New Providence Presbyterian Church - Maryville, TN
Friday, January 18, 2019
 
 
New Providence
Presbyterian Church
703 West Broadway Avenue
Maryville, TN 37801
(865)983-0182
mail@newprovidencepres.org
 
 
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Bylaws of New Providence Presbyterian Church

ARTICLE I
 
NAME AND ORGANIZATIONAL STATUS
 

Section 1. Name. The legal name of this organization is “New Providence Church,” its corporate name pursuant to documents filed with the Secretary of State of the State of Tennessee. Except for legal or corporate purposes, this organization may also be known as “New Providence Presbyterian Church.”

 

Section 2. Organization. This organization is an ecclesiastical body of the Presbyterian Church (U.S.A.). In all respects this organization shall be organized as and shall operate as “a particular church” under the Book of Order of the Presbyterian Church (U.S.A.). References in these bylaws refer to provisions in the Book of Order.

 

Section 3. Incorporation. This organization is incorporated as a mutual benefit corporation under the Tennessee Nonprofit Corporation Act.

 

Section 4. Primary Governance. This organization shall be governed first by the Book of Order of the Presbyterian Church (U.S.A.), by the Tennessee Nonprofit Corporation Act, and by the organization's Charter. No bylaws shall be adopted or shall be valid which are inconsistent with or in violation of said Book of Order, Act, or Charter.

 
 
ARTICLE II
 
MEMBERSHIP
 

Section 1. Categories of Members. This organization shall have the following categories of membership as defined in the Book of Order ((3-5.0200): baptized member, active member, and affiliate member.

 

Section 2. Membership. Eligibility for membership, qualification for membership, rights and privileges of membership, and all other matters of membership shall be governed by the Book of Order (G-5.0000).

 

Section 3. Active Members. The active members collectively shall constitute the “congregation” (G-7.0301). Only the active members shall be entitled to all rights and privileges of the organization, to take part in meetings of the congregation and to vote and hold office (G-5.0202).

 

ARTICLE III
 
MEETINGS OF THE ORGANIZATION
 

Section 1. Congregation. When the active members of this organization meet as a corporate body, they shall meet as a “congregation” under the rules and procedures of the Book of Order (G-7.0300).

 

Section 2. Annual Meetings. The congregation shall hold an annual meeting in January of each year at the place, on the date, and at the time designated by the session. Notice shall be given as provided in the Book of Order ((3-7.0302).

 

Section 3. Special Meetings. Special meetings of the congregation may be called in accordance with the Book of Order (G-7.0302b).

 

Section 4. Business. Both ecclesiastical and corporate business may be conducted at the same congregational meeting (G-7.0304). Only such business as permitted in the Book of Order shall be conducted at any congregational meeting (G-7.0304).

 

Section 5. Quorum and Voting. The quorum at any meeting of the congregation shall be one-tenth of the total number of active members (G-7.0305). All active members who are present at a congregational meeting shall be entitled to vote (G-7.0301). Voting by proxy is prohibited.

 

Section 6. Moderator. The pastor/head of staff shall be the “moderator” or presiding officer of all meetings of the congregation. In the absence of the pastor, the moderator of the congregational meeting shall be determined in accordance with the Book of Order (G-7.0306).

 

Section 7. Clerk. The secretary of all congregational meetings shall be the clerk of the session. If the clerk is unable to serve, a secretary for the meeting shall be selected as provided in the Book of Order (G-7.0307).

 
 
ARTICLE IV
 
THE SESSION
 

Section 1. Responsibility. The governing body of this organization shall be the session, which shall be responsible for the mission and government of the organization and shall have all the responsibilities and powers conferred by the Book of Order (G-I 0.0102). It shall be the equivalent of the board of directors under civil law and shall have all the powers and duties provided in the Tennessee Nonprofit Corporation Act.

 

Section 2. Members. The session shall consist of the pastor/head of staff, the associate pastors, and the elders in active service. All members of the session, including the pastor and associate pastors, are entitled to vote (G-10.0101).

 

                Section 3. Elders in Active Service. The lay members of the session shall be known as “elders in active service”. The session shall have twenty-one elders in active service, plus up to two youth serving as elder(s) for a one-year term. At a special meeting in October or November of each year, seven elders in active service shall be elected for a term of three years; up to two youth shall be elected for a term of one year each. A youth shall be an active member under the age of 25 at the time of election. See Article VII.

 

Section 4. Qualifications. The qualifications for elders in active service shall be as set forth in the Book of Order (G-6.0300). Elders in active service shall be active members of the organization. Immediate reelection of elders in active service and deacons is prohibited; see Article VII, Section 2.

 

Section 5. Moderator. The pastor/head of staff shall be the moderator or the presiding officer of the session. A person other than the pastor may preside as moderator as provided in the Book of Order (G-10.0103).

 

Section 6. Meetings. The session shall meet on the third Tuesday of each month at the church building, unless for a particular meeting the date and place shall otherwise be determined by the session. Special meetings shall be called as provided in the Book of Order (G-10.0201).

