Member Synod shall be declared activated and all initiating the new Synod shall subscribe to the approved Constitution.
d. Each Synod shall have a General Conference made up of the ELCM voting member congregations and voting member pastors.
e. Each Synod shall have a Ministerium made up of the ELCM rostered voting member pastors of the Synod.

Section 2.     Districts within Synods

a. Synods of ELCM shall be subdivided into Districts that are based upon geographical considerations.
b. Each District shall have a General Conference made up of the ELCM voting member congregations and voting member pastors of the District.
c. Each District shall have a Ministerium made up of the ELCM rostered voting member pastors of the District.

Section 3.     Non Geographical Synods

a. By the time of its 3rd anniversary of Official Incorporation in A.D. 2002 ELCM shall establish a Non-geographical Synod for rostered member congregations and rostered member pastors not residing in the geographical area or a member ELCM Synod or who desire not to be affiliated with a geographical area Synod.
b. Until such time when a non - geographical Synod is established ELCM itself shall function as the non geographical ELCM Synod.

Section 4.     Synod Formula of Governance

a. Once established with a Constitution approved by the ELCM General Conference a member Synod may develop Bylaws and Formula of Governance that are in accord to special interests in the respective Synod as long as the basic outline of categories continues to be in harmony with the basic organization principles of ELCM.
b. Member Synods shall develop and recommend items to member pastors and congregations deemed applicable to "Formula of Governance" for congregations of the Synod but the congregations shall always be free to adopt constitutional variations that best suit the respective setting. The Constitutional items developed and recommended by a Synod General Conference to congregations of the Synod shall be for the sake of encouraging a sense of commonality in governance.

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Chapter VII
. ELCM Organization and Structure (General Conferences, Ministeriums, Commissions, Committees, Task forces, Special boards, Auxiliaries, related institutions, etc.)

Section 1.     The ELCM General Conference

a. The General Conference of ELCM shall be the Central decision making body of ELCM. All entities beyond the congregation shall be answerable to and accept guidance and direction from the General Conference of ELCM.

.01 ELCM General Conference actions, however, always be advisory to rostered member congregations and rostered member pastors except in the instances of Basic doctrinal matters and removal from the respective membership rosters of ELCM.
b. The General Conference of ELCM shall meet Triennially to transact the business of this Church.

c. Voting membership of the General ELCM General Conference shall be composed of the rostered voting member congregations and the rostered voting member pastors of ELCM.

.01. Lay professional workers in the ELCM congregations such as Deaconesses, Christian Education Directors, Ministers of Music, Youth Directors, etc. who are members of ELCM congregations shall be given the privilege of voice but shall be part of the congregational delegation in which they hold membership. As such they may be given the privilege of casting the vote that is allotted to each member congregation in the General Conferences of ELCM.
.02. Seminarians / Ordinands awaiting Official Call and ordination shall have the privilege of voice but shall not be entitled to vote in the General Conferences of ELCM.

d. Special General Conference meetings of ELCM may be called by the ELCM General Conference President at the request of 1/4 of the rostered member congregations and rostered member pastors ; and shall be called by action of the General Conference Executive Board or by request of either 1/3 of the rostered members Congregations and / or 1/3 of the rostered member pastors.

.01. Whenever a Special Session of the ELCM General Conference is called the notice of the meeting shall stipulate the reason and purpose of the meeting and no other matters shall be dealt with at the special meeting except the specific announced purpose (s).
.02. The official mailing list of all rostered member congregations and rostered member pastors shall be made available to those within ELCM who wish to represent particular perspectives and views on an issue to come before a special or general meeting of the ELCM General Conference.
e. The ELCM General Conference shall choose persons from among the lay delegations and pastors to serve as the officers of the General Conference and its Executive Board during the time intervening between Triennial General Conference meetings.

Section 2.     ELCM General Conference Executive Board

a. The Officers elected by the General Conference of ELCM together with the Presidents and Vice Presidents elected by the member regional, non geographical, and State Synods shall constitute the Executive Board of ELCM.

.01. The Officers elected by the ELCM General Conference shall be the officers of the ELCM General Conference Executive Board.
b. The Executive Board of ELCM shall be the Legislative Body of ELCM during the time intervening between Triennial General Conference meetings.

c. Each ELCM General Conference officer elected by the General Conference (President, Vice President, Secretary, and Treasurer) shall serve a 3 year term of office and shall be eligible to serve 2 consecutive terms of office.

.01. After serving 2 consecutive terms in the same office the General Conference office holder must then be out of office for a 3 year period before being elected to again serve in that respective office of ELCM.

d. The General Conference shall elect a President, Vice President, Secretary, and Treasurer.

