Our Constitution and Bylaws

Our Constitution Review Committee will be holding several forums during the year 2011 as they consider possible changes to our St. Paul's constitution. The text of the constitution is presented below, to provide easy access for members of St. Paul's who might like to participate in the upcoming discussions.

Constitution

Article I - Name

The name of this congregation shall be: St. Paul's Evangelical Church located at 9801 Olive Boulevard, City of Creve Coeur, St. Louis County, State of Missouri.

Article II - Affiliation

This congregation being a member of the Evangelical Free Church of America (hereafter referred to as the Evangelical Free Church) shall be subject to the constitution, laws and rules of the Evangelical Free Church unless otherwise stated in this Constitution and By-Laws.
The government of this congregation is vested in its members, who exercise the right of control in all its affairs, subject, however, to the laws of the State of Missouri.
The autonomy of this congregation is inherent and modifiable only by its own action. Nothing in the Constitution and the By-Laws of the Evangelical Free Church or any other church denomination or combination of denominations shall destroy or limit the right of this congregation to continue to operate in the way customary to it; nor shall it be construed as giving to the Evangelical Free Church now, or at any future time, the power to abridge or impair the autonomy of this congregation in the management of its own affairs, which affairs include, but are not limited to, the right to retain or adopt its own methods of organization, worship and education; to retain or secure its own charter and name, to adopt its own Constitution and By-Laws; to formulate its own covenants and confessions of faith; to call or dismiss its pastor(s) by such procedure as it shall determine; to acquire, own, manage and dispose of property and funds; to control its own benevolences; and to withdraw by its own decision from the Evangelical Free Church at any time without forfeiture of ownership or control of any real or personal property owned by it.

Article III - Purpose

The purpose of this congregation is and shall be the development of the Christian life of its members; the cultivation of the spirit of the Christian fellowship in the community; and the advancement of the Kingdom of God through loving service to all mankind. This purpose shall be in accordance with the doctrine set forth in this Constitution.

Article IV - Doctrine, Worship, Sacraments/Rites, Covenant

Doctrine: This congregation confesses as our sole Head, the Lord Jesus Christ, the Son of God and the Savior of us all. Furthermore, we acknowledge as brothers and sisters in Christ all who share in this Confession. We look to the Word of God in the Scriptures, and to the presence and power of the Holy Spirit, to prosper our creative and redemptive work in the world. We acknowledge the Holy Scriptures of the Old and New Testaments as the Word of God, the sole and infallible guide of faith and life. We accept the interpretation of the Holy Scriptures as given in the symbolic books of the Lutheran and Reformed Church, the most important being: The Augsburg Confession, Luther’s Catechism, the Heidelberg Catechism, and the Evangelical Catechism insofar as they agree. Where they disagree, this congregation adheres strictly to the passages of Holy Scripture bearing on the subject, and avails itself of the liberty of conscience prevailing in the Evangelical Free Church. In all cases, however, the final norm shall be the Word of God, the Holy Bible.
Worship: This congregation shall be allowed freedom of worship. Any form of worship spiritually meaningful to both congregation and pastors is acceptable.
Sacraments and Rites:
1. The Holy Sacraments of the Church instituted by Christ Himself are Holy Baptism and the Lord's Supper.
2. The Rites of the Church are Confirmation, Ordination, Consecration, Marriage and Burial.
Covenant: We covenant one with another to seek and respond to the Word and Will of God as we walk together in the ways of the Lord, made known and to be made known to us. We hold it to be the mission of the Church to witness to the Gospel of Jesus Christ in all the world, while worshiping God and striving for truth, justice and peace. As did our ancestors, we depend upon the Holy Spirit to lead and empower us. We pray for the coming of the Kingdom of God, which is the rule of God established in the hearts and lives of all people, and we look with faith toward the triumph of righteousness and eternal life.

Article V - Membership

Communicant membership in this congregation shall be granted to all persons upon their recognition of the spiritual obligations of the Christian life through:

Baptism and Confirmation or Reaffirmation of Faith, or
Baptism and Confession of Faith, or
Letter of transfer from a church of any recognized Christian denomination, and
Upon fulfillment of one of the above and the acceptance of this Constitution and the By-Laws as binding and regulating the affiliation of the member with the Church.

Article VI - Discipline

Every member is obligated to promote the welfare and good name of the congregation. If any member or members shall conduct themselves in a manner inconsistent with the Christian profession or shall flagrantly and openly violate the rules and regulations of the Church, discipline shall be exercised according to Matthew 18:15-17. Disciplinary action is the responsibility of the Church Council and the pastors. If offenders persistently refuse to hear the church, they shall be removed from the congregational membership until there be credible evidence of true repentance and reformation, and within such time they shall forfeit all rights to the privileges of this congregation.
Should any member have a complaint against the pastor(s) or an officer of the congregation, such complaint must be brought before the Church Council in writing (I Timothy 5:19) to settle all difficulties in a Christian manner. Should the complainant not be satisfied thereby he may then bring the complaint before a duly called meeting of the congregation.