 

Section 7. Quorum. A quorum of the session shall be the pastor/head of staff or other presiding officer and at least eleven of the elders in active service; however, for the reception and dismissing of members, the quorum shall be the moderator and two elders in active service (G-10.0202).

 

Section 8. Vacancy. In the event of the death or resignation of an elder in active service, a replacement shall be elected to fill the unexpired term at the next annual or special meeting of the congregation.

 
ARTICLE V
 
OFFICERS
 

Section 1. President. The president of the organization shall be an active member elected by the session for a term of one year at its regular meeting in the month of January of each year. The president shall have the following duties: (a) to report on the activities and financial condition of the organization at the annual meeting (T.C.A. §48-57-101), (b) to sign with the secretary (clerk of session) all deeds of conveyance, leases, mortgages, and other documents involving the organization ownership and use of real property,

 

(c) to sign any corporate document to be filed with the Tennessee Secretary of State, and (d) to fulfill any other duties specifically required of a president of a corporation under the Tennessee Nonprofit Corporation Act.

 

Section 2. Moderator. The pastor/head of staff shall be the “moderator” of the congregation and of the session and shall have all the powers, duties, and responsibilities set forth in the Book of Order.

 

Section 3. Clerk of Session. The clerk of session shall be an elder, but not necessarily an elder in active service. The clerk of session shall be elected by the session for a term of one year at its regular meeting in the month of January of each year. For the purposes of civil law, the clerk of session shall be the secretary of the organization and shall be responsible for preparing minutes of the session and congregational meetings and for authenticating records of the organization (T.C.A. {} 48-58-401).

 

Section 4. Treasurer. The treasurer of the organization shall be an active member elected by the session for a term of one year at its regular meeting in the month of January of each year. An assistant treasurer may be elected by the session. At the annual meeting the treasurer shall report on the activities and financial condition of the organization (T.C.A. {} 48-57-101).

 
 
ARTICLE VI
 
BOARD OF DEACONS
 

Section 1. Responsibilities. The organization shall have a board of deacons, the purpose, responsibilities, and duties of which shall be governed by the Book of Order (G-6.0400).

 

                Section 2. Members. The board of deacons shall have eighteen members, plus up to two youth serving as deacon(s) for a one-year term. At a special meeting in either October or November of each year, six deacons in active service shall be elected for a term of three years: up to two youth shall be elected for a term of one year each. A youth shall be an active member. Immediate re-election of elders in active service and deacons is prohibited; see Article VII.

 

Section 3. Qualifications. The qualifications for a deacon shall be as set forth in the Book of Order (G-6.0401). A deacon shall be an active member. Immediate reelection of elders in active service and deacons is prohibited; see Article VII, Section 2.

 

Section 4. Moderator and Secretary. The board of deacons shall elect a moderator and a secretary from among its members (G-6.0403).

Section 5. Advisory Members. The pastor and associate pastors shall be advisory members, with voice but without vote, of the board of deacons (G-6.0403).

 
 

Section 6. Meetings. The board of deacons shall meet regularly on the fourth Tuesday of each month, except December, at the church building, unless for any

 

particular meeting the date and place shall otherwise be determined by the board. The board shall also meet upon the call of its moderator, or when directed to meet by the session.

A joint meeting of the session and the board of deacons shall be held annually to confer on matters of common interest, with the moderator of the session presiding (G-6.0405).

 

Section 7. Supervision of Session. The board of deacons shall be under the supervision and authority of the session.

 

The records of the board of deacons shall be submitted to the session annually in January and at other times upon the request of the session. The session may void or amend any action of the board of deacons, or direct the board to reconsider such action (G-6.0404).

Section 8. Quorum. A quorum of the board of deacons shall consist of ten deacons (G-6.0405).

 

Section 9. Vacancy. In the event of the death or resignation of a deacon in active service, a replacement shall be elected to fill the unexpired term at the next annual or special meeting of the congregation.

 
ARTICLE VII
 
NOMINATION AND ELECTION OF ELDERS AND DEACONS
 

Section 1. Members. The organization shall have a nominating committee of nine voting members, all of whom shall be active members of the organization. Two members shall be elected by the session from its membership, and one of these members shall be designated by the session as chair of the nominating committee. One member shall be elected by the board of deacons from its membership. Six members shall be elected by the congregation (by secret ballot, unless there is no contest) from its membership at a special meeting of the congregation held in October of each year. None of these six members shall be a member of the session or the board of deacons. The pastor/head of staff shall be a member of the nominating committee, with voice but without vote.

 

Section 2. Immediate Reelection Prohibited. Any person who has served a full term as an elder in active service or as a deacon in active service shall be ineligible to serve as either an elder in active service or a deacon in active service for a period of one year immediately following the expiration of his/her term. Anyone serving a term of more than 24 months shall be considered as having served a full term for the purposes of this section.