.01. These officers elected by the Triennial General Conference of ELCM together with the President and Vice President of each member Synod of ELCM shall compose the voting membership of the executive Board of the ELCM General Conference Executive Board.
.02. The Presidents of ELCM and its member Synods shall be rostered member pastors serving rostered member congregations and the Vice Presidents of ELCM and its member Synods shall be lay leaders who are active members of rostered member congregations of ELCM.
.03. The Secretary and Treasurer of ELCM shall be Lay persons who are active members of rostered ELCM member congregations.
.04 The ELCM Ministerium Dean shall be the chaplain and advisor to the Executive Board of the General Conference executive Board. He shall have voice but not vote in all deliberations of he Executive Board.
.05. The ELCM General Conference shall have the power to remove an Officer from his Office at any specially called General Conference meeting for such a stated purpose.
A. An office holder shall be removed from Office upon failing to be affirmed in Office by a 2/3 majority vote of the rostered member congregations and rostered member pastors.
e. The General Conference Executive Board of ELCM shall meet at least biannually to transact the business of ELCM occurring between the Triennial meetings of the National General Conference.
f. The Executive Board of ELCM shall be the Board of Trustees of ELCM.

g. The members of the General Conference Executive Board of ELCM who are not elected by the General Conference of ELCM ( Presidents and Vice Presidents of Synods) shall serve normally terms of office that are 3 years in length with the exception being those who are officers of Synods with no limit or a differing limit to terms of office. A term limit of 2 consecutive terms (6 consecutive years) shall normally be the maximum consecutive time in office served for each position. Time spent to fulfill an un-expired term for all members of the General Conference Executive Board shall not be counted as part of the consecutively served time limit in Office. A person representing a Synod as President or Vice President shall be eligible for re-election after being out of office for a one year period of time following service of 6 consecutive year limit. A person serving as an officer of the ELCM General Conference shall be eligible for re-election after being out of office for a 3 year period of time.

.01. The limit of two consecutive terms of office shall begin after the first 6 years of organizational life for ELCM beginning with the date of the adoption of the Constitution and Bylaws of this Synod (September 7, 1999).
.02. The initial 12 years in the life of ELCM shall be understood as a formative time. At the end of the 12 year period any who have been in office for two recent 3 year consecutive terms of office shall be eligible for continued office only after being out of office for a three year period of time.

Section 3.     ELCM Ministerium (s) & Dean (s)

a. The rostered member pastors of ELCM and of its Member Synods shall be organized into Ministeriums .

.01. There shall be three groupings of ELCM Ministerium wherever possible at the ELCM, Synodical, and District expressions.
b. The same clergy classifications and privileges of membership applying to the General Conferences of ELCM and its member Synods shall also apply to voice and voting membership privileges in the various Ministeriums.
c. The Ministerium in each expression of ELCM shall elect from among its membership one to hold the office of "Dean". Thus there shall be a Ministerium Dean of ELCM ; a Ministerium Dean of each member Synod, and a Ministerium Dean of each Synodical District.

    d. Each Dean of an ELCM expression shall be elected to office by a true Ecclesiastical ballot by the rostered member ELCM pastors in that particular ELCM Expression.

    .01. The ELCM Ministerium Dean shall be elected for a 3 year term of office covering the time between regularly scheduled Triennial General Conferences of ELCM and shall be eligible for two consecutive 3 year terms of office.
    .02. A Synodical Ministerium Dean and A District Ministerium Dean shall normally be elected for 1 year terms of office and eligible to serve 6 years of consecutive office as a Ministerium Dean.

    .03. The Ministerium Dean for each respective Jurisdiction of ELCM shall:

    A. Chair meetings of the Ministerium ;
    B. Serve as Chaplain and Worship leader to the General Conference.
    C. Serve as a confessor to the Pastors of the Ministerium; and
    D. Serve in an advisory capacity to each Deans respective General Conference Executive Board .
    E. The District Deans shall be the chief ordaining officers of ELCM and shall also Install all pastors within a District into the Office of Pastor for a congregations extending an Official Call.

Section 4.    Extensions of the General Conference and General Conference Executive Board.

a. Extensions of the General Conference and General Conference Executive Board for the sake of enhancing ministry oversight, advisement and planning for ELCM shall be ordered as: Committees, Commissions, Task Forces, and Boards

b. All such entities created shall stipulate the objectives and purpose as well as all things operational and procedural. These descriptions shall be approved by the General Conference Executive Board and the ELCM General Conference and when adopted shall be entered into the Bylaws under the headings as follow :

    .01. Board of Publication
    .02. Board of Theological Education & Ministry
    .03. Board of Doctrine & Inter Church Dialogue.
    .04. Board of Missions
    .05. Board of Pensions and Health Benefits
    .06. Board of Church Auxiliaries
    .07. Board of Emergency Relief & Christian Charity

Section 5     Special Ministries and associated corporations of ELCM

    a. The General Conference of ELCM may establish, sponsor, initiate, and develop special Ministries and associated corporate Institutions to assist in serving the member Congregations, Pastors, and Mission effort of ELCM.

      .01. The General Conference may extend special Calls to Pastors to serve in these settings.

      A. Special Ministries and Institutions of ELCM or one of its member Synods shall as entities be entitled to representation with the privilege of voice but not vote in the ELCM General Conference (s) .
      B. Rostered member pastors serving through General Conference Call in special General Conference Ministries or Institutions shall be entitled to vote at ELCM General Conference meetings and at the respective Synodical and District General Conferences to which they are affiliated but shall not be eligible to hold office.