Article VII - Administration

The supreme legislative and administrative power of the congregation is vested in the congregation itself, assembled in meeting duly and legally called, as provided in the By-Laws.
It is the prerogative of the congregational meeting to decide such questions as the buying and selling of real property, building projects, long-term agreements, the call and dismissal of the Senior Pastor, questions of policy of the congregation and changes in the Constitution and By-Laws. For the transaction of other business, the administration of the church is entrusted to the Church Council, chosen and composed as provided for in the By-Laws.
There shall be an administrative body known as the Church Council which shall consist of members of the church as provided for in the By-Laws. This body shall have such authority as is designated to it by the By-Laws.

Article VIII - Pastor(s)

The congregation shall elect a pastor(s) holding convictions and beliefs consistent with those set forth in this Constitution and By-Laws. The Senior Pastor shall be an ordained minister; all other pastor(s) must have adequate education, training, experience and required ministerial credentials for the position called.
When a pastoral vacancy occurs the Church Council shall appoint a Search Committee to seek candidates for the position of pastor. The Search Committee may seek counsel of the Placement Committee of the Evangelical Free Church. The Search Committee shall make recommendation to the Church Council. The Church Council shall nominate one candidate for the pastoral position, to be voted upon by the congregation. The congregation shall consider only one candidate at a time and vote by written ballot for or against the candidate's election. Only members present and entitled to vote have a right to cast their votes. The candidate is to be elected by a two-thirds majority of the voting members present, and for an indefinite period. If the candidate is elected, the Church Council shall then tender a call, according to the form prescribed by the Evangelical Free Church or chosen by the Church Council.
The congregation may call additional pastors as it deems necessary.

Article IX - Auxiliary Organizations and Boards

All of the auxiliary organizations, the Board of Christian Education, the Cemetery Board, and the Spiritual Council are subordinate to the Church Council and shall report to the congregation at the Annual Meeting.

Article X - Property

This congregation may, in its corporate name, sue and be sued, hold, purchase and receive title by gift, grant or other conveyance of and to any property, real or personal, with power to mortgage, sell or convey the same, providing the State laws permit. It is expressly understood that this provision includes among other property, real estate for church, educational, cemetery and parsonage purposes.
In case of a division in the membership of the congregation, parties shall submit the question of the right to the property to the Evangelical Free Church or another arbitration panel as selected by the Church Council, and the decision of said judiciary shall be binding on all members of the congregation. In the case of a dissolution of the congregation, disposition of the property shall be arranged for by the congregation as provided in the By-Laws. Should the congregation be unable to dispose of the property, title to the property shall rest in the Evangelical Free Church.

Article XI - Amendments

Proposed additions and alterations to this Constitution shall be referred to the Church Council, which shall consider the same and report at the next duly called meeting of the congregation. Revisions proposed by the Church Council shall be mailed to all members through the U.S. mail at least two (2) weeks prior to the meeting. In the meeting of the congregation, there may be no change in intent from that made available through the U.S. mail. Such revisions shall be adopted by at least two-thirds majority of the voting members present.
Proposed additions and alterations to the By-Laws shall be referred to the Church Council, which shall consider the same and report at the next duly called meeting of the congregation. Revisions proposed by the Church Council shall be mailed to all members through the U.S. mail at least two (2) weeks prior to the meeting. In the meeting of the congregation, changes in wording may be made to the proposed revisions which were made available through the U.S. mail, but only to those specific sections. Such revisions shall be adopted by a simple majority of the voting members present.

Bylaws

Article I – Obligations to the Evangelical Free Church of America

The congregation may be represented at all meetings of the Evangelical Free Church by delegates appointed by the Church Council. Travel expenses and registration fees of the pastor(s) and the delegate(s) representing the congregation shall be paid by the congregation when required.
As deemed appropriate, the congregation shall regularly contribute toward the support of the Evangelical Free Church.
The congregation, either through its pastor(s) or Church Council, shall make such reports to the Evangelical Free Church as may be required.
The official year of the congregation shall be from January 1 to December 31.

Article II – Admission of Members

Persons desiring to unite with this congregation shall first be interviewed by the pastor(s) as to their beliefs and qualifications as outlined in this Constitution and By-Laws.
All candidates for membership who have never been members of a Christian congregation shall receive instruction in the fundamentals of the Christian faith and life as deemed appropriate by the pastor(s).
Admission into membership shall be publicly confirmed at one of the regular Sunday services according to a ritual chosen by the Senior Pastor and approved by the Church Council. When admitted, all members shall be required to affix their names to the official membership record.

