Bylaws

C O N S T I T U T I O N and B Y L A W S

Version 5.1

T A B L E O F C O N T E N T S

PREAMBLE

On June 5, 1729, 44 potential parishioners living in the west village of Rowley, bothered by having to travel to Rowley or Byfield to attend church services or other meetings, erected a frame for a meeting house on the corner of East Main Street & Pillsbury Lane. The following year they petitioned the Great & General Court (Massachusetts Bay Colony Legislature) to establish a district parish, and on October 1, 1731, the Legislature authorized land to be set off from the Town of Rowley and the Parish of Byfield for the purpose of electing officers and establishing the First Congregational Society.

The Society completed the meeting house, called a minister, and on October 4, 1732, organized a formal church known as the Second Parish of Rowley. The First Congregational Society continued as an organization, ostensibly to permit persons who did not wish to publicly declare their Faith to, nevertheless, have some church affiliation.

In 1769 Second Parish erected a new meeting house on Old South Green at the junction of East Main and Elm Streets and sold the original meeting house.

About 1838 when the Town of New Rowley became the Town of Georgetown, the Second Parish of Rowley became the First Congregational Church of Georgetown.

On January 27, 1864, a group of parishioners, dissatisfied with the theology and performance of the Reverend Charles Beecher, withdrew and organized the Orthodox Memorial Society which, by 1868, constructed a large meeting house, known as the Memorial Church, at 27-29 East Main Street (now the Town parking lot).

Not to be outdone, the First Congregational Church erected a third, and larger, meeting house on the knoll at seven Andover Street in 1874 and tore down the Old South Meeting House.

Reverend Beecher died in 1900, theological differences were forgotten, and since Georgetown was too small to support two Congregational Churches, the Orthodox Memorial Society formally reunited with the First Congregational Church on September 8, 1908, and sold their Memorial Church Edifice (destroyed by fire in 1920) to the Town.

On February 11, 1954, the First Congregational Society and the First Congregational Church voted to merge and become The First Congregational Church of Georgetown, Inc., and in January 1961, voted to affiliate with the United Church of Christ. To ensure that all legal requirements are fulfilled and, with God’s guidance, that all aspects of Church life are ongoing and performing smoothly in the 21st century, we have developed the following Constitution and Bylaws.

1.0 Name and Type

The name of this organization is The First Congregational Church of Georgetown, Incorporated, hereinafter referred to as Our Congregation, a private non-profit corporation established under the laws of the Commonwealth of Massachusetts and granted 501 (c) (3) status by the IRS. Affiliated with the United Church of Christ, hereinafter referred to as the UCC, we pledge to share in their common mission. However, the governing of Our Congregation is vested in its members who have full and final control over all of its affairs.

We believe in God, the Eternal Spirit, who is made known to us in Jesus our brother, and to whose deeds we testify:

God calls the worlds into being, creates humankind in the divine image, and sets before us the ways of life and death;

God seeks in holy love to save all people from aimlessness and sin;

God judges all humanity and all nations by that will of righteousness declared through Prophets and apostles;

In Jesus Christ, the man of Nazareth, our crucified and risen Lord, God has come to us and shared our common lot, conquering sin and death and reconciling the whole creation to its Creator;

God bestows upon us the Holy Spirit, creating and renewing the Church of Jesus Christ, Binding in covenant faithful people of all ages, tongues, and races;

God calls us into the Church to accept the cost and joy of discipleship, to be servants in the service of the whole human family, to proclaim the gospel to all the world and resist the powers of evil, to share in Christ’s baptism and eat at his table, to join him in his passion and victory;

God promises to all who trust in the gospel, forgiveness of sins and fullness of grace, courage in the struggle for justice and peace, the presence of the Holy Spirit in trial and rejoicing, and eternal life in that kingdom which has no end.

Blessing and honor, glory and power be unto God.

Amen.

