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1 Plaintiffs request that this Court issue a Temporary Restraining Order, pending

2 issuance of a preliminary and/or permanent injunction enjoining Defendants, and each of


3 them, as well as those defendants who collectively comprised the Central City Lutheran
4 Mission (sometimes hereafter “CCLM”) Board of Directors until June 3, 2010, under
5 president DAVID ADLINGTON, that is, Defendants DAVID J. ADLINGTON, MARLIN
6 K. BRANDT, GAIL L. EGENES, FREDERICK J. FRUEHAN, JOHN M. FUTCH,
7 STEPHANIE GASCA, MARIE M. HINZ, LARA L. JANSSEN, BILL R. OLINGER,
8 GORDON D. PETERSON, VICTOR PEREDA, and RUEBEN RIVERA,1 hereafter “the
9 Adlington Board” because Defendant ADLINGTON is its president), from
10 (1) Demanding that La Obra de San Martín (hereafter “La Obra”), the
11 worshipping community presently meeting at CCLM, vacate its sanctuary and other spaces
12 at CCLM, effective June 30, 2010, or any other date;
13 (2) Limiting Plaintiffs’ access to any of CCLM’s property;
14 (3) Altering the CCLM bylaws without observing the applicable process
15 specified in those bylaws for that purpose, including obtaining approval by the CCLM
16 Membership as defined herein;
17 (4) Altering the CCLM articles of incorporation;
18 (5) Implementing any decisions and/or actions based on bylaws and/or the
19 articles of incorporation thus improperly altered;
20 (6) Transferring, donating, selling, or otherwise disposing of any real property of
21 the CCLM Corporation or any of its subsidiaries;
22 (7) Altering, amending, or changing the corporate structure of CCLM or any of
23 its subsidiaries;
24

25
1
Because this Verified Complaint names nearly 30 individuals, 15 entities, and five things, for the court’s
convenience, Plaintiffs have prepared a Summary of Involved Parties, Entities, and Things served concurrently.

VERIFIED COMPLAINT – Page 1


1 (8) Disbanding or dissolving the CCLM corporation or any of its subsidiaries.
2

3 INTRODUCTION
4 1. Plaintiffs, on behalf of the members of CCLM, bring this action against the
5 Adlington Board and other defendants for declaratory and injunctive relief (1) to end
6 Defendants’ dominion and control of CCLM and to return it to its rightful owners, the
7 members of the corporation, (2) to rescind the eviction notice levied on La Obra, and (3)
8 for an award of damages against Defendants in an amount to be determined at trial.
9 2. This matter has already been resolved in accordance with the corporate
10 bylaws of Central City Lutheran Mission. On June 3, 2010, all of the known members of
11 the corporation (hereafter “the CCLM Membership”) signed a “Unanimous Declaration of
12 the Members of the Corporation of Central City Lutheran Mission in San Bernardino,
13 California” (hereafter the “Unanimous Declaration”), attached hereto as Exhibit “A” and
14 incorporated by reference as though fully set forth at length. The action of the Unanimous
15 Declaration was taken by the CCLM Membership as the corporation’s ultimate authority in
16 accordance with the latest revision of the corporate bylaws in effect at the time, that is the
17 bylaws dated February 17, 2003, (hereinafter “the CCLM Bylaws”) attached hereto as
18 Exhibit “B” and incorporated by reference as though fully set forth at length. By this
19 action, on June 3, 2010, the Adlington Board was declared vacant, with a new board being
20 elected in accordance with the bylaws of the corporation.
21 3. On information and belief, some or all of the members of the Adlington
22 Board continue to claim to be the board of directors of Central City Lutheran Mission, and
23 the other defendants – MARY NELSON, MURRAY FINCK, and the PACIFICA SYNOD
24 OF THE EVANGELICAL LUTHERAN CHURCH IN AMERICA (hereafter “PACIFICA
25 SYNOD”) – accept that claim. The Adlington Board’s refusal as alleged directors of a

VERIFIED COMPLAINT – Page 2


1 corporation to follow the corporation’s own bylaws – including their self-serving
2 reappointment of themselves as officers without election, their appointment of allies to
3 positions on the board while ignoring applications and nominations of non-allies, and their
4 refusal to accept the actions of the CCLM Membership as specified by its bylaws – is
5 repugnant to the law of this state.
6

7 THE PARTIES
8 I. PLAINTIFFS
9 4. Plaintiff MARK S. SHIRILAU is a member of Central City Lutheran
10 Mission and the archbishop of the Ecumenical Catholic Church. He was elected to the
11 board of directors of CCLM by the CCLM Membership on June 3, 2010, and was named
12 president of the board of directors at the subsequent meeting of the newly elected board.
13 In addition, La Obra, by vote of its parish council on March 15, 2010, elected Plaintiff
14 SHIRILAU as president of its parish council.
15 5. Plaintiff CONSTANCE L. SHOWLER is a founding member of Central City
16 Lutheran Mission, involved in the initial planning and fundraising in 1993-94. She
17 became a member of the board of directors in 1999 and served until 2008, being president
18 from 2005 to 2007. She was again elected to the CCLM board of directors by the CCLM
19 Membership on June 3, 2010. She has served as a volunteer at many of the social
20 ministries of CCLM, is active in the worshipping community, serves as treasurer of La
21 Obra, and has been continuously affiliated with CCLM for 17 years.
22 6. Plaintiff NORI KIERAN-MEREDITH is a member of Central City Lutheran
23 Mission, was elected to the CCLM board of directors by the CCLM Membership on June
24 3, 2010, and was named secretary of the corporation by the newly elected board of
25 directors. She also serves as pastor of La Obra.

VERIFIED COMPLAINT – Page 3


1 7. Plaintiff ALEX AVILA is a member of Central City Lutheran Mission. He
2 is also a member of the Adlington Board. However, he was specifically excluded from the
3 list of board members deposed and removed by the Unanimous Declaration. Instead, he
4 was re-elected by the CCLM Membership on June 3, 2010, and was named treasurer of the
5 corporation by the newly elected board of directors. Plaintiff AVILA has worked with
6 CCLM since its very beginning when he relocated from New York at the request of
7 CCLM’s founding pastor, David Kalke.
8 8. Plaintiff SOCORRO QUIÑONES is a member of Central City Lutheran
9 Mission, was elected to the CCLM board of directors by the CCLM Membership on June
10 3, 2010, and was named vice president of the corporation by the newly elected board of
11 directors. She also serves as the director of the Plaza Comunitaria, a social outreach
12 ministry jointly sponsored by CCLM and the Mexican Consulate.
13 9. All plaintiffs bring this action individually, on behalf of the CCLM
14 Membership, on behalf of La Obra, and on behalf of the general public.
15

16 II. DEFENDANTS
17 10. Defendant DAVID J. ADLINGTON served as president of CCLM’s board
18 of directors in 2009. In conjunction with Defendant OLINGER, he re-appointed himself in
19 January 2010 in violation of Section VI.2 of the CCLM Bylaws. He was formally deposed
20 and removed from office on June 3, 2010, by the Unanimous Declaration signed by the
21 CCLM Membership.
22 11. Defendant BILL R. OLINGER served as secretary of the corporation and
23 member of the board of directors in 2009. In conjunction with Defendant ADLINGTON,
24 he re-appointed himself in January 2010 in violation of Section VI.2 of the CCLM Bylaws.
25 He was formally deposed and removed from office on June 3, 2010, by the Unanimous

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1 Declaration signed by the CCLM Membership.
2 12. Defendant GORDON D. PETERSON is a pastor of the Evangelical Lutheran
3 Church in America (hereafter sometimes “ELCA”) and the assistant to the bishop of the
4 PACIFICA SYNOD. At a board meeting in early 2010, Defendant PETERSON stated
5 publicly that he was an “ex officio member of the board as the representative of the ELCA
6 bishop.” This is a violation of the CCLM Bylaws, as they do not allow for any ex officio
7 members of the board of directors. He was formally deposed and removed from office on
8 June 3, 2010, by the Unanimous Declaration signed by the CCLM Membership.
9 13. Defendants MARLIN K. BRANDT, GAIL L. EGENES, FREDERICK J.
10 FRUEHAN, JOHN M. FUTCH, STEPHANIE GASCA, MARIE M. HINZ, LARA L.
11 JANNSEN, VICTOR PEREDA, and RUEBEN RIVERA are also members of the
12 Adlington Board. Some of these defendants were legitimately elected to the board in prior
13 years. Others were appointed by action of the Adlington Board in violation of the CCLM
14 bylaws. Defendants HINZ and EGENES, for example, were appointed at the April 27,
15 2010, meeting without election and without consideration of other persons who had also
16 been nominated. All of these defendants were deposed and removed from their positions,
17 if any, by the CCLM Membership on June 3, 2010, in its Unanimous Declaration, without
18 regard to their legitimacy or illegitimacy.
19 14. Defendant MARY B. NELSON is a consultant employed by the Evangelical
20 Lutheran Church in America and/or one of its subsidiary organizations. She has been
21 giving direction to the other defendants and encouraging them to violate the bylaws of the
22 corporation and to ignore state law.
23 15. Defendant MURRAY D. FINCK is the bishop of the PACIFICA SYNOD.
24 He is responsible for episcopal oversight of ELCA churches in the portion of California
25 that includes San Bernardino, has on occasion attended meetings of the Adlington Board,

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1 and has been claimed by some to have authority to appoint a delegate to the CCLM board,
2 despite the absence of any such authority in the CCLM Bylaws.
3 16. Defendant PACIFICA SYNOD is the regional organization, similar to a
4 diocese, responsible for Evangelical Lutheran Church in America parishes and other
5 operations in the portion of California that includes San Bernardino. It is the employer of
6 Defendants PETERSON and FINCK.
7 17. Defendants DOES 1 through 50, inclusive, are sued in this Complaint under
8 fictitious names. Their true names and capacities are unknown to Plaintiffs at this time.
9 When their true names and capacities are ascertained, Plaintiffs will amend this Verified
10 Complaint by inserting their true names and capacities herein. Plaintiffs are informed and
11 believe, and thereon allege, that each of the fictitiously named defendants is responsible in
12 some manner for the occurrences alleged in this Complaint.
13

14 III. JURISDICTION AND VENUE


15 18. This court has jurisdiction inasmuch as the real property of the corporation is
16 located in the County of San Bernardino, many of the defendants reside in this county, and
17 their unlawful acts occurred in this county.
18 19. Venue is proper in the San Bernardino Court District inasmuch as the real
19 property of the corporation is located in the City of San Bernardino, some of the
20 defendants reside in San Bernardino, Loma Linda, Highland, Colton, or other cities in the
21 San Bernardino Court District, and their unlawful acts occurred primarily in the City of
22 San Bernardino.
23

24

25

VERIFIED COMPLAINT – Page 6


1 FACTS COMMON TO ALL COUNTS
2

3 I. THE FOUNDATIONAL STRUCTURE OF CCLM


4 20. CCLM is a California nonprofit corporation which, pursuant to its articles of
5 incorporation and its bylaws, has no legal relationship to any other corporation,
6 organization, or religious institution.
7 21. CCLM was organized by individual Lutherans in the San Bernardino area in
8 the early 1990s to make use of the abandoned facilities at 1354 North G Street which had
9 been the home of First English Evangelical Lutheran Church of San Bernardino before that
10 parish was closed.
11 22. The articles of incorporation of Central City Lutheran Mission were signed
12 on July 31, 1994, and the organization was incorporated on September 22, 1994, as
13 California Corporation No. 1751071. A copy of the articles of incorporation is attached as
14 Exhibit “C” and incorporated herein by reference as though fully set forth at length.
15 23. The articles of incorporation of CCLM do not reference any other
16 organization by name or implication and neither require nor create any subordinate or
17 governing relationship with a synodical, diocesan, denominational, or any other church
18 structure. CCLM is incorporated as an entity strictly unto itself and under its own
19 governance.
20 24. CCLM’s articles of incorporation use the word Lutheran only in the name of
21 the organization, but never in any way related to its description, relationship, existence,
22 mission, goals, or purpose. In fact Article II of the CCLM Articles of Incorporation states,
23 “The purposes for which the corporation is formed are exclusively religious within the
24 meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 . . . and are to
25 establish a Christian Mission Outreach Program in the underserved central city area of San

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1 Bernardino, California.” (Emphasis added.)
2 25. The articles of incorporation themselves anticipate a membership-based
3 organization when they state in Article V, “It [the corporation] does not contemplate the
4 distribution of gains, profits, or dividends to its members ...” (Emphasis added.)
5 26. Using the term Lutheran in CCLM’s foundational documents does not
6 necessarily imply a relationship with the Evangelical Lutheran Church in America, the
7 PACIFICA SYNOD, or any other Lutheran body. There are many Lutheran
8 denominations in the United States and many Lutheran congregations that adhere to the
9 tenets of Martin Luther and/or the Reformation but which are not affiliated with any larger
10 Lutheran organization. Although the ELCA is the largest Lutheran denomination in the
11 United States, the Lutheran Church – Missouri Synod (LCMS), for example, is also quite
12 significant, and the LCMS is often at odds with the ELCA on a number of social and
13 theological issues. In fact the ELCA has closer intercommunion relationships with the
14 Episcopal Church and the United Methodist Church than it does with the LCMS.
15

16 II. CCLM’S SOLE OWNERSHIP OF THE REAL PROPERTY


17 27. On March 11, 1992, title to the real property at 1354 North G Street, San
18 Bernardino, APN 0145-193-08-0000, (hereafter, “the Church Facility”) was transferred
19 from First English Evangelical Lutheran Church of San Bernardino (the defunct parish) to
20 the Lutheran Social Services Foundation of Southern California. On November 13, 1996,
21 title to the Church Facility was transferred from the Lutheran Social Services Foundation
22 of Southern California to Defendant PACIFICA SYNOD. On February 18, 1999, title to
23 the Church Facility was transferred from Defendant PACIFICA SYNOD to the
24 independent corporation of Central City Lutheran Mission. The grant deed for this final
25 transaction includes the notation: “This is a bonafide gift and the grantor received nothing

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1 in return.” The Church Facility continues to be under the sole ownership of the CCLM
2 Corporation.
3 28. All of the other real property of the CCLM Corporation was acquired from
4 private parties or government agencies and has never been under the control or ownership
5 of any religious institution other than CCLM.
6

7 III. Governance of CCLM


8 29. CCLM is governed by its corporate bylaws. Prior to June 3, 2010, the latest
9 revision of the bylaws (attached as Exhibit “B”) was approved on February 17, 2003.
10 These bylaws define the absolute and ultimate control of the corporation as belonging to
11 the CCLM Membership. The board of directors is elected by the membership and is
12 subservient to the membership pursuant to Section 4 of Article V. The members have the
13 absolute right to recall or remove any or all directors. Amendments to these bylaws may
14 only be made by the members.
15 30. In late 2002 the CCLM board of directors held a retreat facilitated by Dr.
16 Kevin Kragenbrink, a consultant devoted to “helping small to medium businesses and
17 nonprofits grow and succeed” (http://www.linkedin.com/in/esknoxville). At that time, he
18 was the director of the Inland Empire Center for Entrepreneurship at California State
19 University San Bernardino. The purpose of the retreat was for Dr. Kragenbrink to provide
20 the board with organizational expertise, including the revision of the corporate bylaws to
21 best reflect the goals and purpose of the organization.
22 31. The revised bylaws prepared under Dr. Kragenbrink’s recommendation were
23 presented and approved at the meeting of February 17, 2003, the agenda of which is
24 attached as Exhibit “D.” (Because Defendants remain in physical control of the corporate
25 records, Plaintiffs were unable to locate a copy of the minutes of the meeting.)

VERIFIED COMPLAINT – Page 9


1 32. Article IV of the bylaws is nearly five pages long. It describes the rights,
2 qualifications, admission, termination, meetings, and voting rights of the members.
3 33. The qualification and admissions procedures of persons into the official
4 membership of the corporation are clear and straightforward. The bylaws establish two
5 types of members: institutional members and personal members. Institutional members
6 are any “institutions, organizations, corporations, congregations, or other groups affiliated
7 with the Evangelical Lutheran Church in America or the Lutheran Church, Missouri
8 Synod.” (Emphasis added to point out that CCLM is not an ELCA-based organization.)
9 (Bylaws IV.2.a.) Personal members are “Individuals who share the vision, mission, and
10 community improvement philosophy of CCLM and who are willing to support the mission
11 in its efforts to bring about community change.” (Bylaws IV.2.b.)
12 34. The only requirement for an individual to become a member of the
13 corporation is to apply for membership and to pay $100 dues (Bylaws IV.3.b. and IV.4.b.).
14 There is no provision for any individual, employee, officer, board, or other person to
15 approve or disapprove members. Thus, anyone who applies and pays dues is a member by
16 definition. There is no responsibility on the member’s part to make sure the CCLM
17 officers or employees deposit the dues money in the organization’s bank or use the money
18 appropriately. That is solely the fiduciary obligation of the officers or employees receiving
19 the dues. There is no limit to the number of CCLM’s members. (Bylaws IV.5.) Nothing
20 in the bylaws suggests anything other than that a person becomes a member when his or
21 her application and dues are first received by CCLM.
22 35. Directors of CCLM may be removed by unanimous approval of the members
23 entitled to vote as delineated in Section 12(7)(a) of Article IV of the bylaws, and indeed
24 such happened with the vacating of the Adlington Board occasioned by the signing of the
25 Unanimous Declaration on June 3, 2010.

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1 36. Article V of the bylaws states, “Board members shall be elected by a
2 majority of members of the corporation voting at an annual meeting of the corporation.
3 (Section 4.)
4 37. Article XI of the bylaws specifies the procedure for amending the bylaws. It
5 states, “[T]hese Bylaws or any provision of them may be altered, amended or repealed, and
6 new Bylaws may be adopted by vote of two-thirds of the members present at any special or
7 regular membership meeting at which a quorum is present.” (Emphasis added.) There is
8 no provision for amendment to the bylaws by any other person or group, including the
9 board of directors.
10 38. The 2003 bylaws were re-ratified by the Unanimous Declaration of the
11 CCLM Membership on June 3, 2010, with only one amendment, the details of which are
12 presented in the Declaration of MARK S. SHIRILAU, filed concurrently, which
13 amendment Plaintiffs contend is irrelevant to this action.
14 39. The ELCA’s “Model Constitution for Congregations of the Evangelical
15 Lutheran Church in America,” hereafter “the Model Constitution,” attached hereto as
16 Exhibit “E” and incorporated herein by reference as though fully set forth at length,
17 contains very specific language that is required to be included in the constitutions or
18 bylaws of every ELCA church. It includes specific wording that legally binds the
19 affiliation of the congregation with the ELCA and the synod in which it is located. For
20 example, required Section C6.01 states, “This congregation shall be an interdependent part
21 of the Evangelical Lutheran Church in America or its successor, and of the (insert name of
22 synod) Synod of the Evangelical Lutheran Church in America. This congregation is
23 subject to the discipline of the Evangelical Lutheran Church in America.” Neither the
24 articles of incorporation nor the bylaws of Central City Lutheran Mission contain such
25 language or anything similar to it. This fact further emphasizes that no legal relationship

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1 exists between CCLM and ELCA.
2

3 IV. HISTORY OF THE WORSHIPPING COMMUNITY AT CCLM


4 40. The Reverend David Kalke began serving as pastor and executive director of
5 CCLM on October 20, 1996.
6 41. The board of directors of CCLM, together with Pastor David Kalke, called
7 and installed the Rev. Dr. Jennifer Mason as associate pastor of CCLM on April 18, 2004.
8 42. On October 29, 2004, the PACIFIC SYNOD and Bishop MURRAY FINCK
9 asked the Rev. David Kalke and the CCLM Board of Directors to rescind their call to
10 Pastor Mason. The Board and Pastor David Kalke refused.
11 43. That same day, October 29, 2004, the Pacifica Synod Council adopted a
12 resolution that states:
13 “BE IT RESOLVED, that the Pacifica Synod Council regretfully and
sadly removes Central City Mission (Congregational Identification
14 Number 30357) from the congregational roster of the Evangelical
Lutheran Church in America, effective on October 29, 2004, and be it
15 further
16 RESOLVED that the Pacifica Synod Council recognizes this decision will
end its call to the Rev. David Kalke as pastor/developer of the Central
17 City Lutheran Mission in accordance with ELCA constitutional provision
7.43.01.” (Emphasis added.)
18

19 44. Pastors Kalke and Mason continued to hold worship services in the facilities
20 of CCLM but not in association with the Evangelical Lutheran Church in America. This
21 split between CCLM and the ELCA has never been resolved.
22 45. In late 2009, Pastor Kalke worked with the lay leaders of the parish to
23 formalize the continuation of the worshipping community at CCLM as the autonomous La
24 Obra de San Martín (the Work of St. Martin), now under the direction of Plaintiffs
25 SHIRILAU and KIERAN-MEREDITH.