Article III - Privileges and Duties of Members

A. Privileges

All members are entitled to a full share in the fellowship and the spiritual blessings of the Church, and to the service of its pastor(s), Church Council, Spiritual Council and other workers, as well as to the Christian sympathy and support of all members.
All communicant members of this congregation are entitled to voice, vote and hold office unless otherwise stated in the Constitution or By-Laws.
The continuance of membership shall be subject to the principles of the Evangelical Free Church and to the principles stated in this Constitution and By-Laws. Exceptions to these are as follows:
1. Any member who desires a letter of transfer and recommendation to any other church is entitled to receive it upon request.
2. If a member requests to be released from the privileges and duties to this church, such a request shall be granted after appropriate pastoral care has been extended.

B. Duties

It is the duty of the members to take an active part in all functions of the church by: (a) attending divine worship as regularly as possible; (b) partaking of the Sacrament of Holy Communion as often as possible; (c) having their children baptized as soon as possible and instructed in the Christian faith, thus receiving the Rite of Confirmation; and (d) giving liberal support of time, talent and possessions towards the maintenance and benevolent programs of the church.

Article IV - Confirmation

Age and fitness for Confirmation shall be determined by the Senior Pastor and the Board of Christian Education. In general, however, it shall be desirable that on or before the day of confirmation, confirmands shall be thirteen (13) years of age.

Article V - Delinquencies and Dismissals

The Senior Pastor and the President of the Church Council shall review the church records annually. If a member shall neglect to partake of Holy Communion, or fail to contribute to the support of the church, or continuously absent himself from the public worship for one (1) year he shall be contacted regarding this delinquency. The Church Council shall direct that the member be contacted, personally when possible, and made aware of this delinquency. If after a second year there is no positive response, the Church Council shall formally notify the member by letter through the U.S. Mail that their membership shall be terminated sixty (60) days after date of postmark.
A delinquent member may be relieved of their obligations by the Church Council, until such time as they may be able to resume their obligations.
Members not in compliance with other articles of this Constitution and By -Laws may be subject to dismissal by vote of the Church Council.

Article VI - Administration

A. Congregational Meetings

The annual meeting of the congregation shall be held in the month of January of each year, on a date specified by the Church Council.
In the annual meeting: (a) all business can be transacted by the members present at the meeting with the exception of revisions to the Constitution and By-Laws, the election or dismissal of a pastor, decisions concerning building projects and decisions concerning the acquiring or sale of real property belonging to the congregation, unless specified in the call of the meeting; (b) Church Council members shall be elected; (c) reports shall be made regarding operations of the congregation and its organizations and (d) the members in attendance shall constitute a quorum.
Special meetings of the congregation may be called at any time, at the discretion and by the order of the Church Council, or upon a written petition signed by no less than ten (10) percent of the members, clearly setting forth the object of a proposed meeting. A meeting shall then occur within sixty (60) days of receipt of said petition on the subject of the petition. Only such business as has been mentioned in the call of the meeting may be transacted. The members present at such a meeting shall constitute a quorum.
Notice of the annual and special meetings of the congregation shall state the purpose, time and place of such meetings. Such notices shall be sent to all members through the U.S. Mail at least two (2) weeks prior thereof. In addition, it is desirable that such notices be announced in the regular worship services on two successive Sundays before such meetings.
A simple majority of votes cast shall be required to pass a motion, with the exception of election of a pastor, major capital improvements, or the sale or buying of real property, in which case two-thirds of the eligible votes cast shall be required. Voting shall be by voice or by a show of hands unless a simple majority of the voting members present favor a written ballot, or unless specified otherwise in this Constitution or By-Laws.
Robert's Rules of Order, Newly Revised shall be the parliamentary authority for all matters of procedures not specifically covered by this Constitution or By-Laws.