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Chapter VIII. Limiting Liability of Trustees and Officers: Indemnification (Officers, Board members, Trustees)

Section 1

a. As permitted under the Pennsylvania Directors' Liability Act. 42, PA. Con. Stat. ann. #8363, an officer or voting delegate / pastor as a director of this corporation shall have all of the protection afforded under said Act and shall have a fiduciary relationship to this corporation and shall perform their duties as directors including the director's duties as a member of any committee of the ELCM. Committees upon which the pastor or Lay member may serve, in good faith, in a manner the pastor or Lay member reasonably believes to be in the best interest of this corporation and which sure care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing a Pastor's and Lay member's duties,. The Pastor or Lay member shall be entitled to rely in good faith on information, opinions, reports of statements, including financial statements and other financial data, in each case prepared or presented by any of the following:

.01 . One or more officers or employees of this Corporation whom the pastor or Lay member reasonably believes to be reliable and competent in the matters presented;
.02. Counsel, public accountants, or other persons as to matters which the pastor or Lay member reasonably believes to be within the professional or expert competence of such persons;
.03. A committee of the board of ELCM, of The General Conference of ELCM, of a member ELCM Synod, of a Member ELCM District, on an ELCM Ministerium upon which he does not serve, duly designated in accordance with the law, as to matters within its designated authority, which committee the pastor or the Synod Committee member reasonably believers to merit confidence;
.04. An ELCM Pastor or ELCM lay person serving as committee member shall not be considered to be acting in good faith if the pastor or Lay member has knowledge concerning the matter in question that would cause the pastor's or the Lay member's reliance to be unwarranted.
b. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interest of this corporation.

c. A pastor or Lay member of this corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:

.01. The pastor or Lay member has breached or failed to perform the duties of his office under Section a. of this Article; and
.02. The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

d. The provision of Section c. of this Article here to shall not apply to:

.01. The responsibility or liability of a pastor or Lay member pursuant to any criminal statue; or,
.02. The liability of a pastor or Lay member for the payment of taxes pursuant to local, state or federal law.
e. The rights, responsibilities and standard of care relating to a pastor or Lay member of this Corporation as delineated in Sections a. through d. of this Article shall also apply and be required of an officer of this Corporation. If, however, a court of competent jurisdiction declares such rights, responsibilities and standard of care found in Sections a. through d. of this Article, inapplicable to an officer of this Corporation, then in that event, an officer shall be required to act in good faith and in a manner the pastor or Lay member reasonably believes to be in, or not opposed to, the best interests of the Corporation. In this regard any criminal action or proceedings by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the officer did not act in good faith and in a manner which the pastor or Lay member reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that the pastor's or Synod Committee member's conduct was unlawful.
f. Any pastor Lay member, officer, employee or agent of the Corporation who was or is a party to, or is called as a witness in connection with any threatened, pending or completed action, suite or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that said individual is or was a pastor, Synod Committee member, officer, employee or agent of the Corporation, may be indemnified by the Corporation against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with said action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Means of indemnification shall be in accordance with all applicable law including, but not limited to, 42 PA Con. Stat. Ann. #8363 et seq., known as the Director's Liability Act of Pennsylvania. Executive Board.

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Chapter IX Amendments ot the Bylaws of the ELCM Constitution.

Section 1.

a. The General Conference ELCM with the affirmation of 80% of the member congregations and member pastors gathered in General Conference may amend the Bylaws of this Constitution at any General Conference.

.01. Amendments to the Bylaws shall be considered initially adopted by an 80% Super majority Vote of the General Conference.

b. Amendments to the Bylaws shall be considered formally adopted at the end of a 60 day period with such beginning 2 calendar days following the mailing date of the Official publication of the General Conference action by the Secretary of the General Conference if approved by a minimum of 90% of the rostered member congregations and rostered member pastors.

.01. This shall be affirmed when the "No" votes from member pastors and member congregations are submitted regarding a particular amendment and total less than 10 % of the member congregations and member pastors.
.02. When the "No" votes from member pastors and member congregations equals 10% or more of the total rostered members of ELCM the amendment shall be deemed not to be enacted.

Section 2.

a. Amendments to the Bylaws of the ELCM constitution may be submitted and proposed by any rostered member congregation, any rostered member pastor, and by any of the various ELCA expressions (member Synods, Ministeriums, and Districts).

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Chapter X
.    
Distribution of ELCM Assets in the even of Dissolution.

Section 1.

a. In the event that ELCM ceases to exist but a Member Synod or Synods or a portion of a member synod such as a District continues to exist and function according to tenets set forth in this Constitution then the assets of ELCM shall become the assets of that member ELCM Synod or that portion of the Synod that continues to exist and operate.

Section 2.

a. In the event ELCM and all of its member Synods and member Districts should cease to exist any assets of ELCM shall be distributed to a Lutheran Church body or Lutheran entity which is deemed to be of a Centrist, Traditional, Biblical, Confessional, Evangelical, Liturgical orientation.

 

Bylaws: Article III - Required and Recommended items for Congregational Formula's of Government.

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