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1 46. On March 13, 2010, the parish council of La Obra met. The council elected
2 Plaintiff SHIRILAU as its president and called Plaintiff KIERAN-MEREDITH to be
3 pastor of La Obra.
4 47. On April 11, 2010, as directed by the La Obra Parish Council, Plaintiff
5 SHIRILAU wrote to CCLM. The letter pointed out the historic relationship between La
6 Obra and CCLM and how since 2004 La Obra had used the sanctuary continuously free of
7 charge for six years. This continual presence establishes an affirmative easement.
8

9 V. PASTOR KALKE’S RESIGNATION AND ITS AFTERMATH


10 48. On December 14, 2009, Pastor Kalke wrote to the CCLM board of directors
11 announcing his resignation. He offered to remain as a consultant for six months, but this
12 offer was rejected by the Adlington Board. Plaintiffs contend that this refusal has done
13 serious harm financially and emotionally to CCLM.
14 49. Breaking with long-standing CCLM tradition, and also in violation of the
15 CCLM bylaws, the annual meeting of the membership was not held after the Martin Luther
16 King celebrations on January 18, 2010, or on any other day in 2010, thus prohibiting
17 legitimate elections of directors to the CCLM board.
18 50. Communication, cooperation, leadership, and trust broke down in the various
19 communities involved with CCLM after Pastor Kalke left. The Adlington Board fell into
20 disarray and no one was able to present a comprehensive list of who was and was not a
21 board member. Directors resigned and others were appointed while others appeared to
22 hold positions in name only.
23 51. Concerns began to grow among the people served by the various ministries
24 taking place at CCLM as well as some of the long-time supporters, including some life-
25 long Lutherans, began encouraging Plaintiffs SHIRILAU and KIERAN-MEREDITH to

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1 become more involved in the workings and political structure of CCLM, rather than focus
2 exclusively on the religious aspects of La Obra. The call from the community became
3 imperative when the people learned that Plaintiff SHIRILAU has a master’s degree in
4 business administration with an emphasis in organizational behavior and Plaintiff
5 KIERAN-MEREDITH has an extensive paralegal and office administration background.
6

7 VI. CCLM MEMBERSHIP AND APPLICATIONS


8 52. After multiple attempts to communicate with the Board, all or nearly all of
9 which proved unsuccessful, Plaintiffs determined that they would need to establish
10 representation on the Board of Directors if they ever expected to be heard. The clearest
11 way to obtain that representation was through the membership system specified in the
12 bylaws, as the CCLM Membership elected the board of directors. Consequently, on April
13 9, 2010, Plaintiff SHIRILAU submitted his membership application and dues to Maria
14 Medina, CCLM’s interim executive director, at the CCLM office by U.S. mail.
15 53. On April 27, 2010, Maria Medina wrote to Plaintiff SHIRILAU returning his
16 membership application and check “certifying that you are not a member of CCLM.” It
17 stated, “CCLM was informed by the ELCA that we cannot have individual members in the
18 organization.” The letter concluded, “Finally, the CCLM Board voted to eliminate the
19 category of individual memberships, [sic] in revising and updating the bylaws.” Plaintiffs
20 contend all of this was done at the direction of some of the defendants in clear
21 contravention of CCLM’s own bylaws!
22 54. On May 2, 2010, Plaintiff SHIRILAU wrote to Defendant ADLINGTON
23 protesting the violations of the bylaws and Plaintiff KIERAN-MEREDITH wrote to
24 Defendant ADLINGTON protesting the Board’s refusal to engage with La Obra’s
25 leadership. On May 3, 2010, Pastor David Kalke penned a letter to long-time supporters of

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1 CCLM, calling for the membership to emerge and establish itself.
2 55. Many long-time supporters of CCLM responded to the call to help restore
3 CCLM to its original vision and mission. By May 15, 2010, sixteen new members had
4 joined CCLM. Their applications and dues were submitted to Maria Medina.
5 56. On May 18, 2010, Defendant ADLINGTON wrote to those new members.
6 He acknowledged that “CCLM’s 2003 by-laws [sic] have had provision for corporate and
7 individual members.” He attempted to mislead the letter’s recipients by stating “We are
8 unable and have been requested by ELCA not to accept any ‘memberships’ at this time.”
9 [Emphasis and quotes in original.]. While it may be true that the ELCA has requested
10 them not to accept memberships, this does not make them “unable” to accept memberships
11 because the ELCA has no legitimate control over CCLM.
12 57. On May 20, 2010, a formal demand letter, signed by eight of the members of
13 the corporation, including Plaintiffs SHIRILAU, KIERAN-MEREDITH, and SHOWLER,
14 and apparently representing more than 5% of the corporation’s membership as specified by
15 the CCLM Bylaws (§ IV.11.c), was mailed to Defendant ADLINGTON as the
16 corporation’s agent for service of process and was emailed to the entire Adlington Board
17 with copies to the CCLM Membership. The letter demanded that a special meeting of the
18 membership be called. The letter further reminded Defendant ADLINGTON of his duties
19 under the bylaws and informed him that the letter’s signers would call the meeting
20 themselves if he and/or the Adlington Board failed to call it, as is the members’ right under
21 the CCLM Bylaws (§ IV.12.4).
22 58. On May 27, 2010, Defendant ADLINGTON wrote to the eight corporate
23 members who signed the demand for meeting, informing them that such a meeting would
24 not be called. The letter is signed by Defendant ADLINGTON “On behalf of the Board of
25 Directors” even though the subject was not discussed at the previous day’s meeting of the

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1 Adlington Board, as substantiated by the Declaration of Plaintiff AVILA, filed
2 concurrently, and no other meeting of the Board was held between the time the demand for
3 meeting was issued.
4 59. On May 28, 2010, Defendant ADLINGTON wrote to the members of the
5 corporation who had recently submitted their applications, once again returning
6 membership applications and checks. His letter states, incorrectly, “CCLM is not an
7 individual membership corporation.” It provides several additional irrelevant and/or
8 erroneous points to substantiate its false claim, as further discussed in the Declaration of
9 Mark S. Shirilau, served concurrently.
10

11 VII. DEFENDANT NELSON’S ATTEMPT TO REVISE BYLAWS


12 60. At the meeting of the Adlington Board on April 26, 2010, Defendant
13 NELSON, whose role was supposed to have been to “evaluate” CCLM, made an extensive
14 presentation about proposed revisions to the bylaws. All of her discussion was in reference
15 to the February 17, 2003, bylaws and the changes proposed to them, which would become
16 noteworthy in view of her insistence at the meeting of May 26, 2010 (see below) that they
17 were not in effect. Defendant NELSON stated that Article IV, which defines the
18 membership system, should be eliminated altogether, because Lutheran Services in
19 America (LSA) does not recommend membership-based organizations. This statement is
20 misleading at best, if not downright erroneous, as more clearly set forth in the Declaration
21 of Mark S. Shirilau, served concurrently.
22 61. Defendant NELSON also stated that Section 6 of Article V of the CCLM
23 Bylaws that allows up to 49% of directors to be interested persons (those who are
24 employees of the organization, etc.) is “not accepted standard.” Her presentation went on
25 to state that there would be an annual meeting of the board of directors rather than one of

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1 the membership. To Plaintiffs’ consternation, Defendant NELSON proposed adding a
2 clause that would allow the board of directors to dissolve the CCLM Corporation. The
3 Adlington Board “approved the changes in substance,” subject to having their lawyer
4 review them even though the Board had no authority whatsoever to modify CCLM’s
5 bylaws.
6 62. On May 26, 2010, the Adlington Board met. Defendant NELSON gave a
7 report on her assessment of the bylaws and discussed further revisions that were “required
8 by the ELCA,” despite the fact that ELCA had no legal authority over CCLM.
9 63. At this meeting of May 26, 2010, Defendant NELSON opined that the only
10 applicable “signed copy of the bylaws” were the bylaws of May 20, 2002, adding the non
11 sequitur that since she could not find a signed copy of the 2003 bylaws, they were not in
12 force. She also claimed that the 2002 bylaws did not provide for members of the
13 corporation, an allegation Plaintiffs are unable to verify as they do not have access to the
14 corporate records. Yet, strangely, the revisions Defendant NELSON proposed were based
15 upon the 2003 bylaws. Defendant NELSON simultaneously and contradictorily claimed
16 them to be invalid and yet presented her suggestions for revising them!
17 64. Although Plaintiff SHIRILAU has requested a copy of the alleged 2002 bylaws
18 from several of the defendants, they have not been provided. However, Plaintiff
19 SHOWLER was personally present at the adoption of the 2003 bylaws, as she attests in her
20 Declaration, filed concurrently.
21

22 VIII. THE EVICTION OF LA OBRA


23 65. Defendant ADLINGTON stated in his letter of May 18, 2010, “We
24 anticipate making changes in the operation of any religious community involvement with
25 CCLM. We have NOT endorsed or granted approval to any group operating on our

VERIFIED COMPLAINT – Page 17


1 premises. We have allowed operation while we review and formulate plans.” In fact, La
2 Obra, the subject “religious community” has always been co-existent and co-extensive
3 with CCLM. The religious community had actually been the same legal entity as CCLM
4 until Defendant PACIFICA SYNOD removed it from the roster of congregations in 2004.
5 At that time the organizationally separate religious community was formed, but it was and
6 always has been made up of the same people that ministered through and were ministered
7 to by CCLM. The statement that CCLM has “not endorsed or granted approval to” La
8 Obra is a brazen misstatement of history.
9 66. On May 28, 2010, Defendant ADLINGTON wrote to La Obra giving notice
10 that it must “vacate the [CCLM] premises on or before June 30, 2010.” This letter was
11 signed “Of [sic] behalf of the CCLM Board of Directors” even though the subject was not
12 discussed at the meeting of the Adlington Board on May 26, as attested to in the
13 Declaration of Mark S. Shirilau, served concurrently.
14

15 IX. THE SIGNING OF THE UNANIMOUS DECLARATION.


16 67. By May 28, 2010, on information and belief, twenty persons had turned in
17 their membership applications and dues. The members include all five of the Plaintiffs as
18 well as a diversity of other persons supportive of and interested in the ongoing health and
19 welfare of CCLM. Half of them are over sixty years old, and four are over eighty. Forty
20 percent are members of ELCA churches. Two are members of the H Street Clinic board of
21 directors. Several have been involved with CCLM since its inception.
22 68. Plaintiffs have repeatedly asked for lists of members of the corporation.
23 Initially these requests were ignored. Later, Plaintiffs were told “there are no members.”
24 Given this admission by the Adlington Board and the CCLM staff, the twenty determined,
25 arguendo, that they represent 100% of the corporation’s members. Rather than meet all at

VERIFIED COMPLAINT – Page 18


1 one time, they communicated with each other through various means and came to
2 agreement on vitally important issues for the future of Central City Lutheran Mission,
3 waiving their right to notice of meeting and recognizing the Adlington Board’s refusal to
4 call a membership meeting as giving them the authority to act themselves.
5 69. On June 3, 2010, the “Unanimous Declaration of the Members of the
6 Corporation of Central City Lutheran Mission in San Bernardino, California” (attached as
7 Exhibit “A”) was promulgated, having been signed by all twenty members of the
8 corporation. It recited twenty points of important history, most of which are contained
9 within this complaint, and took six actions on behalf of the corporation. Those relevant to
10 this action include: (1) The Adlington Board was declared vacant. (2) All actions taken
11 by the board since January 18, 2010, were deemed void and any liability arising from such
12 actions was declared the personal responsibility of the persons acting on CCLM’s behalf at
13 the time. (3) The notice to vacate given to La Obra was rescinded and La Obra was
14 granted rent-free use of the worship space at CCLM until January 1, 2012. (4) The 2003
15 bylaws were re-ratified with the sole exception of changing Section 1 of Article IV as
16 heretofore discussed, and (5) Plaintiffs herein were elected as the new CCLM board
17 members.
18 70. Also on June 3, 2010, formal letters, signed by the Plaintiffs as the new and
19 legitimate board of directors of CCLM, were sent to each member of the Adlington Board
20 informing them that they had been deposed, that the old board was vacated, that a new
21 board was elected, and offering them the opportunity to acknowledge this action. As of
22 the filing of this complaint, the individual members of the Adlington Board, with the
23 exception of José Velez and Plaintiff AVILA, have not made such an acknowledgment,
24 and for that reason are named as defendants herein.
25

VERIFIED COMPLAINT – Page 19


1 X. EFFORTS AT MEDIATION
2 71. Throughout the period since Pastor Kalke departed, Plaintiffs have made
3 several attempts to meet and work with various Defendants, as delineated in their
4 individual declarations. The general response from Defendants has been to ignore any of
5 these requests.
6 72. In June 2010, Plaintiff KIERAN-MEREDITH contacted Mark Edwards, a
7 member of First Presbyterian Church of San Bernardino and the attorney who volunteers
8 his efforts to help CCLM become incorporated in its beginning in 1994. On June 12,
9 2010, Mr. Edwards informed Plaintiff KIERAN-MEREDITH that he would volunteer his
10 time to serve as mediator if both sides would agree. Plaintiffs informed him that they were
11 in full agreement and provided him the contact information for Defendants ADLINGTON,
12 PETERSON, and FINCK. As of the drafting of this complaint, Plaintiffs have not been
13 informed that Defendants have responded to this offer of mediation.
14 73. Because repeated and consistent efforts over the course of the last four
15 months have produced little or no results, because irreparable harm will come to the
16 community served by both La Obra and CCLM if the eviction of La Obra takes place, and
17 because time is of the essence, Plaintiffs see no alternative other than to bring this lawsuit,
18 respectfully requesting this Court to issue a Temporary Restraining Order until
19 consideration of a Preliminary and/or Permanent Injunction can take place.
20

21 FIRST CAUSE OF ACTION


22 For a Temporary Restraining Order Against All Defendants
23 74. Plaintiffs reallege and incorporate by reference the preceding paragraphs.
24 75. Defendant’s wrongful conduct, unless and until enjoined and restrained by
25 order of this court, will cause great and irreparable harm to Plaintiffs and the worshipping

VERIFIED COMPLAINT – Page 20


1 congregation of La Obra in that without cause and without recourse, they will be forced to
2 leave the CCLM chapel, which is their church home.
3 76. Plaintiffs and the La Obra community have no adequate remedy at law for
4 the injuries currently being suffered, as it will be impossible for Plaintiffs and the La Obra
5 community to determine the precise amount of damages that they will suffer if
6 Defendant’s conduct, as specified in the paragraphs above, is not restrained, and pecuniary
7 compensation would not afford adequate relief for those damages that would be emotional
8 or spiritual in nature.
9 77. Plaintiffs will have no means to counter any deleterious ultra vires actions of
10 the Adlington Board, including but not limited to amending the corporate bylaws and using
11 such amendments to mislead the CCLM community, its potential members, and its
12 potential monetary donors.
13 78. Plaintiffs ask for damages in such further sums as may be sustained and as
14 are ascertained before final judgment in this action.
15

16 SECOND CAUSE OF ACTION


17 Declaratory Relief Against All Defendants
18 79. Plaintiffs reallege and incorporate by reference the preceding paragraphs.
19 80. There exists a real and justifiable controversy between Plaintiffs and
20 Defendants.
21 a. Plaintiffs contend that the corporation of Central City Lutheran
22 Mission (the “CCLM Corporation”) is a membership-based corporation in which
23 the members have the ultimate authority to control the corporation, including the
24 right and duty to recall any or all directors on the board of directors and to elect new
25 directors in their place. On information and belief some or all defendants claim the

VERIFIED COMPLAINT – Page 21


1 contrary, that there are not members of the corporation and that the board of
2 directors is a self-perpetuating authority unto itself.
3 b. Plaintiffs contend that the CCLM Corporation is bound by its own
4 bylaws legitimately adopted in 2003 and that these bylaws were re-ratified with one
5 minor amendment by the CCLM Membership in the Unanimous Declaration of
6 June 3, 2010. On information and belief some or all Defendants claim to the
7 contrary, that the 2003 bylaws have no effect and that the corporation is controlled
8 by an alleged set of bylaws dating from 2002 or before.
9 c. Plaintiffs contend that the CCLM Corporation is an entirely
10 independent entity without any subordination to or binding affiliation with any
11 other corporation or organization. On information and belief some or all
12 Defendants claim the contrary, that the CCLM Corporation is essentially a
13 subsidiary of the Evangelical Lutheran Church in America or one of its other
14 subsidiary organizations.
15 d. Plaintiffs contend that Defendants have no right to exercise dominion
16 or control over the property of CCLM, to occupy the premises of CCLM, to manage
17 the affairs of CLCM, or to engage in activities in CCLM’s name or on its behalf.
18 On information and belief some or all Defendants claim the contrary, that despite
19 their failure to heed the corporation’s own bylaws, despite questions regarding their
20 own elections, and despite the action of the CCLM Membership, they are entitled to
21 exercise dominion or control over and occupy CCLM premises, manage the affairs
22 of CCLM, and engage in activities on its behalf.
23 e. Plaintiffs contend that Plaintiff SHIRILAU is the lawful president and
24 chairman of the board of the corporation, that Plaintiff QUIÑONES is the lawful
25 vice president of the corporation, that Plaintiff KIERAN-MEREDITH is the lawful