4.1 TO BECOME A MEMBER INDIVIDUALS SHALL:

a) Be at least 14 years old;

b) Be sponsored by a Pastor or a Diaconate Team member;

c) Be seeking a Christian faith experience and a consistent Christian way of life;

d) Have publicly confessed their faith or for whom Our Congregation has received a letter of transfer from another Christian Church;

e) Have received the Sacrament of Baptism;

f) Have agreed to abide by Our Congregation’s Constitution and Bylaws, and Policies;

g) Have been welcomed by majority vote of the Council;

4.2 OUR CONGREGATION’S MEMBERS HAVE THE RIGHT TO:

a) Act and vote, either directly or through elected Council and Team representatives, on all transactions of Our Congregation, in accordance with

Massachusetts law; (See Voting)

b) Serve in all elected, paid and volunteer positions of Our Congregation except where otherwise restricted (See Conflict of Interest);

c) By a minimum two thirds majority vote: Call a settled Pastor, remove any Pastor (Ordained or Licensed minister), or authorize the buying,

selling, mortgaging, or leasing of real property, motor vehicles, or Our Congregation’s historical artifacts; (See Voting)

d) At the annual meeting, accept or amend the annual reports, approve a budget, and call the Council (except a Pastor) and Teams. The Council

may temporarily fill vacancies between membership meetings.

4.3 MEMBER STATUS MAY BE CHANGED BY THE COUNCIL VOTING TO:

a) Grant letters of transfer;

b) Move persons to inactive status if they have not contributed to Our Congregation in any way for a period of time;

c) Restore persons to active status.

5.0 CORPORATE ORGANIZATION

Our Congregation shall be governed by a Council made up of the Pastor, Moderator, Clerk, Member at Large, Chair of the Diaconate Team,

Chair of the Christian Development Team, Chair of the Property Team and Chair of the Finance Team. The Council shall be assisted by four

teams entitled Diaconate, Christian Development, Property, and Finance. Any decisions, unless otherwise stated, are by majority vote of all

those voting at a duly announced meeting.

All positions created by these By-laws shall:

a) In the case of the Council be members of Our Congregation;

b) Be recruited by the Moderator or the Moderator’s representative or nominated by a member of Our Congregation;

c) Be called by vote of Our Congregation at each annual meeting, or, if between annual meetings, at a special meeting of Our Congregation.

They may also be temporarily called by vote of the Council;

d) Serve for a three year term, unless stated otherwise, on a staggered basis so that all terms do not expire coincidentally, with a maximum of two

consecutive terms. Term limits may be extended by unanimous vote of the Council;

e) Do their best to abide by the Policies or Duties, Procedures and Requirements.

5.1 THE COUNCIL SHALL:

a) Determine Our Congregation’s direction;

b) Be responsible for Our Congregation’s operation;

c) Schedule the Annual and any Special Meetings; (See Membership Meetings of Our Congregation)

d) Interpret and ensure compliance with the provisions and limitations of this Constitution and Bylaws and, except for those reserved for Our

Congregation’s membership, have authority to grant waivers to them by a unanimous vote;

e) Maintain, revise when necessary, and ensure compliance with Our Congregation’s Policies or Duties, Procedures and Requirements;

f) Provide equal employment opportunity for paid positions. Applicants shall not be discriminated against with regard to age, ancestry, color,

disability, gender, national origin, physical characteristics, race, sexual orientation, veteran status, religion, or other characteristics protected by

law except where there is a bona fide qualification to perform the duties of the position. Religion shall be a bona fide discrimination qualification

for a Pastor (Ordained or Licensed ministers);

g) Act on proposals to remove anyone, except a Pastor (Ordained or Licensed minister), holding elected, paid, or volunteer positions. A minimum

two-thirds majority vote is required for removal. (See Removal of a Council Member, Team Member or Volunteer or Paid Staff)

5.2 THE PASTOR SHALL:

a) Attend to the spiritual welfare of Our Congregation’s members, attendees, and other souls as is practical;

b) Preach the Word of God;

c) Conduct public worship services including administration of the sacraments;

THE SETTLED PASTOR SHALL:

a) Be an ordained Christian minister, recommended by a Pastoral Search Team and called by a minimum two thirds majority, confidential vote of

Our Congregation’s membership;

b) Become a member of Our Congregation with an unlimited term;

c) Oversee day to day operations.

WHEN THERE IS NO SETTLED PASTOR Our Congregation may have an

INTERIM PASTOR WHO SHALL:

a) Be an ordained Christian minister, recommended by the Diaconate Team and called by a minimum two-thirds majority vote of the Council;

b) Become a member of Our Congregation if that person so desires;

c) Be given voice on the Council and may be given a vote with a minimum two-thirds majority vote of the Council if not a member of Our

Congregation;

d) Serve until a Settled Pastor is chosen or three years, which ever occurs first;

INTERN, ASSOCIATE, ASSISTANT, YOUTH OR OTHER PASTORS (Ordained or Licensed Ministers):

a) Shall be recommended by the Diaconate Team and called by a minimum two-thirds majority vote of the Council;

b) May become a member of Our Congregation;

c) Shall serve at maximum a three year term, with no limit to consecutive terms.

