Professional Documents
Culture Documents
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.
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
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.
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
24
25
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.
25
25
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:
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
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
ARTICLE III
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.
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.
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
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.
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.
A written ballot may not be revoked after its receipt by the corporation or its deposit in the mail, whichever occurs
first.
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;
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.
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
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.
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.
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.
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.
2. That the indemnification would be inconsistent with any condition expressly imposed by
a court in approving a settlement.
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
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.
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.
ARTICLE VII
Committees
(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.
ARTICLE VIII
Execution of Instruments, Deposits and Funds
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
(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
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
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
2009
Copies available from Augsburg Fortress, Publishers (1-800-328-4648)
DAVID D. SWARTLING
Secretary
Evangelical Lutheran Church in America
September 4, 2009
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
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
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;
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,
1
This provision is to be used in the constitutions of all congregations that formerly were a part of
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.
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.
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
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
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
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
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.
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
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
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.
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