VERIFIED COMPLAINT – Page 22


1 secretary of the corporation, that Plaintiff AVILA is the lawful treasurer of the
2 corporation, and that Plaintiff SHOWLER together with Plaintiffs SHIRILAU,
3 QUIÑONES, KIERAN-MEREDITH, and AVILA constitute the lawful board of
4 directors of the corporation. On information and belief some or all Defendants
5 claim the contrary, that Defendant ADLINGTON is the president and chairman of
6 the board, that Defendant FUTCH is the vice president, that Defendant OLINGER
7 is the secretary, and that they, together with various other Defendants make up the
8 board of directors of the corporation, despite their having been removed from office
9 by the CCLM Membership as of June 3, 2010.
10 f. Plaintiffs claim that the lawful governance of the CCLM Corporation
11 rests with the board of directors elected by the CCLM Membership on June 3, 2010.
12 On information and belief some or all Defendants claim the contrary, that the
13 defendants specifically removed from office by the Unanimous Declaration on June
14 3, 2010, remain in office.
15 g. Plaintiffs claim that a legitimate board of directors has not existed for
16 CCLM since January 18, 2010, since proper elections were not held then as
17 mandated by the CCLM Bylaws. On information and belief some or all Defendants
18 claim the contrary, that the board headed by David ADLINGTON was, is, and
19 continues to be legitimate.
20 h. Plaintiffs claim that the notice to vacate issued to La Obra to take
21 place on or before June 30, 2010, never had validity because it was not issued by a
22 legitimate authority. Furthermore, Plaintiffs contend that in the event the notice of
23 vacate ever did have legitimate authority, that it was reversed by action of the
24 CCLM Membership on June 3, 2010, and is no longer binding. On information and
25 belief some or all Defendants claim the contrary, that the notice to vacate issued to

VERIFIED COMPLAINT – Page 23


1 La Obra is valid and continues in full force and effect.
2 i. Plaintiffs contend that any amendments to the bylaws of the CCLM
3 Corporation made by the Adlington Board were illegal, ultra vires, because
4 authority to amend the bylaws is specifically reserved to the members, and
5 attempting to make such amendments is a breach of Defendants’ fiduciary duties to
6 the CCLM Corporation, and consequently is null and void. On information and
7 belief some or all Defendants claim to the contrary, that despite the express terms of
8 the bylaws, they as the board of directors had the authority to revise the bylaws and
9 that those revisions have or will become effective without action by the
10 membership.
11 81. Pursuant to Code of Civil Procedure Section 1060, a declaratory judgment is
12 both necessary and proper to set forth and determine the parties’ rights, as Plaintiffs will
13 continue to be harmed absent such determination.
14 82. Plaintiffs ask for damages in such further sums as may be sustained and as
15 are ascertained before final judgment in this action.
16

17 THIRD CAUSE OF ACTION


18 Injunctive Relief Against All Defendants
19 83. Plaintiffs reallege and incorporate the preceding paragraphs by reference.
20 84. Plaintiffs contend that any purported amendment of the bylaws of the CCLM
21 Corporation was ineffective, ultra vires, and void.
22 85. Defendants’ attempt to amend the bylaws to eliminate individual
23 memberships and the derived democratic control of the constituent communities of CCLM,
24 as well as Defendants’ attempt to subordinate CCLM to the ELCA or any of its subsidiary
25 organizations or agencies, constitute a breach of their fiduciary responsibility to the

VERIFIED COMPLAINT – Page 24


1 members of the corporation and the general CCLM population the members represent.
2 Unless enjoined, Plaintiffs fear that Defendants will continue to breach their fiduciary
3 duties, thereby inflicting grave and irreparable harm on Plaintiffs, the CCLM Membership,
4 and the communities served by CCLM.
5 86. Unless enjoined, Plaintiffs further fear that Defendants will continue the
6 activity of the corporation under invalid amendments to the CCLM Bylaws, transact
7 business and alter the legal relationships of the corporation, conduct the corporation’s
8 financial affairs, and exercise dominion and control over the property and assets of the
9 corporation – all in open defiance of the governing bylaws and in violation of their
10 fiduciary duties as trustees, officers, and directors.
11 87. Unless enjoined, Plaintiffs fear that Defendants will indeed evict the
12 worshipping community of La Obra de San Martín from the CCLM sanctuary effective
13 June 30, 2010, in open defiance of the Unanimous Declaration of the CCLM Membership.
14 Carrying out such eviction will cause grave and irreparable damage to the worshipping
15 community and parishioners of La Obra as well as the communities and persons benefiting
16 from the social ministries of CCLM, which are intertwined and interrelated. There is no
17 adequate remedy at law, financial or otherwise, to alleviate the damage this eviction will
18 cause to the members and the general population of the local neighborhoods.
19 88. Unless enjoined, Plaintiffs fear that Defendants may attempt to alter the
20 articles of incorporation of CCLM and/or entirely dissolve the corporation and/or its
21 subsidiary corporations.
22 89. Plaintiffs ask for damages in such further sums as may be sustained and as
23 are ascertained before final judgment in this action.
24

25

VERIFIED COMPLAINT – Page 25


1 FOURTH CAUSE OF ACTION
2 Breach of Fiduciary Duties Against All Defendants
3 90. Plaintiffs reallege and incorporate the preceding paragraphs by reference.
4 91. As trustees in physical control of the CCLM Corporation, Defendants have a
5 fiduciary duty to follow the bylaws of the corporation, to act in its best interests, to refrain
6 from injuring the corporation or depriving it of financial support, and to guard, preserve,
7 protect, and maintain the real and personal property held in trust for the benefit of the
8 CCLM Membership and the communities it was chartered to serve.
9 92. Plaintiffs contend that Defendants plotted and conspired to appropriate the
10 real and personal property of the corporation to put it under their personal control or to
11 subject it to the control of external organizations, including but not necessarily limited to
12 the ELCA and/or the PACIFICA SYNOD of the ELCA.
13 93. Defendants betrayed their fiduciary responsibility and duty to the corporation
14 when they returned checks totaling $2,000 (20 members @ $100/each) to persons who had
15 made legitimate contributions to the corporation by paying their membership dues as
16 required by the bylaws.
17 94. Through their actions, inactions, and failures at communication, Defendants
18 have promulgated a feeling of distrust among the staff, the donors, the members, the local
19 communities, the general public, and countless people associated with CCLM. Through
20 their inept management, they may have disrupted funding sources. Through their breach
21 of contracts, they may have put the corporation in legal jeopardy and financial risk. By all
22 of these actions, whether caused by malicious intent, general incompetence, or a
23 combination thereof, Defendants have further betrayed their fiduciary responsibility to
24 Plaintiffs, to the CCLM Membership, and to the general public.
25 95. Defendants further owe a fiduciary duty to the CCLM Membership to adhere

VERIFIED COMPLAINT – Page 26


1 to the rules of the corporation and to loyally carry out the duties of the elected positions
2 with which they claim to have been entrusted, including processing membership
3 applications in a timely manner.
4 96. By plotting, conspiring, and scheming against CCLM and its members while
5 professing allegiance to CCLM, Plaintiffs contend that Defendants have further breached
6 their fiduciary duties to the CCLM Membership and the communities it represents.
7 97. Defendants’ acts as heretofore noted were antagonistic to the interests of
8 CCLM, its members, and the communities they are called to serve, caused injury to the
9 corporation, its members, and the communities receiving services, and deprived them of
10 their lawful rights.
11 98. As a direct and proximate result of Defendants’ breaches of fiduciary duty,
12 Plaintiffs and the CCLM Membership and communities they represent have suffered
13 damages in an amount to be determined at trial.
14 99. Plaintiffs ask for damages in such further sums as may be sustained and as
15 are ascertained before final judgment in this action.
16

17 FIFTH CAUSE OF ACTION


18 Conversion Against All Defendants
19 100. Plaintiffs reallege and incorporate by reference the preceding paragraphs.
20 101. Plaintiffs are the rightful representatives of the CCLM Membership, and the
21 CCLM Membership is the rightful owner of all personal property that belongs to the
22 corporation including but not limited to corporate records, office supplies, office
23 equipment, teaching supplies, computers, software, kitchen equipment, cooking supplies,
24 food, and other articles pertaining to the ministries of the corporation.
25 102. Defendants intentionally and wrongfully have taken possession of and

VERIFIED COMPLAINT – Page 27


1 dominion over the aforementioned property for a significant period of time, prevented
2 Plaintiffs from using this property, and/or converted, exploited, sold, lost, damaged,
3 diluted, and/or destroyed it for their own purposes and benefits.
4 103. As of the date of this Verified Complaint, Plaintiffs anticipate that
5 Defendants will continue to interfere with Plaintiff’s right of ownership over this property
6 and the investments.
7 104. Plaintiffs have not and do not consent to such conduct.
8 105. Plaintiffs ask for damages in such further sums as may be sustained and as
9 are ascertained before final judgment in this action.
10

11 SIXTH CAUSE OF ACTION


12 Trespass Against All Defendants
13 106. Plaintiffs reallege and incorporate by reference the preceding paragraphs.
14 107. At all times relevant to this Verified Complaint, the CCLM Corporation was
15 and is the owner of certain real property situated at 1354 North “G” Street, 1328 North
16 “G” Street, and 1329 North “H” Street in the City of San Bernardino, as well as various
17 residential properties in San Bernardino and/or other localities in San Bernardino County.
18 108. Defendants, intentionally and without the consent or authority and against
19 the will of Plaintiffs and the CCLM Membership, entered and maintained their activities
20 on the CCLM Membership’s property while excluding Plaintiffs from using, possessing, or
21 enjoying said property. Defendants also have interfered with the CCLM Membership’s
22 use and possession of other CCLM property, without Plaintiffs’ consent. Notwithstanding
23 notice to allow Plaintiffs use of this property, Defendants refused to terminate their
24 activities, hindered access to Plaintiffs, and, Plaintiffs contend, plan to further hinder
25 access through the unlawful eviction of La Obra.

VERIFIED COMPLAINT – Page 28


1 109. Plaintiffs contend that Defendants willfully and intentionally interfered with
2 and plan to increase interference with Plaintiffs’ possession and/or use of the
3 aforementioned property.
4 110. As a proximate result of Defendant’s conduct, Plaintiffs have been and
5 continue to be deprived of the use and possession of their property, all to Plaintiffs’
6 damage in an amount to be determined at trial.
7 111. Plaintiffs ask for damages in such further sums as may be sustained and as
8 are ascertained before final judgment in this action.
9

10 SEVENTH CAUSE OF ACTION


11 Ejectment Against All Defendants
12 112. Plaintiffs reallege and incorporate by reference the preceding paragraphs.
13 113. Defendants maintain physical possession and control of real property
14 properly under the control of the CCLM Membership and are withholding possession and
15 use of this property from Plaintiffs, who have superior rights to the property.
16 114. By virtue of their sole legal authority to control the CCLM Corporation,
17 Plaintiffs are the trustees of the CCLM Membership, sole owners of the property, and thus
18 are entitled to its possession to the exclusion of Defendants.
19 115. As a direct and proximate cause of Defendants’ wrongful conduct, Plaintiffs
20 have been irreparably injured and will continue to suffer immediate and irreparable harm.
21 116. Plaintiffs have no adequate remedy at law for Defendants’ conduct.
22 117. Plaintiffs ask for damages in such further sums as may be sustained and as
23 are ascertained before final judgment in this action.
24

25

VERIFIED COMPLAINT – Page 29


1 PRAYER FOR RELIEF
2 WHEREFORE, Plaintiffs pray for judgment against Defendants, jointly and
3 severally, as follows:
4 1. For a temporary restraining order and/or preliminary and permanent
5 injunctions ordering Defendants to cease and desist from interfering with any use of the
6 corporation’s property by La Obra de San Martín, its clergy, lay leaders, and congregation
7 and to allow them full and complete access to such property without restriction or
8 constraint, and ordering Defendants to cease and desist from revising or attempting to
9 revise the bylaws and/or articles of incorporation of the CCLM Corporation.
10 2. For an order declaring and adjudging that:
11 a. The corporation of Central City Lutheran Mission is a membership-
12 based corporation in which the members have the ultimate authority to control the
13 corporation, including the right and duty to recall any or all directors on the board
14 of directors and to elect new directors in their place.
15 b. The CCLM Corporation is bound by its own bylaws legitimately
16 adopted in 2003 and ratified as amended by the CCLM Membership on June 3,
17 2010.
18 c. The CCLM Corporation is an entirely independent entity without any
19 subordination to or binding affiliation with any other corporation or organization.
20 d. Defendants have no right to exercise dominion or control over the
21 property of CCLM, to occupy the premises of CCLM, to manage the affairs of
22 CLCM, or to engage in activities in CCLM’s name or on its behalf.
23 e. Plaintiff MARK SHIRILAU is the lawful president and chairman of
24 the board of the CCLM Corporation, Plaintiff SOCORRO QUIÑONES is the lawful
25 vice president of the CCLM Corporation, Plaintiff NORI KIERAN-MEREDITH is

VERIFIED COMPLAINT – Page 30


1 the lawful secretary of the CCLM Corporation. Plaintiff ALEX AVILA is the
2 lawful treasurer of the CCLM Corporation, and Plaintiff CONSTANCE
3 SHOWLER together with Plaintiffs SHIRILAU, QUIÑONES, KIERAN-
4 MEREDITH, and AVILA constitute the lawful board of directors of the CCLM
5 Corporation.
6 f. The lawful governance of the CCLM Corporation rests with the board
7 of directors elected by the CCLM Membership on June 3, 2010.
8 g. A legitimate board of directors has not existed for CCLM from
9 January 18, 2010, through June 2, 2010.
10 h. The notice to vacate issued to La Obra de San Martín, to take place on
11 or before June 30, 2010, never had validity and is not binding.
12 i. Any amendments to the articles of incorporation, bylaws, or other
13 governing documents of the CCLM Corporation made by the Adlington Board are
14 ipso facto null and void.
15 3. For a preliminary and/or permanent injunction ordering Defendants to cease
16 and desist from interfering with Plaintiffs’ use, control, and enjoyment of real and personal
17 property of the corporation, ordering Defendants to surrender and deliver control of the
18 personal and real property of the corporation to Plaintiffs, ordering Defendants to turn over
19 to Plaintiffs the books, papers, and records of the corporation as well as all cash,
20 investments, securities, and related accounts, and ordering Defendants to cease and desist
21 from conducting or purporting to conduct any activity for or on behalf of the corporation.
22 4. For an award of damages against Defendants in an amount to be determined
23 at trial, including consequential damages.
24 5. For a constructive trust impressed upon Defendants from the time they
25 breached their fiduciary duties to Plaintiffs and the CCLM Corporation.

VERIFIED COMPLAINT – Page 31


Unanimous Declaration
of the Members of the Corporation of
Central City Lutheran Mission
in San Bernardino, California
The Feast of Corpus Christi, June 3, AD 2010

We, the following twenty people, all having fixed our signatures below, represent the entire legal
membership of the corporation of Central City Lutheran Mission, a California nonprofit corporation:

Margaret Anderson Carol E. Hartman Socorro Quiñones


Mario A. Arreola David J. Kalke Kenneth E. Shirey
Alex Avila Kimberly R. Katnik Mark S. Shirilau
Berthold O. Bergh Michael A. Katnik Constance L. Showler
Ida G. Bergh Nori Kieran-Meredith Tori St. Johns
Shirley L. Glass Debra S. Pittillo Margaret S. Swanson
Ricardo Gonzalez Myrtle L. Poppe

We make the following statements based on our personal knowledge or on information and belief,
and if on information and belief, we believe these statements to be true:

1. We are apparently the only legal members of the corporation. We have repeatedly asked the interim
executive director and the persons claiming to be chairman and secretary of the board for
information regarding other members and have consistently been told that there are none.

2. Given recent actions by those persons claiming control of Central City Lutheran Mission (CCLM),
immediate attention by the membership is required and finding a mutual meeting time is difficult.
Thus we have met in various groupings during the week of May 30, 2010, concurred with each other
via multiple communication methods, and unanimously take the following actions with our full
signatures below constituting the same authority as a meeting of the members with all of the
members present. By our signatures below we further consent to actions taken without prior notice.

3. Central City Lutheran Mission was incorporated in the state of California on September 22, 1994, as
a religious corporation under IRS section 501(c)(3) and was assigned corporation number 1751071.
The purpose of the corporation, as stated in the articles of incorporation, is “to establish a Christian
Mission Outreach Program in the underserved central city area of San Bernardino, California.” The
articles of incorporation do not establish, specify, or require any affiliation with any religious
institution or other corporation. Central City Lutheran Mission was incorporated as a legal entity
solely unto itself and under only its own authority. The purpose is described as “Christian,” and,
even though the word Lutheran appears in the corporate name, the corporation is not designated by
the articles as “Lutheran” in governance, purpose, affiliation, or any other sense.

4. The bylaws dated February 2003 are the latest and currently operative bylaws of the corporation.

5. During the time when Pastor David Kalke led CCLM, the board directors were elected by
acclamation and/or vote of the membership during the annual meeting of the membership held on
Martin Luther King Day, as specified by CCLM’s bylaws.
6. David Adlington served as chairman of the board of directors of CCLM and Bill Olinger served as
corporate secretary during 2009.

7. On December 14, 2009, Pastor David Kalke resigned as executive director of CCLM, effective
January 18, 2010, but offered to serve as a consultant during a transition phase. This offer was
denied by the board of directors. Failure to accept Pastor Kalke’s offer has done serious harm
financially and emotionally to CCLM.

8. In 2010 no membership meeting was held, in violation of CCLM’s bylaws. David Adlington and
Bill Olinger declared that they would continue to serve as chairman and secretary of the corporation.
No directors were elected to the board by the membership.

9. The board’s make-up continued to fall into disarray, with no clear determination of who was a
director. Several nominations for open board positions were made, including those of Pastor Nori
Kieran-Meredith, Archbishop Mark Shirilau, and CCLM President Emerita Connie Showler. These
nominations were ignored and/or declared out of order while others, inexplicably, were accepted.

10. Shortly after Pastor Kalke’s resignation, Dr. Mary Nelson was sent by the Evangelical Lutheran
Church in America (ELCA) to evaluate CCLM. Rather than conduct an evaluation, she presented
what appeared to be a strongly developed agenda without regard to other people’s expressed
thoughts or concerns, the corporation’s bylaws, or even state laws.

11. The Rev. Gordon Peterson, assistant to the Lutheran bishop of the Pacifica Synod, stated at a
meeting that he was a member of the board ex officio. This is contradictory to the bylaws, which do
not establish any ex officio directors.

12. Rather than call a meeting of the members to elect directors, the board accepted and even asked for
resignations of certain board members and then appointed apparent friends and allies as directors.

13. As 2010 progressed, it seemed increasingly apparent that outside forces, including the ELCA, were
attempting to take over the corporation and usurp power in the absence of David Kalke, its founder
and spiritual leader. In order to protect CCLM, loyal CCLM supporters, including long-time
associates, the corporation’s former president, and the spiritual leaders of the on-campus
worshipping community made efforts to assure that the legal membership structure of the
corporation was sound and could defend the organization.

14. On April 26, 2010, under the direction of Mary Nelson, the persons acting as the board of directors
approved in substance revisions to the bylaws. These revisions were based upon the template of the
February 2003 bylaws, which were presented as the bylaws then governing the corporation. The
revisions included eliminating Article IV, which establishes the members of the corporation. No
mention was made of any bylaw edition prior to the present bylaws approved in 2003.

15. On April 27, 2010, Archbishop Mark Shirilau wrote to David Adlington, informing him that Article
XI of the CCLM Bylaws dictates that only the members, not the board of directors, can amend the
bylaws, and furthermore that California Corporations Code Section 5342 legislates that the rights of
a group of people (such as members of a nonprofit corporation) can only be taken away by that same
group of people. In other words, it would be illegal for the board of directors to remove the voting
rights of its superior group, the members of the corporation.