Section 3. Nomination Procedure. The nominating committee shall nominate to the congregation at least one candidate for each position of elder, deacon, and member of the nominating committee to be elected by the congregation.

Additional nominations for any position may be made by any active member from the floor at the meeting of the congregation.

 

Section 4. Special Meeting for Election. At its regular meeting in either the month of September or October, the session shall call a special meeting of the congregation as follows: (1) for any Sunday in October if the meeting is called at the September session meeting; and (2) for any Sunday in November if the meeting is called at the October session meeting. The purpose of this special meeting shall be the annual election of elders, deacons, and six congregational members of the nominating committee.

 

Section 5. Secret Ballot. The election of elders, deacons, and nominating committee members shall be by secret ballot, unless there is no contest (G-14.0204).

 

Section 6. Voting. No nominee shall be elected unless he/she shall receive a majority of the votes cast. Nominees who receive a majority of the votes on the first or any subsequent ballot shall be declared elected; however, if more nominees than are required to fill the vacant offices shall receive a majority of the votes cast, then the offices shall be filled by those receiving the highest number of votes. If all offices are not filled on the first ballot, balloting shall continue on the remaining nominees and/or other nominees until the offices are filled.

 

Section 7. Ordination and Installation. Except for the persons elected to fill a vacancy, elders and deacons elected in October ordinarily shall be ordained/installed in office on the first Sunday of the following January at the morning worship service. Persons elected at any time to fill a vacancy shall be ordained/installed at a worship service as soon as possible.

 
ARTICLE VIII
 
FINANCES
 

Section 1. Fiscal Year. The fiscal year shall be January 1 through December 31.

 

Section 2. Treasurer. The work of the treasurer shall be supervised by the session, and he/she shall report at least annually to the session and more often when requested (G-10.0401).

 

Section 3. Budget. The session shall establish a budget and finance committee, which shall prepare, upon the recommendations of appropriate committees, an annual budget of operating income and expenses, of benevolence income and disbursements, and of any special funds. The committee shall present the same for preliminary approval to the session at its regular meeting in September.

Not later than its regular meeting in the following January the session shall adopt a final budget for the fiscal year. This final budget shall be presented for information to the congregation at its annual meeting in January.

 

At the annual meeting the congregation shall review the adequacy of the compensation of the pastors upon report of the prior review by the session ((3-7.0302) and shall approve any changes in the terms of compensation in the calls of the pastors.

 

Section 4. Custody of Funds. All funds received by the church shall be delivered to the treasurer for safe keeping, The treasurer shall disburse funds as provided in the annual budget, provided that expenses in any one fiscal year shall not exceed actual receipts plus budgeted surplus funds from the prior fiscal year and funds authorized for special projects. During the fourth quarter of any fiscal year the session may transfer funds within budgeted categories upon recommendations of the affected committee and the budget and finance committee. Unexpended funds from any fiscal year shall pass to the General Fund at the year-end.

 

The session may use the General Fund as income to fund future years' budgets, provided that the General Fund shall not be budgeted below a balance equal to the average of two months’ expense over the prior fiscal year. Treasurers of the other organizations of the church shall report annually to the session ((3-10.0401).

 

Section 5. Benevolences. Except for surplus funds as described in Section 4 above, the session shall not authorize the obligation of any benevolence funds other than as provided in the annual budget, except for benevolences of organizations, church school classes, special gifts, or offerings for particular purposes. The session may, during the last quarter of the fiscal year, use the unobligated funds of any benevolence budget item to cover a deficit in other benevolence budget items.

 

ARTICLE IX
 
PARLIAMENTARY PROCEDURE
 

Section 1. Parliamentary Procedure. Meetings of the congregation, session, board of deacons, and all committees and commissions of the organization shall be conducted in accordance with the most recent edition of Roberts’ Rules of Order, except in cases where the Book of Order provides otherwise ((3-9.0302).

 
 
 
ARTICLE X
 
AMENDMENTS AND REVISION
 

Section 1. Procedure. These bylaws may be amended by the session at any meeting, provided (1) that the notice or agenda of the meeting shall state that an amendment or amendments to the bylaws will be moved at the meeting and (2) that the notice or agenda shall be accompanied with a copy of the proposed amendments(s).

Further, notice of any proposed amendment shall be provided to the active members no less than fifteen days prior to the first meeting of session at which the amendment is to be considered.

 

Section 2. Majority Vote. To be adopted, the amendment(s) must be approved by a majority of the total members of the session entitled to vote (see Article IV, Section 2), regardless of the number of members present.

 
 

Section 3. Periodic Review. At least once every five years the session shall direct the administrative team to review the charter and bylaws and recommend to the session any amendment or revision.

 

Adopted June 30, 1954

Revised June 19, 1991

Reviewed and Reaffirmed by Session September 17, 1997

Revised and approved by Session September 17, 2002

Amended by Administrative Committee and Approved by Session August 19, 2003

Revised May 3, 2005