5.3 THE MODERATOR, considered “President of the Corporation” under state law, shall:

a) Have previously served in one of the other Council positions;

b) Preside impartially at Our Congregation’s membership meetings, voting only in case of a tie;

c) Chair the Council, maintaining the right to make motions, be heard and vote;

d) Ensure that the Clerk is sworn in following each election as required by the laws of the Commonwealth of Massachusetts.

5.4 THE CLERK, considered “Secretary of the Corporation” under state law, shall:

a) Be custodian of the corporate records and all official communications and reports;

b) Record the actions (minutes) at all membership and Council meetings;

c) Provide notice of Our Congregation’s corporate meetings.

5.5 THE MEMBER at LARGE shall:

a) Communicate with the people in the congregation to understand their expectations and opinions and to share Council goals.

b) Serve a one year term with a maximum of five consecutive terms.

5.6 THE DIACONATE TEAM is made up of its Chair and two to (preferably) four other persons; they shall;

support, assist or substitute for the Pastor’s attendance to the spiritual welfare of Our Congregation.

5.7 THE CHRISTIAN DEVELOPMENT TEAM is made up of its Chair and two other persons; they shall;

oversee all educational and fellowship programs.

5.8 THE PROPERTY TEAM is made up of its Chair and two other persons; they shall:

oversee the care, custody and protection of Our Congregation’s physical property and the safety of those who use it.

5.9 THE FINANCE TEAM is made up of its Chair, considered “Treasurer of the Corporation” under state law, and two other persons; they

shall oversee the receipt, investment and disbursement of funds.

6.0 MEETINGS

a) Worship Services shall be held at times and places established by the Council after input from the Diaconate and the Pastor. The Sacrament of

Communion shall be celebrated at least six times each year at times agreed upon by the Pastor and the Diaconate.

b) The Annual Membership Business Meeting shall be held between the 4th Sunday of January and the 1st Sunday in February, inclusively to:

1) Receive the reports of the Council, Teams, and others requested to do so by the Policies or Duties, Procedures and Requirements;

2) Act on the proposed budget for the ensuing year;

3) Elect Council and Team members to fill open positions;

4) Act on any other business related to Our Congregation.

c) The fiscal and report year shall coincide with the calendar year. Elected position terms shall begin or end with the annual meeting.

d) Council & Teams shall hold regular meetings and may hold special and emergency meetings.

e) Quorum: Fifteen percent of Our Congregation’s membership or fifteen members, which ever is higher, shall constitute a quorum for all

membership meetings. A simple majority of a group’s members shall constitute a quorum in all other situations. A quorum is required for

the transaction of all business except discussion and adjournment.

7.0 AMENDMENTS

This Constitution and By-Laws may be amended at any Annual or Special meeting of Our Congregation by a minimum two-thirds majority vote of

those present and voting provided the warrant for the meeting contains a specific article to adopt proposed amendment(s) and copies of the

proposed amendment(s) are available when the warrant is posted.

8.0 INDEMNIFICATION

Any present or former Council or Team member, Employee or Volunteer shall be indemnified and held harmless by Our Congregation to the

fullest extent authorized by law, for any actions relative to that person’s service, provided that the person acted in good faith with a reasonable

belief that those action(s) were in the best interests of Our Congregation.

9.0 DISSOLUTION

Should a situation arise that prevents further meaningful operation, The First Congregational Church of Georgetown, Inc. may be dissolved by

a minimum three-quarters majority vote of those present and voting at a duly announced membership meeting. If dissolution occurs, the

Council shall ensure that:

a) All remaining liabilities and obligations are paid and discharged, and;

b) The membership votes to determine distribution of records and property, real or otherwise.

Revision History (following original corporate document, adopted 02/11/1954)

Version 2.0 adopted 01/28/1993 (Complete revision and update)

Version 3.0 adopted 01/31/2010 (General revision and update, Definitions & Conflict of Interest added)

Version 4.0 adopted 01/30/2011 (Administrative Policies and Procedures removed to a separate document)

Version 5.0 adopted 02/03/2013 (Complete restructure)

Version 5.1 adopted 01/26/2014 (Minor word changes)