16. On May 26, 2010, Mary Nelson again presented bylaws revisions to the persons acting as the board
of directors. She stressed the requirements of the ELCA and various ELCA agencies, presenting this
information as if these organizations had jurisdiction over CCLM, which they do not. She
furthermore referred to the 2002 bylaws which she claimed did not allow for members, maintaining
that these bylaws were the actual bylaws in force simply because she could not find a signed copy of
the 2003 bylaws. The board again approved in concept Mary Nelson’s presentations, despite the fact
that making these changes would violate not only the CCLM bylaws, but also California law.

17. La Obra de San Martín is the continuing Eucharistic community formed when the ELCA Pacifica
Synod dissolved the congregation of CCLM in 2004 in response to CCLM’s call of a lesbian as
associate pastor. When Pastor Kalke left California at the end of January 2010, pastoral
responsibility for La Obra de San Martín was delegated by Pastor Kalke and the La Obra Parish
Council to the Ecumenical Catholic Church. Pastor Nori Kieran-Meredith and Archbishop Mark
Shirilau alternate celebrating Mass for La Obra each Sunday morning.

18. From the inception of this relationship with La Obra, Archbishop Mark and Pastor Nori have tried
diligently and consistently to work side-by-side with CCLM, up to and including Archbishop Mark’s
letter read aloud at the April 26, 2010, meeting of the alleged board urging La Obra and CCLM,
ECC and ELCA, to work closely together. Time and time again their requests were ignored.

19. On May 28, 2010, David Adlington formally informed La Obra “to vacate the premises on or before
June 30, 2010.” It was signed “of [sic] behalf of the CCLM Board of Directors” although the issue
was not discussed at the May 26, 2010, meeting of David Adlington’s board of directors.

20. On July 1, 2009, CCLM entered into an 18-month contract with Socorro Quiñones to serve as
director of the Plaza Comunitaria. This contract established a monthly payment and job assignments
lasting through December 2010. In late April 2010 Socorro went on maternity leave. She was not
given maternity leave, her offer to work from home during leave was denied, and she was informed
that her pay and responsibilities would be cut in half when she returned to work. By doing so, the
persons breaching this contract may have put CCLM in legal jeopardy.

THEREFORE, we take the following actions, acting on behalf of the corporation of Central City
Lutheran Mission as its membership, its ultimate legal authority and decision-making body:

21. In accordance with Section 9222 of the California Corporations Code, all persons acting as directors,
whether legitimately elected or illegitimately appointed, are removed and the board of directors of
Central City Lutheran Mission is declared vacant effective immediately. The directors removed
include David J. Adlington, Alex Avila (who is re-elected below), Marlin K. Brandt, Gail L. Egenes,
Frederick J. Fruehan, John M. Futch, Stephanie Gasca, Marie M. Hinz, Lara L. Janssen, Bill Olinger,
Victor Pereda, Gordon Peterson, Rueben Rivera, and Jose Velez. Any other persons claiming to be
on the board are also hereby removed, and we reiterate that there are no ex officio directors.

22. The board of directors lost its legitimacy on January 18, 2010, when it failed to hold the elections
mandated by its bylaws. We deem all actions taken since that date by those persons claiming to be
the board of directors of CCLM to be void, and any liability arising from breach of contract or any
other action which they committed shall become the personal liability of the directors, officers, or
employees initiating and/or enforcing such actions, not the liability of the corporation itself.

23. The “Landlord’s Notice to Vacate” sent by David Adlington on May 28, 2010, to La Obra de San
Martin is null and void due to lack of legitimate authority and is hereby rescinded. Continuing the
practice during the past six years, CCLM grants full use of the sanctuary and adjacent spaces to La
Obra de San Martin, a ministry of the Ecumenical Catholic Church, to use for worship on Sundays,
holy days, and other special occasions. Such use shall be rent free and extend until January 1, 2012.
RESTATED & REVISED BYLAWS

of

CENTRAL CITY LUTHERAN MISSION

A California Religious Nonprofit Corporation

ARTICLE I
Name

The name of this organization is Central City Lutheran Mission. This organization will be further
referred to in these Bylaws as “CCLM”.

ARTICLE II
Offices

SECTION 1. PRINCIPAL OFFICE


The address of the Mission’s principal office is 1354 North “G” Street, San Bernardino, California. The
Board of Directors is granted authority to change the location of the principal office. Any change shall be
noted on the Bylaws opposite this Section 1, or this Section may be amended to state the new location.

ARTICLE III
Purpose

SECTION 1. STATEMENT OF PURPOSE

The primary purpose of CCLM shall be to create a community of partners assisting people on the margins
of society, empowering people with health, hope, dignity, and life changing opportunities. Through
experiential learning, relationship building, and a safe nurturing environment, CCLM seeks to empower
the neighborhoods in which it works, develop leaders, promote community literacy, transform economic
conditions, and improve health and safety. To facilitate this purpose, the Mission provides a variety of
community services including health education and care, personal and family encouragement, food and
housing to a community in need. A particular emphasis of CCLM in pursuit of its goals will be the
provision of low cost housing services to targeted population groups within the Mission’s area of service.

SECTION 2. PERPETUATION OF PURPOSE

CCLM shall pursue all reasonable opportunities to continue and expand its services to the community it
serves. The staff of the Mission shall, at the direction of the Board of Directors and under the supervision
of the Executive Director, identify and prepare applications for funding in response to all relevant
requests for proposals in the mission’s areas of service including the maintenance and development of
housing programs.

Approved by Board of Directors: February 17, 2003


1
SECTION 3. DECLARATION OF INTENT TO BE AFFILIATED/RECOGNIZED.

It is the intent of Central City Lutheran Mission to be affiliated with the Evangelical Lutheran Church in
America and/or recognized by the Lutheran Church-Missouri Synod

ARTICLE IV
Membership

SECTION 1: DETERMINATION AND RIGHTS OF MEMBERS


CCLM shall have two classes of membership identified as INSTITUTIONAL MEMBERSHIPS AND
PERSONAL MEMBERSHIPS. No member shall hold more than one membership in the corporation.
Except as expressly provided in or or authorized by the Articles of Incorporation or Bylaws of this
corporation, all memberships shall have the same rights, privileges, restrictions, and conditions.

SECTION 2: QUALIFICATIONS OF MEMBERS:


The qualifications for membership in this corporation are as follows:

a. Institutional Members: Institutions, organizations, corporations, congregations, or other groups


affiliated with the Evangelical Lutheran Church in America or the Lutheran Church, Missouri
Synod, are eligible to become institutional members of the corporation.
b. Personal Members: Individuals who share the vision, mission, and community improvement
philosophy of CCLM and who are willing to support the mission in its efforts to bring about
community change are eligible to become personal members of the corporation.

SECTION 3: ADMISSION OF MEMBERS:


Applicants shall be admitted to membership in accordance with the following:

a. Institutional Members: Institutions, organizations, corporations, congregations, or other groups


affiliated with the Evangelical Lutheran Church in America or the Lutheran Church, Missouri
Synod shall be admitted to membership upon completion of application for membership and
payment of the first year’s annual membership dues as prescribed in SECTION 4 below.
b. Personal Members: Individuals seeking membership shall be admitted to membership upon
completion of a membership application and payment of the first year’s annual membership
dues as prescribed in SECTION 4 below.

SECTION 4: FEES, DUES, AND ASSESSMENTS:


Membership dues and fees shall be assessed in accordance with the following schedule:
a. Institutional Members shall pay annual dues for membership in the corporation in the amount
of $250.00 per institution.
b. Personal Members shall pay annual dues for membership in the corporation in the amount of
$100.00 per person.

SECTION 5: NUMBER OF MEMBERS:


There is no limit on the number of members of any class the corporation may admit.

SECTION 6: MEMBERSHIP BOOK:

Approved by Board of Directors: February 17, 2003


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The corporation shall keep a membership book containing the name and address of each member.
Termination of the membership of any member shall be recorded in the book, together with the date of
termination of such membership. Such book shall be kept at the corporation’s principal office and shall
be available for inspection by any director or member of the corporation during regular business hours.
The record of names and addresses of the members of this corporation shall constitute the membership list
of this corporation and shall not be used, in whole or in part, by any person for any purpose not
reasonably related to a member’s interest as a member.

SECTION 7: NONLIBILITY OF MEMBERS:


A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of
the corporation.

SECTION 8: NONTRANSFERABILITY OF MEMBERSHIPS:


No member may transfer a membership or any right arising therefrom. All rights of membership cease
upon the member’s death.

SECTION 9: TERMINATION OF MEMBERSHIP:

a. Grounds for termination: The membership of a member shall terminate upon the occurrence of
any of the following events:
1. Upon his or her notice of such termination delivered the President or Secretary of the
corporation personally or by mail, such membership to terminate upon the date of delivery of
the notice or date of deposit in the mail.
2. Upon a determination by the Board of Directors that the member has engaged in coudect
materially and seriously prejudicial to the interests or purposes of the corporation.
3. Upon failure to renew his or membership by paying dues on or before their due date, such
termination to be effective thirty (30) days after a written notification of delinquency is given
personally or mailed to such member by the Secretary of the corporation. A member may
avoid such termination by paying the amount of delinquent dues within a thirty (30)- day
period following the member’s receipt of the written notification of delinquency.
b. Procedure for Expulsion: Following the determination that a member should bexpelled under
subparagraph (a)(2) of this section, the following procedure shall be implemented:
1. A notice shall be sent by first-class or registered mail to the last address of the member as
shown on the corporation’s records, setting forth the expulsion and the reasons therefore.
Such notice shall hbe sent at least fifteen (15) days before the proposed effective date of the
expulsion.
2. The member being expelled shall be given an opportunity to be heard, either orally or in
writing, at a hearing to be held not less that five (5) days before the effective date of the
proposed expulsion. The hearing will be held by the Board of Directors in accordance with
the quorum and voting rules set forth in these Bylaws applicable to the meetings of the
Board. The notice to the member of his or her proposed expulsion shall state the date, time,
and place of the hearing on his or her proposed expulsion.
3. Following the hearing, the Board of Directors shall decide whether or not the member should
in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board
shall be final.
4. Any person expelled from the corporation shall receive a refund of dues already paid. The
refund shall be prorated to return only the unaccrued balance remaining for the period of the
dues payment.

Approved by Board of Directors: February 17, 2003


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SECTION 10: RIGHTS ON TERMINATION OF MEMBERSHIP:
All rights of a member in the corporation shall cease on termination of membership as herein provided.

SECTION 11: MEETINGS OF MEMBERS


a. Place of Meetings: Meetings shall be held at the principal office of the corporation unless
otherwise provided by the Board or at such place within or without the State of California which
has been designated from time to time by resolution of the Board of Directors.
b. Annual and other regular meetings: The members shall meet annually on the Third Monday in
January for the purpose of electing directors and transacting other business as may come before
the meeting. Cumulative voting for the election of directors shall not be permitted. The
candidates receiving the highest number of votes up to the number of directors to be elected shall
be elected. Each member shall cast one vote, with voting being by ballot only.
c. Special Meetings: Special meetings of the members may be called by the Board of Directors, the
Chairperson of the Board, or the President of the corporation. In addition, special meetings of the
members for any lawful purpose may be called by five percent (5%) or more of the members.
Such meetings shall be held at the place, within or without the State of California, designated by
the person or persons calling the meeting, and in the absence of such designation, at the principal
office of the corporation.

SECTION 12. NOTICE OF MEETINGS


(1) Manner of Giving. Notice of the time and place of special meetings shall be given to each
Member by one of the following methods: (a) by personal delivery of written notice; (b) by first
class mail, postage prepaid; (c) by telephone communication, either directly to the Member or to
a person at the Member’s office or home who the person giving the notice has reason to believe
will promptly communicate the notice to the Member, or (d) by telecopier to the Member’s home
or office.
(2) Time Requirements. Notices sent by first class mail shall be deposited in the United States mail
at least four (4) days before the time set for the meeting. Notices given by personal delivery,
electronic mail, telephone, telecopier or telegraph shall be delivered, telephoned, faxed or
otherwise transmitted to the Member or given to the telegraph company at least twenty-four (24)
hours before the time set for the meeting.
(3) Notice Contents. The notice shall state the time and place for the meeting. However, the notice
does not need to specify the place of the meeting if the special meeting is to be held at CCLM’s
principal office. The notice does not need to specify the purpose of the meeting.
(4) Notice of Meetings Called by Members. If a special meeting is called by members as authorized
under these Bylaws, the request shall be submitted in writing, specifying the general nature of the
business to be transacted and shall be delivered personally or sent by registered mail or by
telegraph to the Chairperson of the Board, President, Vice President or Secretary of the
Corporation. The officer receiving the request shall promptly cause notice to be given to the
members entitled to vote that a meeting will be held, stating the date of the meeting. The date for
such a meeting shall be fixed by the Board and shall not be less than thirty-five (35) nor more
than ninety (90) days after the receipt of the request for the meeting by the officer. If the notice
is not given within twenty (20) days after the receipt of the request, persons calling the meeting
may give the notice themselves.
(5) Contents of Notice of meetings not herein dispensed with shall specify the place, day and hour of
the meeting. The purpose of any meeting need not be specified in the notice.

Approved by Board of Directors: February 17, 2003


4
(6) Waiver Of Notice And Consent To Holding Of MeetingsThe transactions of any meeting of the
Members, however called and noticed or wherever held, shall be as valid as though taken at a
meeting duly held after regular call and notice, if a quorum is present, and either before or after
the meeting, each of the Members not present signs a written waiver of notice, a consent to
holding the meeting, or approves the minutes. The waiver of notice or consent need not specify
the purpose of the meeting. All waivers, consents and approvals shall be filed with the corporate
records or made a part of the minutes of the meeting. Notice of a meeting need not be given to
any Member who attends the meeting without protesting before or at it’s commencement about
the lack of notice.
(7) Special Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with
respect to the following proposals, such action shall be invalid unless unanimously approved by
those entitled to vote or unless the general nature of the proposal is stated in the notice of the
meeting or in any written waiver of notice.
a. Adoption, amendment, or repeal of the Bylaws pursuant to Section 9150(b) of the
California Corporations Code;
b. Removal of Directors pursuant to Section 9222 of the California Corporations Code;
c. Amendment of the Articles of Incorporation pursuant to Sections 9620 and 5812 of the
California Corporations Code;
d. Disposal of all, or substantially all, corporate assets pursuant to Section 9631(a) of the
California Corporations Code;
e. Approval of the principal terms of a merger pursuant to Section 9640(c) of the California
Corporations Code;
f. Amendments to an agreement of the merger pursuant to Section 6015(a) and 9640 of the
California Corporations Code; and
g. An election to voluntarily wind up and dissolve the corporation pursuant to Section 9680(b) of the
California Corporations Code.

SECTION 13: QUORUM FOR MEETINGS:


(1) A quorum shall consist of a majority of the voting members present at any duly called meeting of the
corporation provided that a quorum shall require at a minimum the number of members present be equal to
or greater than the number required to constitute a quorum at any meeting of the Board of Directors of the
corporation.
(2) The members present at a duly called and held meeting at which a quorum is initially present may continue
to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from
the meeting.

SECTION 14: MAJORITY ACTION AS MEMBERSHIP ACTION.


Every act or decision done or made by a majority of the voting members present at a duly held meeting at which a
quorum is present is the act of the members, unless the law, the Articles of Incorporation of this corporation, or these
Bylaws require a greater number.

SECTION 15: VOTING RIGHTS.


Each member, whether institutional or personal members, is entitled to one (1) vote on each matter submitted to a
vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be
by ballot.

SECTION 16: PROXY VOTING.


Members entitled to vote shall not be permitted to vote or act by proxy.

SECTION 17: CONDUCT OF MEETINGS.


Approved by Board of Directors: February 17, 2003
5
Meetings of members shall be presided over by the Chairperson of the Board, or, if there is no Chairperson, by the
President of the corporation or, in hisr or her absence, by the Vice President of the corporation or, in the absence of
all of these persons, by a Chairperson chosen by a majority of the voting members present. The Secretary of the
corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding
officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by Roberts Rules of Order as such rules may be revised from time to time, insofar as
such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this
corporation, or with any provision of law.

SECTION 18: ACTION BY WRITTEN BALLOT WITHOUT A MEETING.


Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the
corporation distributes a written ballot to each member entitled to vote of the matter. The ballot shall set forth the
proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the
person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith,
and provide a reasonable time within which to return the ballot to the corporation. Ballots shall be mailed or
delivered in the manner required for giving notice of meetings specified in Section 12(1) of this article.

A written ballot may not be revoked after its receipt by the corporation or its deposit in the mail, whichever occurs
first.

SECTION 19: ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING.


Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the members may be
taken without a meeting, if all the members shall individually or collectively consent in writing to the action. The
written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written
consent shall have the same force and effect as the unanimous vote of the members.

ARTICLE V
Directors

SECTION 1. NUMBER
The corporation shall have a minimum of seven (7) directors and a maximum of fifteen (15) directors
seated at all times and collectively they shall be known as the Board of Directors. The number may be
changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaws, as
provided in these Bylaws. At least 51% of its Board of Directors will be members of congregations of the
Evangelical Lutheran Church in America or the Lutheran Church-Missouri Synod.

SECTION 2. POWERS
Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations
in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or
approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be
conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

SECTION 3. DUTIES
It shall be the duty of the directors, or those whom the directors shall appoint to:
a. Perform any and all duties imposed on them collectively or individually by law, by the Articles of
incorporation of this corporation, or by these Bylaws;
b. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws,
prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the
corporation;

Approved by Board of Directors: February 17, 2003


6
c. Supervise all officers, agents, and employees of the corporation to assure that their duties are
performed properly;
d. Meet at such times and places as required by these Bylaws;
e. Register their addresses with the Secretary of the corporation and notices of meetings mailed or
telegraphed to them at such addresses shall be valid notices thereof.

SECTION 4. ELECTION AND TERM OF OFFICE


Each director shall hold office for a period of three years and until a successor has been elected and
qualified. The terms of the directors shall be staggered so that at least three, but no more than five
directors shall be presented for election each year. Board members shall be elected by a majority of
members of the corporation voting at an annual meeting of the corporation as specified in these Bylaws.

SECTION 5. COMPENSATION
Directors shall serve without compensation except that they shall be allowed reasonable advancement or
reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of
this Article. Directors may not be compensated for rendering services to the corporation in any capacity
other than director unless such other compensation is reasonable and is allowable under the provisions of
Section 6 of this Article.

SECTION 6. RESTRICTIONS REGARDING INTERESTED DIRECTORS.


Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the
persons serving on any board may be interested persons. For purposes of this Section, “interested
persons” means either:
(1) Any person currently being compensated by the corporation for services rendered it within the
previous twelve (12) months, whether as a full- or part-time officer or other employee,
independent contractor, or otherwise, excluding any reasonable compensation paid to a director
as director; or
(2) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law,
daughter-in-law, mother-in-law, or father-in-law of any such person.

SECTION 7. PLACE OF MEETINGS


Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or
at such place within or without the State of California which has been designated from time to time by
resolution of the Board of Directors. In the absence of such designation, any meeting not held at the
principal office of the corporation shall be valid only if held on the written consent of all directors given
either before or after the meeting and filed with the Secretary of the corporation or after all board
members have been given written notice of the meeting as hereinafter provided for special meetings of the
board. Any meeting, regular or special may be held by conference telephone or similar communications
equipment, so long as all directors participating in such a meeting can hear one another.

SECTION 8. REGULAR AND ANNUAL MEETINGS


Regular meetings of the Board of Directors shall be held once each quarter on the Third Monday of the
months of July, October, January, and April at 7:00 P.M. unless such day falls on a legal holiday, in
which event the regular meeting shall be held at the same hour and place on the next Monday. Regular
and annual meetings of the Board of Directors shall be open to members of the corporation, residents
and/or their elected representatives to bring forward issues of concern to them except that the board may
conduct closed sessions in order to consider matters of corporate financial concern or personnel matters.

Approved by Board of Directors: February 17, 2003


7
The annual meeting of the Board of Directors shall be held each year in January of each year in
conjunction with the annual meeting of the corporation. At this annual meeting, officers shall be elected
by the Board of Directors. Cumulative voting by directors for the election of directors shall not be
permitted. The candidates receiving the highest number of votes shall be elected. Each director shall cast
one vote, with voting being by ballot only.

SECTION 9. SPECIAL MEETINGS


Special meetings of the Board of Directors may be called by the Chairperson of the board, the President,
the Treasurer, the Secretary, or by any two directors, and such meetings shall be held at the place, within
or without the State of California, designated by the person or persons calling the meeting, and in the
absence of such designation, at the principal office of the corporation.

SECTION 10. NOTICE OF MEETINGS


(8) Manner of Giving. Notice of the time and place of special meetings shall be given to each
Director by one of the following methods: (a) by personal delivery of written notice; (b) by first
class mail, postage prepaid; (c) by telephone communication, either directly to the Director or to
a person at the Director’s office or home who the person giving the notice has reason to believe
will promptly communicate the notice to the Director, or (d) by telecopier to the Director’s home
or office.
(9) Time Requirements. Notices sent by first class mail shall be deposited in the United States mail
at least four (4) days before the time set for the meeting. Notices given by personal delivery,
electronic mail, telephone, telecopier or telegraph shall be delivered, telephoned, faxed or
otherwise transmitted to the Director or given to the telegraph company at least twenty-four (24)
hours before the time set for the meeting.
(10) Notice Contents. The notice shall state the time and place for the meeting. However, the notice
does not need to specify the place of the meeting if the special meeting is to be held at CCLM’s
principal office. The notice does not need to specify the purpose of the meeting.

SECTION 11. CONTENTS OF NOTICE


Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The
purpose of any board meeting need not be specified in the notice.

SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING OF MEETINGS


The transactions of any meeting of the Directors, however called and noticed or wherever held, shall be as
valid as though taken at a meeting duly held after regular call and notice, if a quorum is present, and
either before or after the meeting, each of the Directors not present signs a written waiver of notice, a
consent to holding the meeting, or approves the minutes. The waiver of notice or consent need not
specify the purpose of the meeting. All waivers, consents and approvals shall be filed with the corporate
records or made a part of the minutes of the meeting. Notice of a meeting need not be given to any
Director who attends the meeting without protesting before or at it’s commencement about the lack of
notice.

SECTION 13. QUORUM FOR MEETINGS


A quorum shall consist of 50% plus one (1) of the currently seated Directors. In no case shall a quorum
consist of fewer than 4 directors or more than 8 directors.

Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by
law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter

Approved by Board of Directors: February 17, 2003


8
defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to
adjourn. However, a majority of the directors present at such meeting may adjourn from time to time
until the time fixed for the next regular meeting of the board.

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time
and place of the adjourned meeting or of the business to be transacted at such meeting other than by
announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this
Article.

The directors present at a duly called and held meeting at which a quorum is initially present may
continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of
directors from the meeting, provided that any action thereafter taken must be approved by at least a
majority of the required quorum for such meeting or such greater percentage as may be required by law,
or the Articles of Incorporation or Bylaws of this corporation.

SECTION 14. MAJORITY ACTION AS BOARD ACTION


Every act or decision done or made by a majority of the directors present at a meeting duly held at which
a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of
this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly
those provisions relating to appointment of committees (Section 5212), approval of contracts or
transactions in which a director has a material financial interest (Section 5233) and indemnification of
directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by
the board.

SECTION 15. CONDUCT OF MEETINGS


Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such
person has been designated or, in his or her absence, the President of the Corporation or, in his or her
absence, by the Vice President of the corporation or, in the absence of each of these persons, by a
Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the
corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the
presiding officer shall appoint another person to act as Secretary of the meeting.

SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING


Any action required or permitted to be taken by the Board of Directors under any provision of law may be
taken without a meeting, if all of the Directors, individually, or collectively, consent in writing to the
action. For purposes of this Section only, “all Directors” shall not include any “interested director” as
defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written
consent or consents shall be filed with the minutes of the proceedings of the board. Such action by
written consent shall have the same force and effect as the unanimous vote of the Directors. Any
certificate or other document filed under any provision of law which relates to action so taken shall state
that the action was taken by unanimous written consent of the Board of Directors without a meeting and
that the Bylaws of this corporation authorize the directors to so act, and such statement shall be prima
facie evidence of such authority.

SECTION 17. VACANCIES

Approved by Board of Directors: February 17, 2003


9
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director,
(2) whenever the total number of seated directors is less than the total number of authorized directors and
(3) whenever the number of authorized directors is increased.

The Board of Directors may declare vacant the office of a director who has been declared of unsound
mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any
court to have breached any duty under Section 5230 and following of the California Nonprofit Public
Benefit Corporation Law.

Directors may be removed without cause by a majority of the directors then in office.

Any director may resign effective upon giving written notice to the Chairperson of the Board, the
President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the
effectiveness of such resignation. No director may resign if the corporation would then be left without a
duly elected director or directors in charge of its affairs, except upon written notice to the Attorney
General.

Vacancies on the board may be filled by approval of the board or, if the number of directors then in office
is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the
affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or
waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining director.

A person elected to fill a vacancy as provided by this Section shall hold office until the term of the
Director replaced is complete or until his or her death, resignation or removal from office.

SECTION 18. NON-LIABILITY OF DIRECTORS AND DECLARATION OF FISCAL


RESPONSIBILITY
The directors shall not be personally liable for the debts, liabilities, or other obligations of the
corporation. Affiliation status with the Evangelical Lutheran Church in America and/or recognized status
by the Lutheran Church-Missouri Synod shall not cause the ELCA in its churchwide, synodical, or
congregational expressions or/nor the LC-MS or its districts or congregations to incure or be subject to
the liabilities or debts of the corporation or its subsidiaries and/or affiliates (including any loan or bond
prospectus).

SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS,


EMPLOYEES AND OTHER AGENTS.
A. DEFINITIONS. For the purpose of this section, Agent means any person who is or was a
director, officer, trustee, employee or other agent of CCLM, or is or was serving at the request of
CCLM as a director, officer, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, or was a director, officer,
employee or agent of a foreign or domestic corporation that was a predecessor corporation of
CCLM or of another enterprise at the request of such predecessor corporation; A Proceeding
means any threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative; and Expenses include, without limitation, all attorneys’ fees and
any other expenses incurred in the defense of any claims or proceedings against an agent by
reason of his position or relationship as agent and all attorneys’ fees, costs, and other expenses
incurred in establishing a right to indemnification under this Article.

Approved by Board of Directors: February 17, 2003


10
B. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of CCLM has been
successful on the merits in the defense of any proceeding referred to in this Article, or in the
defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses
actually and reasonably incurred by the agent in connection with the claim. If an agent either
settles any such claim or sustains a judgment rendered against him, then the provisions of
Sections 19.C. through 19.E. of this Article shall determine whether the agent is entitled to
indemnification.

C. ACTIONS BROUGHT BY PERSONS OTHER THAN CCLM. Subject to the required findings
to be made pursuant to Section 19.E., below, CCLM shall indemnify any person who was or is a
party, or is threatened to be made a party, to any proceeding other than action brought by, or in
the right of, CCLM, to procure judgment on it’s favor, an action brought under Section 5238 of
the California Nonprofit Public Benefit Corporation Law, or an action by the Attorney General
pursuant to Section 5238, by reason of the fact that such person is or was an agent of CCLM, for
all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in
connection with the proceeding.

D. ACTION BROUGHT BY OR ON BEHALF OF CCLM


1. CLAIMS SETTLED OUT OF COURT. If any agent settles or otherwise disposes of a
threatened or pending action brought by or on behalf of CCLM, without court approval
or approval of the Attorney General, the agent shall receive no indemnification for either
amounts paid pursuant to the terms of the settlement or other disposition or for any
expenses incurred in defending against the proceeding.

2. THREATENED PENDING OR COMPLETED ACTIONS AGAINST AGENT. CCLM


shall indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action brought by or in the right of CCLM, or
brought under Section 5238 of the California Nonprofit Public Benefit Corporation Law,
or brought by the Attorney General pursuant to Section 5238, to procure a judgment in its
favor, by reason of the fact that the person is or was an agent of CCLM, for all expenses
actually and reasonably incurred in connection with the defense or settlement of that
action, provided that both the following are met:

3. The determination of good faith conduct required by Section 19.E., below, must be made
in the manner provided for in that section; and
i. Where the agent has actually been adjudged liable to CCLM in the performance
of such person’s duty to CCLM, unless and only to the extent that the court in
which such proceeding is or was pending, shall, upon application, determine that,
in view of all of the circumstances of the case, the agent is fairly and reasonably
entitled to indemnity for the expenses incurred. If the agent is found to be so
entitled, the court shall determine the appropriate amount of expenses to be
reimbursed.

E. DETERMINATION OF AGENT’S GOOD FAITH CONDUCT: The indemnification granted


to an agent in Sections 19.C. and 19.D. of the Article is conditioned on the following:
1. REQUIRED STANDARD OF CONDUCT. The agent seeking reimbursement must be
found, in the manner provided below, that he acted in good faith, in a manner he believed
to be in the best interest of CCLM, and with such care, including reasonable inquiry, as

Approved by Board of Directors: February 17, 2003


11
an ordinarily prudent person in a like position would use in similar circumstances. The
termination of any proceeding by judgment, order, settlement, conviction, or on a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption that the person
did not act in good faith or in a manner which he reasonably believed to be in the best
interest of CCLM or that he had reasonable cause to believe that his conduct was
unlawful. In the case of a criminal proceeding, the person must have had no reasonable
cause to believe that his conduct was unlawful.

2. MANNER OF DETERMINATION OF GOOD FAITH CONDUCT. The determination


that the agent did act in a manner complying with this Section shall be made by:
i. The Directors by a majority vote of a quorum consisting of Directors who are not
parties to the proceeding; or
ii. The court in which the proceeding is or was pending. Such determination may
be made on application brought by CCLM or the agent or the attorney or other
person rendering a defense to the agent, whether or not the application by the
agent, attorney or other person is opposed by CCLM.

F. LIMITATIONS. No indemnification or advance shall be made under this Article, except as


provided in Sections 19.B. or 19.E., in any circumstances when it appears:
1. That the indemnification or advance would be inconsistent with a provision of the
Articles of Incorporation or the Bylaws of this corporation or an agreement in effect at
the time of the accrual of the alleged cause of action asserted in the proceeding in which
the expenses were incurred or other amounts were paid, which prohibits or otherwise
limits indemnification; or

2. That the indemnification would be inconsistent with any condition expressly imposed by
a court in approving a settlement.

G. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced


by CCLM before the final disposition of the proceeding on receipt of an undertaking by or on
behalf of the agent to repay the amount of the advance unless it is determined ultimately that the
agent is entitled to be indemnified as authorized in this Article.

H. INSURANCE. The Directors may adopt a resolution authorizing the purchase and maintenance
of insurance on behalf of any agent of CCLM against any liability asserted against or incurred by
the agent in such capacity or arising out of the agent’s status as such, whether or not CCLM
would have the power to indemnify the agent under Corporations Code Section 5238; provided,
however, that CCLM shall have no power to purchase and maintain such insurance to indemnify
any agent of CCLM for violation of provisions of law relating to self-dealing (Section 5233 of the
California Nonprofit Public Benefit Corporation Law).

ARTICLE VI
Officers

SECTION 1: OFFICERS

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12
The officers of CCLM shall be a Chairman of the Board of Directors, an Executive Director, a Secretary,
and a Chief Financial Officer who shall be designated Treasurer. The corporation may also have, as
determined by the Board of Directors, one or more Vice Chairs, Assistant Secretaries, Assistant
Treasurers, or other officers. Any number of offices may be held by the same person except that the
President, Secretary and Treasurer may not serve as the Chairperson of the Board.

SECTION 2: QUALIFICATION, ELECTION, AND TERM OF OFFICE


Any person may serve as officer of this corporation. Officers shall be elected by the Board of Directors at
the annual meeting of the Board of Directors and, at any time in order to fill a vacancy, and each officer
shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or
her successor shall be elected and qualified, whichever occurs first.

SECTION 3: SUBORDINATE OFFICERS


The Board of Directors may appoint such other officers or agents as it may deem desirable, and such
officers shall serve such terms, have such authority, and perform such duties as may be prescribed from
time to time by the Board of Directors.

SECTION 4: REMOVAL AND RESIGNATION OF OFFICERS


Any officer may be removed, either without or without cause, by the Board of Directors, at any time.
Any officer may resign at any time by giving written notice to the Board of Directors or to the Executive
Director or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of
such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective. The above provisions of this sections shall be
superseded by any conflicting terms of a contract which has been approved or ratified by the Board of
Directors relating to the employment of any officer of the corporation.

SECTION 5: VACANCIES IN OFFICES


A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall
be filled by the Board of Directors. In the event of a vacancy in any office other than that of Chairperson
of the Board or Executive Director, such vacancy may be filled temporarily by appointment by the
Chairperson of the Board until such time as the Board shall fill the vacancy. Vacancies occurring in
offices of officers appointed at the discretion of the Board may or may not be filled as the board shall
determine.

SECTION 6: DUTIES OF CHAIRPERSON OF THE BOARD


The Chairperson of the Board shall preside at all meetings of the Board of Directors. Except as otherwise
provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in conjunction with
the Executive Director, in the name of the corporation execute such deeds, mortgages, bonds, contracts,
checks, or other instruments which may from time to time be authorized by the Board of Directors.

SECTION 7: DUTIES OF EXECUTIVE DIRECTOR


The Executive Director shall be the Chief Executive Officer of the Corporation and shall, subject to the
control of the Board of Directors, supervise and control the affairs of the corporation and the activities of
its officers. He or she shall perform all the duties incident to his or her office and such other duties as may
be required by law, by the Articles of Incorporation of this corporation, or by the Bylaws, or which may
be prescribed from time to time by the Board of Directors. Except as otherwise provided by law, by the
Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation execute such
deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be

Approved by Board of Directors: February 17, 2003


13
authorized by the Board of Directors. He or she shall, in the name of the corporation and as a part of the
regular course of business, prepare and submit responses to requests for proposals or otherwise respond to
funding opportunities in order to facilitate the purpose of the organization. Such actions shall not require
prior approval by the Board of Directors except in cases where such submission would obligate the
Mission to commit $50,000 or more in “matching” funds.

SECTION 8: DUTIES OF VICE CHAIR


In the absence of the Chairperson, or in the event of his or her inability or refusal to act, the Vice Chair
shall perform all the duties of the Chairperson, and when so acting shall have all the powers of, and be
subject to all the restrictions on, the Chairperson. The Vice Chair shall have other powers and perform
such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as
may be prescribed by the Board of Directors.

SECTION 9: DUTIES OF SECRETARY


The Secretary shall:

Certify and keep at the principal office of the corporation the original, or a copy of these Bylaws as
amended or otherwise altered to date.

Keep at the principal office of the corporation or at such other place as the board may determine, a book
of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and
members, recording therein the time and place of holding, whether regular or special, how called, how
notice thereof was given, the names of those present or represented at the meeting, and the proceedings
thereof.

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by
law.

Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly
executed documents, the execution of which on behalf of the corporation under its seal is authorized by
law or these Bylaws.

Keep at the principal office of the corporation a membership book containing the name and address of
each and any members, and, in the case where any membership has been terminated, he or she shall
record such fact in the membership book together with the date on which such membership ceased.

Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on
request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the dirctors of
the corporation.

In general, perform all duties incident to the office of Secretary and such other duties as may be required
by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be asigned
to him or her from time to time by the Board of Directors.

SECTION 10: DUTIES OF TREASURER


Subject to the provisions of these Bylaws relating to the “Execution of Instruments, Deposits and Funds,”
the Treasurer shall:

Approved by Board of Directors: February 17, 2003


14
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and
deposit or cause to be deposited all such funds in the name of the corporation in such banks, trust
companies, or other depositories as shall be selected by the Board of Directors.

Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of
Directors, taking proper vouchers for such disbursements.

Keep and maintain adequate and correct accounts of the corporation’s properties and business
transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

Exhibit at all reasonable times the books or account and financial records to any director of the
corporation, or t his or her agent or attorney, on request therefore.

Render to the President and directors, whenever requested, an account of any or all of his or her
transactions as Treasurer and of the financial condition of the corporation.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be
included in any required reports.

In general, perform all duties incident to the office of Treasurer and such other duties as may be required
by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be
assigned to him or her from time to time by the Board of Directors.

SECTION 11: COMPENSATION


The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of
Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she
is also a director of the corporation, provided, however, that such compensation paid a director for serving
as an officer of this corporation shall only be allowed if permitted under the provisions of Article V
Section 6 of these Bylaws. In all cases, any salaries received by officers of this corporation shall be
reasonable and given in return for services actually rendered for the corporation which relate to the
performance of the charitable or public purposes of this corporation.

ARTICLE VII
Committees

SECTION 1: EXECUTIVE COMMITTEE


The Board of Directors may, by a majority vote of directors, designate five (5) or more of its members
(who may also be serving as officers of this corporation) to constitute an Executive Committee and
delegate to such Committee any of the powers and authority of the board in the management of the
business and affairs of the corporation, except with respect to:

(a) The approval of any action, which, under law or the provisions of these Bylaws, requires the
approval of the members or a majority of the members.
(b) The filling of vacancies o the board or on any committee, which has the authority of the board.
(c) The fixing of compensation of the directors for serving on the board or on any committee.
(d) The amendment or repeal of Bylaws or the adoption of new Bylaws.

Approved by Board of Directors: February 17, 2003


15
(e) The amendment or repeal of any resolution of the board, which by its express terms is not so
amendable or repealable.
(f) The appointment of committees of the board or members thereof.
(g) The expenditure of corporate funds to support a nominee for director after there are more people
nominated for director than can be elected.
(h) The approval of any transaction to which the corporation is a party and in which one or more of
the directors has a material financial interest, except as expressly provided in Section 5233(d)(3)
of the California Nonprofit Public Benefit Corporation Law.
By a majority vote of its members then in office, the board may at any time revoke or modify any of all of
the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill
vacancies therein from the members of the board. The Committee shall keep regular minutes of its
proceedings, cause them to be filed with the corporate records, and report the same to the board from time
to time as the board may require.

SECTION 2: OTHER COMMITTEES


The corporation shall have such other committees as may from time to time be designated by resolution
of the Board of Directors. Such other committees may consist of persons who are not also members of
the board. These additional committees shall act in an advisory capacity only to the board and shall be
clearly titled as “advisory” committees.

SECTION 3: MEETINGS AND ACTIONS OF COMMITTEES


Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the
provisions of the Bylaws concerning meetings of the Board of Directors, with such changes in the context
of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of
Directors and its members, except that the time for regular meetings of committees may be fixed by
resolution of the Board of Directors or by the committee. The time for special meetings of committees
may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations
pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not
inconsistent with the provisions of these Bylaws.

SECTION 4: NOMINATION COMMITTEE


A nomination committee shall be named by the Board of Directors whose task it will be to seek qualified
candidates for the Board of Directors. The slate of candidates should include qualified persons committed
to the vision and mission of Central City Lutheran Mission. The Nominations Committee will seek
recommendations from local and/or regional affiliate bodies or from representatives of the Evangelical
Lutheran Church in America and/or the Lutheran Church-Missouri Synod. The Nomination Committee
will guide the Board of Directors with appropriate candidates and resumes to ensure a quality Board of
Directors and to ensure that Board membership meets provisions outlined elsewhere in the Bylaws.

ARTICLE VIII
Execution of Instruments, Deposits and Funds

SECTION 1: EXECUTION OF INSTRUMENTS


The Board of Directors, except as otherwise provided in the Bylaws, may by resolution authorize any
officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be general or confined to specific
instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind

Approved by Board of Directors: February 17, 2003


16
the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for
any purpose or in any amount.

SECTION 2: CHECKS AND NOTES


Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise
required by law, checks, drafts, promissory notes, orders for payment of money, and other evidence of
indebtedness of the corporation shall be signed by the Executive Director and countersigned by the
Treasurer or the Chairperson of the Board of Directors of the Corporation.

SECTION 3: DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositories as the Board of Directors may select.

SECTION 4: GIFTS
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise
for the charitable or public purposes of this corporation.

ARTICLE IX
Records and Reports

SECTION 1. MAINTENANCE OF CORPORATE RECORDS


The corporation shall maintain at its principal office in the state of California:
(a) Adequate and correct books and records of account including accounts of its properties and
business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and
losses;
(b) Written minutes of all meetings of Directors and committees of the board indicating the time and
place of holding such meetings, whether regular or special, how called, the notice given, and the
names of those present and the proceedings thereof;
(c) A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall
be open to inspection by the members, if any, of the corporation at all reasonable times during
office hours.
(d) Contribution statements for all contributors.

SECTION 2: CORPORATE SEAL


The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the
principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not
affect the validity of such instruments.

SECTION 3: DIRECTORS’ INSPECTION RIGHTS


Every director shall have the absolute right at any reasonable time to inspect and copy all books, records
and documents of every kind and to inspect the physical properties of the corporation.

SECTION 4: RIGHT TO COPY AND MAKE EXTRACTS


Any inspection under the provisions of this Article may be made in person or by agent or attorney and the
right to inspection includes the right to copy and make extracts.

SECTION 5: ANNUAL REPORT

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17
The board shall cause an annual report to be furnished not later than one hundred twenty (120) days after
the close of the corporation’s fiscal year to all directors of the corporation and, if the corporation has
members, to any member who requests it in writing, which report shall contain the following information
in appropriate detail:
(a) The assets and liabilities, including trust funds, of the corporation as of the end of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;
(c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes,
for the fiscal year;
(d) The expenses or disbursements of the corporation, for both general and restricted purposes,
during the fiscal year;
(e) Any information required by Section 6 of this Article.
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is
no such report, the certificate of an authorized officer of the corporation that such statements were
prepared without audit from the books and records of the corporation.

SECTION 6: ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS


This corporation shall mail or deliver to all directors a statement within one hundred and twenty (120)
days after the close of its fiscal year which briefly describes the amount and circumstances of any
indemnification or transaction of the following kind:

(a) Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which
either of the following had a direct or indirect material financial interest:
1. Any director or officer of the corporation, or its parent or subsidiary (a mere common
directorship shall not be considered a material financial interest); or
2. Any holder of more than ten percent (10%) of the voting power of the corporation, its parent
or its subsidiary.
The above statement need only be provided with respect to a transaction during the previous
fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of
a number of transactions with the same persons involving, in the aggregate, more than FIFTY
THOUSAND DOLLARS ($50,000).

Similarly, the statement need only be provided with respect to indemnifications or advances
aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal
year to any director or officer, except that no such statement need be made if such
indemnification was approved by the Board of Directors pursuant to Section 5238(e)(2) of the
California Nonprofit Public Benefit Corporation Law.

Any statement required by this Section shall briefly describe the names of the interested persons
involved in such transactions, stating each person’s relationship to the corporation, the nature of
such person’s interest in the transaction and, where practical, the amount of such interest,
provided that in the case of a transaction with a partnership of which such person is a partner,
only the interest of the partnership need be stated.

ARTICLE X
Fiscal Year

SECTION 1: FISCAL YEAR OF THE CORPORATION

Approved by Board of Directors: February 17, 2003


18
The fiscal year of the corporation shall begin on the first day of January and end on the thirty first day of
December in each year.

ARTICLE XI
Amendments to the Bylaws

Subject to the provision of law applicable to the amendment of Bylaws of Public Benefit nonprofit
corporations, these Bylaws or any provision of them may be altered, amended or repealed, and new
Bylaws may be adopted by vote of two-thirds of the members present at any special or regular
membership meeting at which a quorum is present.

Proposed changes in the Articles of Incorporation, Constitution, or Bylaws that relate to affiliation with
the Evangelical Lutheran Church in America and/or recognition by the Lutheran Church-Missouri Synod
will be submitted to the corporate members for their approval. The same proposed changes will be
submitted to the ELCA Division for Church in Society and/or the LCMS Board for Human Care
Ministries for review prior to action by members of the corporation. Other proposed changes will be
reported and acted upon by the membership as provided in the governing documents.

ARTICLE XII
Prohibition Against Sharing Corporate Profits and Assets

SECTION 1: PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS


No member, director, officer, employee, or other person connected with this corporation, or any
operations of the corporation, shall receive at any time any of the net earnings or pecuniary profit from
the operations of the corporation, provided, however, that this provision shall not prevent payment to any
such person of reasonable compensation for services performed for the corporation in effecting any of its
public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws
and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to
share in the distribution of, and shall received, any of the assets on dissolution of the corporation. All
member, if any, of the corporation shall be deemed to have expressly consented and agreed that on such
dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets
of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of
Incorporation of this corporation and not otherwise.

CERTIFICATE OF SECRETARY

I, the undersigned, certify that I am the presently elected and acting Secretary of Central City Lutheran
Mission, a California Religious Nonprofit Corporation, and the above Bylaws consisting of
pages, including this page, are the Bylaws of this corporation as adopted by vote of the Members at a
meeting duly held on .

DATED:

Secretary

Approved by Board of Directors: February 17, 2003


19
Approved by Board of Directors: February 17, 2003
20
MODEL CONSTITUTION
FOR
CONGREGATIONS
OF THE
EVANGELICAL LUTHERAN
CHURCH IN AMERICA®

2009
Copies available from Augsburg Fortress, Publishers (1-800-328-4648)

Revised as of September 4, 2009


Copyright © 2009 by Evangelical Lutheran Church in America®
CONTENTS
Introduction ..............................................................................................................5
Codification Explanation ..........................................................................................6
Preamble ...................................................................................................................8
Chapter 1 Name and Incorporation......................................................................8
Chapter 2 Confession of Faith .............................................................................8
Chapter 3 Nature of the Church...........................................................................9
Chapter 4 Statement of Purpose.........................................................................10
Chapter 5 Powers of the Congregation ..............................................................11
Chapter 6 Church Affiliation .............................................................................12
Chapter 7 Property Ownership ..........................................................................14
Chapter 8 Membership.......................................................................................15
Chapter 9 The Pastor..........................................................................................16
Chapter 10 Congregation Meeting.......................................................................20
Chapter 11 Officers .............................................................................................21
Chapter 12 Congregation Council .......................................................................22
Chapter 13 Congregation Committees.................................................................25
Chapter 14 Organizations within the Congregation.............................................25
Chapter 15 Discipline of Members and Adjudication .........................................26
Chapter 16 Bylaws .............................................................................................27
Chapter 17 Amendments......................................................................................28
Chapter 18 Continuing Resolutions .....................................................................29
Chapter 19 Indemnification .................................................................................29
Chapter 20 Parish Authorization..........................................................................29

4 / MODEL CONSTITUTION FOR CONGREGATIONS (08-09)


INTRODUCTION

The Model Constitution for Congregations of the Evangelical Lutheran Church


in America originally was adopted by the Constituting Convention of this church
in Columbus, Ohio, on April 30, 1987. This was done as required by the
Constitutions, Bylaws, and Continuing Resolutions of the Evangelical Lutheran
Church in America.
This current edition of the Model Constitution for Congregations of the
Evangelical Lutheran Church in America contains changes adopted by the 1989,
1991, 1993, 1995, 1997, 1999, 2001, 2003, 2005, 2007, and 2009 Churchwide
Assemblies.
The model is consistent with the requirements of the constitutional governing
documents of the ELCA’s churchwide organization and synods.
➤ Required provisions: Sections of this constitution marked by an asterisk [*]
are required when a congregation amends its governing documents. These
sections must be used without alteration or amendment of the text in any manner
(neither additions nor deletions). This is in keeping with provision 9.52. in the
Constitution, Bylaws, and Continuing Resolutions of the Evangelical Lutheran
Church in America. This provision stipulates that when a congregation of this
church “wishes to amend any provision of its governing documents, the governing
documents of that congregation shall be so amended to conform to 9.25.b.” in the
churchwide constitution. The provisions herein marked by an asterisk are those
that are indicated as required in ELCA constitutional provision 9.25.b.
➤ Review by synod: In keeping with provisions that apply to all congregations
of this church, each congregation is to provide a copy of its governing documents
to the synod. As specified by ELCA bylaw 9.53.03. (numbering as listed in the
1991 and subsequent editions):
All proposed changes in the constitution or incorporation documents of a congregation shall be
referred to the synod with which the congregation is affiliated. The synod shall approve or

(08-09) MODEL CONSTITUTION FOR CONGREGATIONS / 5


disapprove the proposed changes within 120 days of receipt thereof, and shall notify the
congregation of its decision; in the absence of a decision, the changes shall go into effect.
➤ Codification explanation: A numerical codification indicates (a) general
subject, (b) constitutional provisions, (c) bylaws, and (d) continuing resolutions.
a. Major sectors are designated as chapters. The chapter designation becomes
the first number in the codification sequence and is followed by a period.
Thus, provisions in “Chapter 8. Membership” are preceded by “8.”
b. Constitutional provisions are codified with two sets of numbers: the chapter
number and a two-digit number preceding the second period in the
codification. Thus, one constitutional provision related to “Membership” is
codified *C8.02.
c. Bylaw provisions are codified with three sets of numbers: the chapter
number, the related constitutional provision number, and a two-digit number.
Thus, one bylaw provision related to “Membership” would be codified
C8.02.01. Because bylaws and continuing resolutions normally are so
specifically related to details of each congregation’s organization, operation,
and life, no model set of bylaws or continuing resolutions is provided. Each
congregation may develop its own bylaws and continuing resolutions, but no
such bylaws or continuing resolutions may conflict with this constitution, the
constitution and bylaws of the Evangelical Lutheran Church in America, and
the constitution of the synod, as indicated in *C6.03.e.
d. The Congregation Council may adopt “continuing resolutions,” which may
provide descriptions of operational patterns or of the ongoing responsibilities
of committees or other units within the organizational structure of the
congregation. Within the governing documents of a congregation,
continuing resolutions are the provisions most easily amended. Unlike
constitutional provisions and bylaws, continuing resolutions may be updated
regularly by the Congregation Council without the necessity of calling a
regular or special Congregation Meeting. Continuing resolutions also are
codified with three sets of numbers except that the third set is preceded by a
capital letter. Thus, a continuing resolution might be numbered C13. to
designate the chapter; C13.07. to designate the subject matter within the
chapter; and the third set might be numbered A07. in the codification
C13.07.A07. to indicate by the “A” that it is the first continuing resolution
regarding that subject and to indicate by the “07” that it was adopted in 2007.
➤ Ease of use: The provisions of your congregation’s constitution, the bylaws,
and the continuing resolutions that pertain to the same matter should be placed
together for clarity and ease in use.
If chapter numbers are considered the major sequence number, constitution
numbers as a fraction of the chapter number, and bylaw numbers as a fraction of
the constitution number, then the codification can be said to provide a progressive
sequence. Thus, *C5.01. will precede C5.03.10., and C9.11.16. will precede
*C9.13.
All provisions in the Model Constitution for Congregations are prefaced with

6 / MODEL CONSTITUTION FOR CONGREGATIONS (08-09)


“C” to distinguish these provisions from comparable ones in the synodical and
churchwide constitutions.

➤ Missing numbers: As you work with the Model Constitution for


Congregations, you may notice that certain numbers seem to be missing from the
numbering sequence in some chapters. That is intentional. In the style followed
here, the number “.10.” and multiples thereof have been reserved for possible use
as section headings in future editions. Therefore, in the sequence, for example, of
Chapters 1, 9, and 12, these “.10.” numbers do not appear.
➤ Selection of options: Alternatives are provided in certain places within the
model. Those are noted by square brackets. For example, *C9.01. offers the
alternative of election of a call committee by the congregation or by the
Congregation Council. One alternative should be chosen in each instance where
square brackets appear in the text.
Optional texts are provided in separate paragraphs in Chapters 11 and 12
regarding the Congregation Council and its membership. Each congregation will
need to select one of those options for council membership or a variation thereof,
subject to approval through the synod’s constitutional review process.
➤ References to church: In the governing documents, “Church” with a capital
letter is used in references to the one, holy, catholic, and apostolic Church. In
references to the Evangelical Lutheran Church in America, the words “church”
and “this church” in lower case letters are employed, although, for clarity in this
constitution, the full name or “ELCA” normally is used.
The specific congregation may be identified, as provided in C1.02., as “this
congregation.”
➤ Guidelines: A list of guidelines for a congregation engaging in review and
amendment of its constitution is available through each synod office and on the
ELCA Web site. The task of amending a constitution is not easy. It is, however,
an important endeavor that merits thoughtful work. In your constitutional
responsibilities, God grant you wisdom, mutual love, clear understanding of good
order, and commitment to the unity of this church in faithful witness to our Lord
and Savior, Jesus Christ.

DAVID D. SWARTLING
Secretary
Evangelical Lutheran Church in America

September 4, 2009

(08-09) MODEL CONSTITUTION FOR CONGREGATIONS / 7


MODEL CONSTITUTION
for
CONGREGATIONS
of the
EVANGELICAL LUTHERAN
CHURCH IN AMERICA®

Copyright 2009
by the Evangelical Lutheran Church in America
*
*PREAMBLE
We, baptized members of the Church of Christ, responding in faith to the call of
the Holy Spirit through the Gospel, desiring to unite together to preach the Word,
administer the sacraments, and carry out God’s mission, do hereby adopt this
constitution and solemnly pledge ourselves to be governed by its provisions. In the
name of the Father and of the Son and of the Holy Spirit.

Chapter 1.
NAME AND INCORPORATION
C1.01. The name of this congregation shall be .
C1.02. For the purpose of this constitution and the accompanying bylaws, the
congregation of (Insert full legal name) is hereinafter designated
as “this congregation.”
C1.11. This congregation shall be incorporated under the laws of the State of
.

Chapter 2.
CONFESSION OF FAITH
*C2.01. This congregation confesses the Triune God, Father, Son, and Holy Spirit.
*C2.02. This congregation confesses Jesus Christ as Lord and Savior and the
Gospel as the power of God for the salvation of all who believe.
a. Jesus Christ is the Word of God incarnate, through whom
everything was made and through whose life, death, and

* Required provision

8 / MODEL CONSTITUTION FOR CONGREGATIONS (08-09)


resurrection God fashions a new creation.
b. The proclamation of God’s message to us as both Law and Gospel
is the Word of God, revealing judgment and mercy through word
and deed, beginning with the Word in creation, continuing in the
history of Israel, and centering in all its fullness in the person and
work of Jesus Christ.
c. The canonical Scriptures of the Old and New Testaments are the
written Word of God. Inspired by God’s Spirit speaking through
their authors, they record and announce God’s revelation centering
in Jesus Christ. Through them God’s Spirit speaks to us to create
and sustain Christian faith and fellowship for service in the world.
*C2.03. This congregation accepts the canonical Scriptures of the Old and New
Testaments as the inspired Word of God and the authoritative source
and norm of its proclamation, faith, and life.
*C2.04. This congregation accepts the Apostles’, Nicene, and Athanasian
Creeds as true declarations of the faith of this congregation.
*C2.05. This congregation accepts the Unaltered Augsburg Confession as a
true witness to the Gospel, acknowledging as one with it in faith and
doctrine all churches that likewise accept the teachings of the
Unaltered Augsburg Confession.
*C2.06. This congregation accepts the other confessional writings in the Book
of Concord, namely, the Apology of the Augsburg Confession, the
Smalcald Articles and the Treatise, the Small Catechism, the Large
Catechism, and the Formula of Concord, as further valid interpretations
of the faith of the Church.
*C2.07. This congregation confesses the Gospel, recorded in the Holy Scripture
and confessed in the ecumenical creeds and Lutheran confessional
writings, as the power of God to create and sustain the Church for
God’s mission in the world.

Chapter 3.
NATURE OF THE CHURCH
*C3.01. All power in the Church belongs to our Lord Jesus Christ, its head. All
actions of this congregation are to be carried out under his rule and
authority.
*C3.02. The Church exists both as an inclusive fellowship and as local
congregations gathered for worship and Christian service. Congre-
gations find their fulfillment in the universal community of the Church,
and the universal Church exists in and through congregations. The
Evangelical Lutheran Church in America, therefore, derives its
character and powers both from the sanction and representation of its
congregations and from its inherent nature as an expression of the
broader fellowship of the faithful. In length, it acknowledges itself to

(08-09) MODEL CONSTITUTION FOR CONGREGATIONS / 9


be in the historic continuity of the communion of saints; in breadth, it
expresses the fellowship of believers and congregations in our day.
Chapter 4.
STATEMENT OF PURPOSE
*C4.01. The Church is a people created by God in Christ, empowered by the
Holy Spirit, called and sent to bear witness to God’s creative,
redeeming, and sanctifying activity in the world.
*C4.02. To participate in God’s mission, this congregation as a part of the
Church shall:
a. Worship God in proclamation of the Word and administration of
the sacraments and through lives of prayer, praise, thanksgiving,
witness, and service.
b. Proclaim God’s saving Gospel of justification by grace for Christ’s
sake through faith alone, according to the apostolic witness in the
Holy Scripture, preserving and transmitting the Gospel faithfully
to future generations.
c. Carry out Christ’s Great Commission by reaching out to all people
to bring them to faith in Christ and by doing all ministry with a
global awareness consistent with the understanding of God as
Creator, Redeemer, and Sanctifier of all.
d. Serve in response to God’s love to meet human needs, caring for
the sick and the aged, advocating dignity and justice for all people,
working for peace and reconciliation among the nations, and
standing with the poor and powerless, and committing itself to
their needs.
e. Nurture its members in the Word of God so as to grow in faith and
hope and love, to see daily life as the primary setting for the
exercise of their Christian calling, and to use the gifts of the Spirit
for their life together and for their calling in the world.
f. Manifest the unity given to the people of God by living together in
the love of Christ and by joining with other Christians in prayer
and action to express and preserve the unity which the Spirit gives.
*C4.03. To fulfill these purposes, this congregation shall:
a. Provide services of worship at which the Word of God is preached
and the sacraments are administered.
b. Provide pastoral care and assist all members to participate in this
ministry.
c. Challenge, equip, and support all members in carrying out their
calling in their daily lives and in their congregation.
d. Teach the Word of God.
e. Witness to the reconciling Word of God in Christ, reaching out to
all people.

10 / MODEL CONSTITUTION FOR CONGREGATIONS (08-09)


f. Respond to human need, work for justice and peace, care for the
sick and the suffering, and participate responsibly in society.
g. Motivate its members to provide financial support for the congre-
gation’s ministry and the ministry of other parts of the Evangelical
Lutheran Church in America.
h. Foster and participate in interdependent relationships with other
congregations, the synod, and the churchwide organization of the
Evangelical Lutheran Church in America.
i. Foster and participate in ecumenical relationships consistent with
churchwide policy.
*C4.04. This congregation shall develop an organizational structure to be
described in the bylaws. The Congregation Council shall prepare
descriptions of the responsibilities of each committee, task force, or
other organizational group and shall review their actions. [Such
descriptions shall be contained in continuing resolutions in the section
on the Congregation Council.]
*C4.05. This congregation shall, from time to time, adopt a mission statement
which will provide specific direction for its programs.

Chapter 5.
POWERS OF THE CONGREGATION
*C5.01. The powers of this congregation are those necessary to fulfill its
purpose.
*C5.02. The powers of this congregation are vested in the Congregation
Meeting called and conducted as provided in this constitution and
bylaws.
*C5.03. Only such authority as is delegated to the Congregation Council or
other organizational units in this congregation’s governing documents
is recognized. All remaining authority is retained by the congregation.
The congregation is authorized to:
a. call a pastor as provided in Chapter 9;
b. terminate the call of a pastor as provided in Chapter 9;
c. call or terminate the call of associates in ministry, deaconesses,
and diaconal ministers in conformity with the applicable policy of
the Evangelical Lutheran Church in America;
d. adopt amendments to the constitution, as provided in Chapter 17,
and amendments to the bylaws, as specified in Chapter 16.
e. approve the annual budget;
f. acquire real and personal property by gift, devise, purchase, or
other lawful means;
g. hold title to and use its property for any and all activities
consistent with its purpose;

(08-09) MODEL CONSTITUTION FOR CONGREGATIONS / 11


h. sell, mortgage, lease, transfer, or otherwise dispose of its property
by any lawful means;
i. elect its [officers][,] [and] Congregation Council, [boards, and
committees,] and require [them] [the members of the council] to
carry out their duties in accordance with the constitution[,] [and]
bylaws[,] [and continuing resolutions]; and
j. terminate its relationship with the Evangelical Lutheran Church in
America as provided in Chapter 6.
*C5.04. This congregation shall choose from among its voting members
laypersons to serve as voting members of the Synod Assembly as well
as persons to represent it at meetings of any conference, cluster,
coalition, or other area subdivision of which it is a member. The
number of persons to be elected by the congregation and other
qualifications shall be as prescribed in guidelines established by the
(insert name of synod) of the Evangelical Lutheran Church in
America.
C5.05. This congregation shall have a mission endowment fund that will
operate as specified in this congregation’s [bylaws] [continuing
resolutions]. The purpose of the mission endowment fund is to provide
for mission work beyond the operational budget of this congregation.

Chapter 6.
CHURCH AFFILIATION
*C6.01. This congregation shall be an interdependent part of the Evangelical
Lutheran Church in America or its successor, and of the (insert name
of synod) Synod of the Evangelical Lutheran Church in America. This
congregation is subject to the discipline of the Evangelical Lutheran
Church in America.
*C6.02. This congregation accepts the Confession of Faith and agrees to the
Purposes of the Evangelical Lutheran Church in America and shall act
in accordance with them.
*C6.03. This congregation acknowledges its relationship with the Evangelical
Lutheran Church in America in which:
a. This congregation agrees to be responsible for its life as a
Christian community.
b. This congregation pledges its financial support and participation in
the life and mission of the Evangelical Lutheran Church in America.
c. This congregation agrees to call pastoral leadership from the
clergy roster of the Evangelical Lutheran Church in America in
accordance with its call procedures except in special
circumstances and with the approval of the bishop of the synod.
d. This congregation agrees to consider associates in ministry,

12 / MODEL CONSTITUTION FOR CONGREGATIONS (08-09)


deaconesses, and diaconal ministers for call to other staff positions
in the congregation according to the procedures of the Evangelical
Lutheran Church in America.
e. This congregation agrees to file this constitution and any
subsequent changes to this constitution with the synod for review
to ascertain that all of its provisions are in agreement with the
constitution and bylaws of the Evangelical Lutheran Church in
America and with the constitution of the synod.
*C6.04. Affiliation with the Evangelical Lutheran Church in America may be
terminated as follows:
a. This congregation takes action to dissolve.
b. This congregation ceases to exist.
c. This congregation is removed from membership in the Evangelical
Lutheran Church in America according to the procedures for
discipline of the Evangelical Lutheran Church in America.
d. This congregation follows the procedures outlined in *C6.05.
*C6.05. This congregation may terminate its relationship with the Evangelical
Lutheran Church in America by the following procedure:
a. A resolution indicating the desire of this congregation to terminate
its relationship must be adopted at a legally called and conducted
special meeting of this congregation by a two-thirds majority of
the voting members present.
b. The secretary of this congregation shall submit a copy of the
resolution to the synodical bishop and shall mail a copy of the
resolution to voting members of this congregation. This notice shall
be submitted within 10 days after the resolution has been adopted.
c. The bishop of the synod shall consult with this congregation
during a period of at least 90 days.
d. If this congregation, after consultation, still desires to terminate its
relationship, such action may be taken at a legally called and
conducted special meeting by a two-thirds majority of the voting
members present, at which meeting the bishop of the synod or an
authorized representative shall be present. Notice of the meeting
shall be mailed to all voting members at least 10 days in advance
of the meeting.
e. A certified copy of the resolution to terminate its relationship shall
be sent to the synodical bishop, at which time the relationship
between this congregation and the Evangelical Lutheran Church in
America shall be terminated.
f. Notice of termination shall be forwarded by the synodical bishop
to the secretary of this church and published in the periodical of
this church.
g.1 Since this congregation was a member of the Lutheran Church in

1
This provision is to be used in the constitutions of all congregations that formerly were a part of

(08-09) MODEL CONSTITUTION FOR CONGREGATIONS / 13


America, it shall be required, in addition to the foregoing
provisions in *C6.05., to receive synodical approval before
terminating its membership in the Evangelical Lutheran Church in
America.
h.2 Since this congregation was established by the Evangelical
Lutheran Church in America, it shall be required, in addition to the
foregoing provisions in *C6.05., to receive synodical approval
before terminating its membership in the Evangelical Lutheran
Church in America.
*C6.06. If this congregation considers relocation, it shall confer with the bishop
of the synod in which it is territorially located and the appropriate
program unit of the churchwide organization before any steps are taken
leading to such action. The approval of the Synod Council shall be
received before any such action is effected.
*C6.07. If this congregation considers developing an additional site to be used
regularly for worship, it shall confer with the bishop of the synod in
which it is territorially located and the appropriate program unit of the
churchwide organization before any steps are taken leading to such
action.

Chapter 7.
PROPERTY OWNERSHIP
*C7.01. If this congregation ceases to exist, title to undisposed property shall
pass to the (insert name of synod) Synod of the Evangelical
Lutheran Church in America.
*C7.02. If this congregation is removed from membership in the Evangelical
Lutheran Church in America according to its procedure for discipline,
title to property shall continue to reside in this congregation.
*C7.03. If a two-thirds majority of the voting members of this congregation
present at a legally called and conducted special meeting of this
congregation vote to transfer to another Lutheran church body, title to
property shall continue to reside in this congregation. Before this
congregation takes action to transfer to another Lutheran church body,
it shall consult with representatives of the (insert name of synod)
Synod.
*C7.04. If a two-thirds majority of the voting members of this congregation
present at a legally called and conducted special meeting of this

the Lutheran Church in America, in accord with provision 9.62.g. in the Constitution, Bylaws, and
Continuing Resolutions of the Evangelical Lutheran Church in America.
2
This provision is to be used in the constitutions of all congregations that have been established by
the Evangelical Lutheran Church in America, in accord with provision 9.62.h. in the Constitution,
Bylaws, and Continuing Resolutions of the Evangelical Lutheran Church in America.

14 / MODEL CONSTITUTION FOR CONGREGATIONS (08-09)


congregation vote to become independent or relate to a non-Lutheran
church body, title to property of this congregation shall continue to
reside in this congregation only with the consent of the Synod Council.
The Synod Council, after consultation with this congregation by the
established synodical process, may give approval to the request to
become independent or to relate to a non-Lutheran church body, in
which case title shall remain with the majority of this congregation. If
the Synod Council fails to give such approval, title shall remain with
those members who desire to continue as a congregation of the
Evangelical Lutheran Church in America.
C7.05. Notwithstanding the provisions of *C7.02. and *C.7.03. above, where
this congregation has received property from the synod pursuant to a
deed or other instrument containing restrictions under provision 9.71.a.
of the Constitution, Bylaws, and Continuing Resolutions of the
Evangelical Lutheran Church in America, this congregation accepts
such restrictions and:
a. Shall not transfer, encumber, mortgage, or in any way burden or
impair any right, title, or interest in the property without prior
approval of the Synod Council.
b. Shall—upon written demand by the Synod Council, pursuant to
†S13.23. of the constitution of the (insert name of synod) —
reconvey and transfer all right, title, and interest in the property to
the synod.

Chapter 8.
MEMBERSHIP
*C8.01. Members of this congregation shall be those baptized persons on the
roll of this congregation at the time that this constitution is adopted and
those who are admitted thereafter and who have declared and maintain
their membership in accordance with the provisions of this constitution
and its bylaws.
*C8.02. Members shall be classified as follows:
a. Baptized members are those persons who have been received by
the Sacrament of Holy Baptism in this congregation, or, having
been previously baptized in the name of the Triune God, have
been received by certificate of transfer from other Lutheran
congregations or by affirmation of faith.
b. Confirmed members are baptized persons who have been
confirmed in this congregation, those who have been received by
adult baptism or by transfer as confirmed members from other
Lutheran congregations, or baptized persons received by
affirmation of faith.

(08-09) MODEL CONSTITUTION FOR CONGREGATIONS / 15


c. Voting members are confirmed members. Such confirmed
members, during the current or preceding calendar year, shall have
communed in this congregation and shall have made a contribution
of record to this congregation. Members of this congregation who
have satisfied these basic standards shall have the privilege of
voice and vote at every regular and special meeting of the
congregation.
d. Associate members are persons holding membership in other
[Lutheran] [Christian] congregations who wish to retain such
membership but desire to participate in the life and mission of this
congregation, or persons who wish to retain a relationship with
this congregation while being members of other congregations.
They have all the privileges and duties of membership except
voting rights and eligibility for elected offices or membership on the
Congregation Council of this congregation.
*C8.03. All applications for confirmed membership shall be submitted to and
shall require the approval of the Congregation Council.
*C8.04. It shall be the privilege and duty of members of this congregation to:
a. make regular use of the means of grace, both Word and
sacraments;
b. live a Christian life in accordance with the Word of God and the
teachings of the Lutheran church; and
c. support the work of this congregation, the synod, and the
churchwide organization of the Evangelical Lutheran Church in
America through contributions of their time, abilities, and
financial support as biblical stewards.
*C8.05. Membership in this congregation shall be terminated by any of the
following:
a. death;
b. resignation;
c. transfer or release;
d. disciplinary action by the Congregation Council; or
e. removal from the roll due to inactivity as defined in the bylaws.
Such persons who have been removed from the roll of members shall
remain persons for whom the Church has a continuing pastoral
concern.

Chapter 9.
THE PASTOR
*C9.01. Authority to call a pastor shall be in this congregation by at least a two-
thirds majority ballot vote of members present and voting at a meeting
legally called for that purpose. Before a call is issued, the officers, or a

16 / MODEL CONSTITUTION FOR CONGREGATIONS (08-09)


committee elected by [this congregation][the Congregation Council] to
recommend the call, shall seek the advice and help of the bishop of the
synod.
*C9.02. Only a member of the clergy roster of the Evangelical Lutheran Church
in America or a candidate for the roster of ordained ministers who has
been recommended for the congregation by the synodical bishop may
be called as a pastor of this congregation.
*C9.03. Consistent with the faith and practice of the Evangelical Lutheran
Church in America,
a. Every ordained minister shall:
1) preach the Word;
2) administer the sacraments;
3) conduct public worship;
4) provide pastoral care; and
5) speak publicly to the world in solidarity with the poor and
oppressed, calling for justice and proclaiming God’s love for
the world.
b. Each ordained minister with a congregational call shall, within the
congregation:
1) offer instruction, confirm, marry, visit the sick and distressed,
and bury the dead;
2) supervise all schools and organizations of this congregation;
3) install regularly elected members of the Congregation
Council; and
4) with the council, administer discipline.
c. Every pastor shall:
1) strive to extend the Kingdom of God in the community, in the
nation, and abroad;
2) seek out and encourage qualified persons to prepare for the
ministry of the Gospel;
3) impart knowledge of this church and its wider ministry
through distribution of its periodicals and other publications;
and
4) endeavor to increase the support given by the congregation to
the work of the churchwide organization of the Evangelical
Lutheran Church in America (ELCA) and of the (insert
name of synod) Synod of the ELCA.
*C9.04. The specific duties of the pastor, compensation, and other matters
pertaining to the service of the pastor shall be included in a letter of
call, which shall be attested by the bishop of the synod.
*C9.05. a. The call of a congregation, when accepted by a pastor, shall
constitute a continuing mutual relationship and commitment,

(08-09) MODEL CONSTITUTION FOR CONGREGATIONS / 17


which, except in the case of the death of the pastor, shall be
terminated only following consultation with the synodical bishop
and for the following reasons:
1) mutual agreement to terminate the call or the completion of a
call for a specific term;
2) resignation of the pastor, which shall become effective, unless
otherwise agreed, 30 days after the date on which it was
submitted;
3) inability to conduct the pastoral office effectively in the
congregation in view of local conditions, without reflection on
the competence or the moral and spiritual character of the
pastor;
4) the physical or mental incapacity of the pastor;
5) disqualification of the pastor through discipline on grounds of
doctrine, morality, or continued neglect of duty;
6) the dissolution of the congregation or the termination of a
parish arrangement; or
7) suspension of the congregation as a result of discipline
proceedings.
b. When allegations of physical or mental incapacity of the pastor or
ineffective conduct of the pastoral office have come to the
attention of the bishop of the synod, the bishop in his or her sole
discretion may, or when such allegations have been brought to the
synod’s attention by an official recital of allegations by the
Congregation Council or by a petition signed by at least one-third of
the voting members of the congregation, the bishop shall,
investigate such conditions personally in company with a
committee of two ordained ministers and one layperson.
c. In case of alleged physical or mental incapacity, competent
medical testimony shall be obtained. When such disability is
evident, the bishop of the synod with the advice of the committee
shall declare the pastorate vacant. Upon the restoration of a disabled
pastor to health, the bishop of the synod shall take steps to enable
the pastor to resume the ministry, either in the congregation last
served or in another field of labor.
d. In the case of alleged local difficulties that imperil the effective
functioning of the congregation, all concerned persons shall be
heard, after which the bishop of the synod together with the
committee described in *C9.05.b. shall decide on the course of
action to be recommended to the pastor and the congregation. If
they agree to carry out such recommendations, no further action
shall be taken by the synod. If either party fails to assent, the
congregation may dismiss the pastor at a legally called meeting
after consultation with the bishop, either (a) by a two-thirds

18 / MODEL CONSTITUTION FOR CONGREGATIONS (08-09)


majority vote of the voting members present and voting where the
bishop and the committee did not recommend termination of the
call, or (b) by a simple majority vote of the voting members
present and voting where the bishop and the committee
recommended termination of the call.
e. If, in the course of proceedings described in *C9.05.d., the
committee concludes that there may be grounds for disciplinary
action, the committee shall make recommendations concerning
disciplinary action to the synodical bishop, who may bring charges
in accordance with the provisions of the constitution and bylaws
of the Evangelical Lutheran Church in America and the
constitution of this synod.
f. If, following the appointment of the committee described in
*C9.05.b. or d., it should become apparent that the pastoral office
cannot be conducted effectively in the congregation(s) being
served by the ordained minister due to local conditions, the bishop
of the synod may temporarily suspend the pastor from service in
the congregation(s) without prejudice and with pay provided
through a joint synodical and churchwide fund and with housing
provided by the congregation(s).
*C9.06. At a time of pastoral vacancy, an interim pastor shall be appointed by
the bishop of the synod with the consent of this congregation or the
Congregation Council.
*C9.07. During the period of service, an interim pastor shall have the rights and
duties in the congregation of a regularly called pastor and may delegate
the same in part to a supply pastor with the consent of the bishop of the
synod and this congregation or Congregation Council. The interim
pastor and any ordained pastor providing assistance shall refrain from
exerting influence in the selection of a pastor.
*C9.08. This congregation shall make satisfactory settlement of all financial
obligations to a former pastor before calling a successor. A pastor shall
make satisfactory settlement of all financial obligations to this
congregation before beginning service in a call to another congregation
or employment in another ministry setting related to the Evangelical
Lutheran Church in America.
*C9.09. When a pastor is called to serve in company with another pastor or
pastors, the privileges and responsibilities of each pastor shall be
specified in documents to accompany the call and to be drafted in
consultation involving the pastors, the Congregation Council, and the
bishop of the synod. As occasion requires, the documents may be
revised through a similar consultation.
*C9.11. With the approval of the bishop of the synod, the congregation may
depart from *C9.05.a. and call a pastor for a specific term. Details of
such calls shall be in writing setting forth the purpose and conditions

(08-09) MODEL CONSTITUTION FOR CONGREGATIONS / 19


involved. Prior to the completion of a term, the bishop or a designated
representative of the bishop shall meet with the pastor and
representatives of the congregation for a review of the call. Such a call
may also be terminated before its expiration in accordance with the
provisions of *C9.05.a.
*C9.12. The pastor of this congregation:
a. shall keep accurate parochial records of all baptisms,
confirmations, marriages, burials, communicants, members received,
members dismissed, or members excluded from the congregation;
b. shall submit a summary of such statistics annually to the synod;
and
c. shall become a member of this congregation upon receipt and
acceptance of the letter of call. In a parish of multiple
congregations, the pastor shall hold membership in one of the
congregations.
*C9.13. The pastor(s) shall submit a report of his or her ministry to the bishop
of the synod at least 90 days prior to each regular meeting of the Synod
Assembly.
*C9.14. The parochial records of this congregation shall be maintained by the
pastor and shall remain the property of the congregation. The secretary
of this congregation shall attest in writing to the bishop of this synod
that such records have been placed in his or her hands in good order by
a departing pastor before the installation of that pastor in another field
of labor or the granting by the synod of retired status to the pastor.
C9.20. Ecumenical pastoral ministry
C9.21. Under special circumstances, subject to the approval of the synodical
bishop and the concurrence of this congregation, an ordained minister
of a church body with which the Evangelical Lutheran Church in
America officially has established a relationship of full communion
may serve temporarily as pastor of this congregation under a contract
between the congregation and the ordained minister in a form proposed
by the synodical bishop and approved by the congregation.

Chapter 10.
CONGREGATION MEETING
C10.01. The [annual][semi-annual][quarterly] meeting of this congregation
shall be held at a time specified in the bylaws.
C10.02. A special Congregation Meeting may be called by the pastor, the
Congregation Council, or the president of this congregation, and shall
be called by the president of the congregation upon the written request
of [number][percent] of the voting members. The call for each

20 / MODEL CONSTITUTION FOR CONGREGATIONS (08-09)


special meeting shall specify the purpose for which it is to be held and
no other business shall be transacted.
C10.03. Notice of all meetings of this congregation shall be given at the
services of worship on the preceding two consecutive Sundays and by
mail to all [voting] members at least 10 days in advance of the date of
the meeting. The posting of such notice in the regular mail, with the
regular postage affixed or paid, sent to the last known address of such
members shall be sufficient.
C10.04. voting members shall constitute a quorum.
C10.05. Voting by proxy or by absentee ballot shall not be permitted.
C10.06. All actions approved by the congregation shall be by majority vote of
those voting members present and voting, except as otherwise provided
in this constitution or by state law.
C10.07. Robert’s Rules of Order, latest edition, shall govern parliamentary pro-
cedure of all meetings of this congregation.

Chapter 11.
OFFICERS
C11.01. The officers of this congregation shall be a president, vice president,
secretary, and treasurer.
a. Duties of the officers shall be specified in the bylaws.
b. The officers shall be voting members of the congregation.
c. Officers of this congregation shall serve similar offices of the Congre-
gation Council and shall be voting members of the Congregation
Council.
d. If the Congregation Council elects its officers, the president, vice
president, and secretary shall be selected from the elected member-
ship of the Congregation Council. [If the treasurer is not selected
from the elected membership of the Congregation Council, the
treasurer shall have voice but not vote at the meetings of the
Congregation Council.]
C11.02. The [congregation][Congregation Council] shall elect its officers and
they shall be the officers of the congregation. The officers shall be
elected by written ballot and shall serve for one year or until their
successors are elected. Their terms shall begin at the close of the
annual meeting at which they are elected.
or
The pastor shall be ex officio president of the congregation and the
Congregation Council. The [congregation][Congregation Council]
shall elect by written ballot the other officers of the congregation who
shall serve for one year or until their successors are elected. Their

(08-09) MODEL CONSTITUTION FOR CONGREGATIONS / 21


terms shall begin at the close of the annual meeting at which they are
elected.
or
The pastor shall be ex officio president of the congregation and the
Congregation Council. The [congregation][Congregation Council]
shall elect by written ballot the other officers of the congregation who
shall serve for one year or until their successors are elected. Their
terms shall begin on (month and day) and end on
(month and day).
or
The officers shall be elected by the [congregation] [Congregation
Council] by written ballot and shall serve for one year. The term shall
begin on (month and day) and end on (month and day).
C11.03. No officer shall hold more than one office at a time. No elected officer
shall be eligible to serve more than two consecutive terms in the same
office.

Chapter 12.
CONGREGATION COUNCIL
C12.01. The voting membership of the Congregation Council shall consist of
the pastor(s)[, the officers of the congregation,] and [
members] [not more than nor fewer than members] of
the congregation, at least one of whom shall be a youth and at least one
of whom shall be a young adult. Any voting member of the
congregation may be elected, subject only to the limitation on the
length of continuous service permitted in that office. A member’s place
on the Congregation Council shall be declared vacant if the member a)
ceases to be a voting member of this congregation or b) is absent from
four successive regular meetings of the Congregation Council without
cause. Consistent with the laws of the state in which this congregation is
incorporated, the congregation may adopt procedures for the removal
of a member of the Congregation Council in other circumstances.
C12.02. The members of the Congregation Council except the pastor(s) shall be
elected by written ballot to serve for years or until their
successors are elected. Such members shall be eligible to serve no
more than two full terms consecutively. Their terms shall begin at the
close of the annual meeting at which they are elected.
or
The members of the Congregation Council except the pastor(s) shall be
elected at a legally called meeting of the congregation during the
month of . Their term of office shall be for years, with
the term of office beginning on (month and day) and ending on

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(month and day). Newly elected Congregation Council
members shall be installed at worship the Sunday prior to the date they
assume office.
C12.03. Should a member’s place on the Congregation Council be declared
vacant, the Congregation Council shall elect, by majority vote, a
successor until the next annual meeting.
C12.04. The Congregation Council shall have general oversight of the life and
activities of this congregation, and in particular its worship life, to the
end that everything be done in accordance with the Word of God and
the faith and practice of the Evangelical Lutheran Church in America.
The duties of the Congregation Council shall include the following:
a. To lead this congregation in stating its mission, to do long-range
planning, to set goals and priorities, and to evaluate its activities in
light of its mission and goals.
b. To seek to involve all members of this congregation in worship,
learning, witness, service, and support.
c. To oversee and provide for the administration of this congregation
to enable it to fulfill its functions and perform its mission.
d. To maintain supportive relationships with the pastor(s) and staff and
help them annually to evaluate the fulfillment of their calling or
employment.
e. To be examples individually and corporately of the style of life
and ministry expected of all baptized persons.
f. To promote a congregational climate of peace and goodwill, and,
as differences and conflicts arise, to endeavor to foster mutual
understanding.
g. To arrange for pastoral service during the sickness or absence of
the pastor.
h. To emphasize partnership with the synod and churchwide
organization of the Evangelical Lutheran Church in America as
well as cooperation with other congregations, both Lutheran and
non-Lutheran, subject to established policies of the synod and the
Evangelical Lutheran Church in America.
i. To recommend and encourage the use of program resources
produced or approved by the Evangelical Lutheran Church in
America.
j. To seek out and encourage qualified persons to prepare for the
ministry of the Gospel.
C12.05. The Congregation Council shall be responsible for the financial and
property matters of this congregation.
a. The Congregation Council shall be the board of [trustees]
[directors] of this congregation, and as such shall be responsible
for maintaining and protecting its property and the management of

(08-09) MODEL CONSTITUTION FOR CONGREGATIONS / 23


its business and fiscal affairs. It shall have the powers and be
subject to the obligations that pertain to such boards under the
laws of the State of , except as otherwise
provided herein.
b. The Congregation Council shall not have the authority to buy, sell,
or encumber real property unless specifically authorized to do so
by a meeting of the congregation.
c. The Congregation Council may enter into contracts of up to
$ for items not included in the budget.
d. The Congregation Council shall prepare an annual budget for
adoption by this congregation, shall supervise the expenditure of
funds in accordance therewith following its adoption, and may
incur obligations of more than $ in excess of the
anticipated receipts only after approval by a Congregation
Meeting. The budget shall include this congregation’s full
indicated share in support of the wider ministry being carried on in
partnership with the synod and churchwide organization.
e. The Congregation Council shall ascertain that the financial affairs
of this congregation are being conducted efficiently, giving
particular attention to the prompt payment of all obligations and to
the regular forwarding of benevolence monies to the synodical
treasurer.
f. The Congregation Council shall be responsible for this congrega-
tion’s investments and its total insurance program.
C12.06. The Congregation Council shall see that the provisions of this
constitution[,] [and] its bylaws[,][and the continuing resolutions] are
carried out.
C12.07. The Congregation Council shall provide for an annual review of the
membership roster.
C12.08. The Congregation Council shall be responsible for the employment and
supervision of the salaried lay workers of this congregation.
C12.09. The Congregation Council shall submit a comprehensive report to this
congregation at the annual meeting.
C12.11. The Congregation Council shall normally meet once a month. Special
meetings may be called by the pastor or the president, and shall be
called by the president at the request of at least one-half of its
members. Notice of each special meeting shall be given to all who are
entitled to be present.
C12.12. A quorum for the transaction of business shall consist of a majority of the
members of the Congregation Council, including the pastor or interim
pastor, except when the pastor or interim pastor requests or consents to be
absent and has given prior approval to the agenda for a particular regular
or special meeting, which shall be the only business considered at that
meeting. Chronic or repeated absence of the pastor or interim pastor who

24 / MODEL CONSTITUTION FOR CONGREGATIONS (08-09)


has refused approval of the agenda of a subsequent regular or special
meeting shall not preclude action by the Congregation Council, following
consultation with the synodical bishop.

Chapter 13.
CONGREGATION COMMITTEES
C13.01. The officers of this congregation and the pastor shall constitute the
Executive Committee.
C13.02. A Nominating Committee of six voting members of this congregation,
two of whom, if possible, shall be outgoing members of the
Congregation Council, shall be elected at the annual meeting for a term
of one year. Members of the Nominating Committee are not eligible
for consecutive reelection.
C13.03. An Audit Committee of three voting members shall be elected by the
Congregation Council. Audit Committee members shall not be
members of the Congregation Council. Term of office shall be three
years, with one member elected each year. Members shall be eligible
for reelection.
C13.04. A Mutual Ministry Committee (in the absence of a mutual ministry
committee, the duties shall be fulfilled by the executive committee)
shall be appointed jointly by the president [vice president3] and the
pastor. Term of office shall be two years, with three members to be
appointed each successive year.
C13.05. When a pastoral vacancy occurs, a Call Committee of six voting
members shall be elected by [this congregation] [the Congregation
Council]. Term of office will terminate upon installation of the newly
called pastor.
C13.06. Other committees of this congregation may be formed, as the need
arises, by decision of the Congregation Council.
C13.07. Duties of committees of this congregation shall be specified in the
[bylaws][continuing resolutions].
C13.08. The [senior] pastor of this congregation shall be ex officio a member of
all committees and boards of the congregation. [The president of this
congregation shall be ex officio a member of all committees and boards
of the congregation, except the Nominating Committee.]

Chapter 14.
ORGANIZATIONS WITHIN THE CONGREGATION
C14.01. All organizations within this congregation shall exist to aid it in

3
For use if the pastor is president of the congregation under two of the options in C11.02.

(08-09) MODEL CONSTITUTION FOR CONGREGATIONS / 25


ministering to the members of this congregation and to all persons who
can be reached with the Gospel of Christ. As outgrowths and
expressions of this congregation’s life, the organizations are subject to
its oversight and direction. This congregation at its meeting shall
determine their policies, guide their activities, and receive reports
concerning their membership, work, and finances.
C14.02. Special interest groups, other than those of the official organizations of
the Evangelical Lutheran Church in America, may be organized only
after authorization has been given by the Congregation Council [and
specified in a continuing resolution].

Chapter 15.
DISCIPLINE OF MEMBERS AND ADJUDICATION
*C15.01. Denial of the Christian faith as described in this constitution, conduct
grossly unbecoming a member of the Church of Christ, or persistent
trouble-making in this congregation are sufficient cause for discipline
of a member. Prior to disciplinary action, reconciliation will be
attempted following Matthew 18:15-17, proceeding through these
successive steps: a) private admonition by the pastor, b) admonition by
the pastor in the presence of two or three witnesses, and c) citation to
appear before the Congregation Council. If, for any reason, the pastor
is unable to administer the admonitions required by a. and b. hereof,
the president (if not the pastor) or vice president shall administer such
admonitions.
*C15.02. The process for discipline of a member of the congregation shall be
governed as prescribed by the chapter on discipline in the Constitution,
Bylaws, and Continuing Resolutions of the Evangelical Lutheran
Church in America. If discipline against a member proceeds beyond
counseling and admonition by the pastor, charges against the accused
member(s) that are specific and in writing shall be prepared by
member(s) of the congregation who shall sign the charges as the
accuser(s). The written charges shall be filed with the pastor, who
shall advise the Congregation Council of the need to issue a written
citation to the accused and the accusers that specifies the time and
place of the hearing before the Congregation Council. The written
charges shall accompany the written citation to the accused. The
written citation that specifies the time and place of the hearing before
the Congregation Council and requests the presence of a member
charged with the offense shall be sent at least ten days prior to the
meeting. If the member charged with the offense fails to appear at the
scheduled hearing, the Congregation Council may proceed with the
hearing and may pass judgment in the member’s absence.
*C15.03. Members of the Congregation Council who participate in the

26 / MODEL CONSTITUTION FOR CONGREGATIONS (08-09)


preparation of the written charges or who present evidence or
testimony in the hearing before the Congregation Council are
disqualified from voting upon the question of the guilt of the accused
member. Should the allegations be sustained by a two-thirds majority
vote of the members of the Congregation Council who are not
disqualified but who are present and voting, and renewed admonition
prove ineffectual, the council shall impose one of the following
disciplinary actions:
a. censure before the council or congregation;
b. suspension from membership for a definite period of time; or
c. exclusion from membership in this congregation.
Disciplinary actions b. and c. shall be delivered to the member in writing.
*C15.04. The member against whom disciplinary action has been taken by the
Congregation Council shall have the right to appeal the decision to the
Synod Council. Such right may not be abridged and the decision of the
Synod Council shall be final.
*C15.05. Disciplinary actions may be reconsidered and revoked by the Congre-
gation Council upon receipt of a) evidence that injustice has been done
or b) evidence of repentance and amendment.
*C15.06. For disciplinary actions in this congregation, “due process” shall be
observed as specified in 20.41.04. in the Constitution, Bylaws, and
Continuing Resolutions of the Evangelical Lutheran Church in America.
*C15.07. No member of a congregation shall be subject to discipline for
offenses that the Congregation Council has previously heard and
decided, unless so ordered by the Synod Council after an appeal.
*C15.10. Adjudication
*C15.11. When there is disagreement among factions within this congregation
on a substantive issue that cannot be resolved by the parties, members
of this congregation shall have access to the synodical bishop for
consultation after informing the chair of the Congregation Council of
their intent. If the consultation fails to resolve the issue(s), the
Consultation Committee of the synod shall consider the matter. If the
Consultation Committee of the synod shall fail to resolve the issue(s),
the matter shall be referred to the Synod Council, whose decision shall
be final.

Chapter 16.
BYLAWS
*C16.01. This congregation may adopt bylaws. No bylaw may conflict with this
constitution.
*C16.02. Bylaws may be adopted or amended at any legally called meeting of
this congregation with a quorum present by a majority vote of those

(08-09) MODEL CONSTITUTION FOR CONGREGATIONS / 27


voting members present and voting.
*C16.03. Changes to the bylaws may be proposed by any voting member
provided, however, that such additions or amendments be submitted in
writing to the Congregation Council at least 60 days before a regular or
special Congregation Meeting called for that purpose and that the
Congregation Council notify the congregation’s members by mail of
the proposal with the council’s recommendations at least 30 days in
advance of the Congregation Meeting.
*C16.04. Approved changes to the bylaws shall be sent by the secretary of this
congregation to the synod.

Chapter 17.
AMENDMENTS
*C17.01. Unless provision *C17.04. is applicable, those sections of this
constitution that are not required, in accord with the Model
Constitution for Congregations of the Evangelical Lutheran Church in
America, may be amended in the following manner. Amendments may
be proposed by at least voting members or by the
Congregation Council. Proposals must be filed in writing with the
Congregation Council 60 days before formal consideration by this
congregation at a regular or special Congregation Meeting called for
that purpose. The Congregation Council shall notify the congregation’s
members by mail of the proposal together with the council’s
recommendations at least 30 days in advance of the meeting.
*C17.02. An amendment to this constitution, proposed under *C17.01., shall:
a. be approved at a legally called Congregation Meeting according to
this constitution by a majority vote of those present and voting;
b. be ratified without change at the next annual meeting by a two-
thirds majority vote of those present and voting; and
c. have the effective date included in the resolution4 and noted in the
constitution.
*C17.03. Any amendments to this constitution that result from the processes
provided in *C17.01. and *C17.02. shall be sent by the secretary of
this congregation to the synod. The amendment shall become effective
within 120 days from the date of the receipt of the notice by the synod
unless the synod informs this congregation that the amendment is in
conflict with the constitution and bylaws of the Evangelical Lutheran
Church in America or the constitution of the (insert name of synod)
Synod of the ELCA.

4
Such an effective date must be stated in relation to the requirements of *C17.03. to allow time for
synodical review of the amendment.

28 / MODEL CONSTITUTION FOR CONGREGATIONS (08-09)


*C17.04. This constitution may be amended to bring any section into conformity
with a section or sections, either required or not required, of the Model
Constitution for Congregations of the Evangelical Lutheran Church in
America—as most recently amended by the Churchwide Assembly—
by a simple majority vote of those voting members present and voting
at any legally called meeting of the congregation without presentation
at a prior meeting of the congregation, provided that the Congregation
Council has submitted by mail notice to the congregation of such an
amendment or amendments, together with the council’s recom-
mendations, at least 30 days prior to the meeting. Upon the request of
______ voting members of the congregation, the Congregation
Council shall submit such notice. Following the adoption of an
amendment, the secretary of the congregation shall submit a copy
thereof to the synod. Such provisions shall become effective
immediately following a vote of approval.

Chapter 18.
CONTINUING RESOLUTIONS
*C18.01. The congregation in a legally called meeting or the Congregation Council
may enact continuing resolutions. Such continuing resolutions may not
conflict with the constitution or bylaws of this congregation.
*C18.02. Continuing resolutions shall be enacted or amended by a majority vote
of a meeting of the congregation or a two-thirds vote of all voting
members of the Congregation Council.

Chapter 19.
INDEMNIFICATION
*C19.01. Consistent with the provisions of the laws under which this
congregation is incorporated, this congregation may adopt provisions
providing indemnification for each person who, by reason of the fact
that such person is or was a Congregation Council member, officer,
employee, agent, or other member of any committee of this
congregation, was or is threatened to be made a party to any
threatened, pending, or completed civil, criminal, administrative,
arbitration, or investigative proceeding.

Chapter 20.
PARISH AUTHORIZATION
[* Required provisions when congregation is part of a parish]
*C20.01. This congregation may unite in partnership with one or more other

(08-09) MODEL CONSTITUTION FOR CONGREGATIONS / 29


congregations recognized by the synod named in *C6.01. to form a
parish. Except as provided in *C20.02. and *C20.03., a written
agreement, developed in consultation with the synod and approved by
the voting members of each congregation participating in the parish,
shall specify the powers and responsibilities that have been delegated
to a Parish Council.
*C20.02. Whenever a letter of call is being recommended for extension to an
ordained minister of the Evangelical Lutheran Church in America or a
candidate for the roster of ordained ministers who has been
recommended to the congregation by the synodical bishop to serve the
congregations of a parish, such letter of call shall be first approved by
a two-thirds vote at congregational meetings of each of the
congregations forming the parish. If any congregation of the parish
should fail to approve extending this call, the other congregation(s) in
the same parish shall have the right to terminate the parish
arrangement.
*C20.03. Any one of the congregations of a parish may terminate the call of a
pastor as provided in †S14.13.d. of the synodical constitution of the
synod named in *C6.01. In such case, the other congregation(s) in the
same parish shall have the right to terminate the parish arrangement.

*C20.04. Whenever a parish arrangement is terminated, the call of any rostered


person serving that parish is terminated. Should any congregation that
formerly was part of the parish arrangement desire to issue a new call
to that rostered person, it may do so in accordance with the call process
of this church.

30 / MODEL CONSTITUTION FOR CONGREGATIONS (08-09)

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