B. Church Council

The administration of the congregation is vested in the Church Council. The Council is to be composed of twelve (12) members.
The Council shall transact the business of the church, make provision for the preparation and raising of the budget for the congregation as well as for the apportionment of the church and other benevolent purposes, perform a financial review of accounts and make complete provision for the adequate support of the staff of workers. It shall keep a complete and accurate record of its proceedings, be the custodian of all congregational records, and report to the congregation at the annual and special congregational meetings. It shall arrange to submit any or all records to the Evangelical Free Church when the occasion requires or it is requested by the Evangelical Free Church.
As soon as possible after election the newly elected members of the Council shall be installed during a regular church service.
The Council shall elect its officers at its final meeting of the year. A President, Vice-President and Secretary shall be elected for a term of one (1) year, commencing with the first Council meeting of the following year.
Duties of the Officers:
1. The President is to see that all meetings of the congregation are regu larly called, to open and conduct such meetings, and to see to the exe cution of all resolutions. The President is empowered, with the Secretary, to sign all contracts, loans and deeds in the name of the conger gation. In case of balloting, when the vote is tied, the President shall cast the deciding vote.
2. The Vice-President shall preside at all meetings where the President is not present and also when business pertaining to the President and his administration is before the congregation.
3. The Secretary shall keep a record of all transactions at the meetings of the congregation and of the Council, issue the call to all regular meet ings at the request of the President and attend to all correspondence. The Secretary shall, with the President, sign all contracts, loans and deeds.
The Council shall meet at least once every month at a place and time convenient to the members for transaction of such business as may properly come before it. Special meetings are subject to the call of the President or Senior Pastor, proper notice having been given to all members of the Council by the same.
Seven (7) members of the Council shall constitute a quorum. A simple majority of those in attendance and voting shall be required to pass a motion.
The Council shall direct the Senior Pastor to keep a complete record of baptisms, confirmations, communicants, reception of new members, transfers, removal of names, marriages and deaths. All records shall be the property of the congregation. But, upon dissolution of the congregation its records shall become the property of the Evangelical Free Church.
The Council shall approve all bills for payment. At the Council’s direction, the Treasurer may be authorized by the Council to pay any: (a) recurring bills as they are presented for payment by the vendor or supplier or, (b) any bills below an amount established by the Council and which have been approved by the responsible committee head or the Pastor. An itemized listing of all disbursements shall be submitted to the Council as a part of the monthly report made by the Treasurer to the Council for their approval.
The Council shall, through its President, appoint such committees as it may find necessary to accomplish its work.
At its February meeting the Council shall appoint Board of Christian Education members, Cemetery Board members, and a Cemetery Superintendent in accordance with these By-Laws. At its January meeting the Council shall consider for approval the Spiritual Council candidates submitted to them in accordance with these By-Laws. The Council shall appoint a Treasurer in accordance with these By-Laws.
Election of the Council:
1. The election of the Council members shall take place at the annual meeting of the congregation and shall be by written ballot.
2. Eligible to be a candidate for the Council are those who have been a member of the congregation for at least three (3) years and have reached their twenty-first (21) birthday prior to the time of their elec tion. A paid staff member of St. Paul’s is not eligible.
3. Three (3) members shall be elected each year to serve a term of four (4) years. A Council member may serve one (1) term, after which the member must retire for at least one (1) year. The word "term" is def ined as an elected duration of any number of years.
4. Any vacancy occurring in the Council during the year shall be temporarily filled, until the next annual meeting, by appointment of the Council. Said appointment is to be made within thirty (30) days of the day the vacancy was created.
5. A vacancy of an unexpired term shall be filled following the election of the four (4) year terms. This vacancy shall be filled at the annual meet ing following occurrence of the vacancy. Candidates for the unexpired term(s) will be provided by the nominating committee and/or from the floor of the meeting. Should vacancies of different length occur, the three (3) year term(s) shall be elected first, followed by separate ballot ing for the two(2) year term(s), and then followed by separate balloting for the one (1) year term(s).
6. Each member in attendance is entitled to one vote per vacancy. Vot ing shall be non-cumulative, namely only one vote for a specific candidate.
7. A simple majority of votes cast by members present shall be required to elect. When multiple vacancies are filled on a single ballot, those candidates with the highest number of votes are elected, provided they have the required majority.
  For example: If there are 100 members voting and there are three (3) vacancies to fill on one (1) ballot [one (1) vote per candidate, three (3) votes per ballot], then a successful candidate must have at least fifty-one (51) votes. If four (4) candidates have at least fifty-one (51) votes for the three (3) vacancies, then the three (3) with the highest number of votes are elected.
  If a vacancy cannot be filled because a candidate did not receive a simple majority, as previously defined, then further balloting is required on those not receiving the simple majority.
  After two (2) consecutive ballots where no candidate receives the required majority, then the candidate with the lowest number of votes shall be dropped as a candidate and a new ballot taken. This process shall continue until all vacancies are filled.
At least three (3) months before the election, the Council shall appoint a Nominating Committee of at least three (3) members from the congregation at large. This committee shall submit to the Council at least one (1) month before the Annual Meeting one or more names for each vacancy on the Council. These names shall be made known to the congregation prior to the annual meeting and placed in nomination at the annual meeting of the congregation, with a period open for nominations from the floor before voting.
The president is an ex officio member of all committees of the church.
A Cabinet consisting of the Church Council and the presidents or leaders of the organizations of the congregation shall be formed to coordinate and promote the entire program of the church. It shall meet at least semi-annually and be subject to the call of the President of the Church Council or the Senior Pastor.

Article VII - The Pastor(s)

Note: Any reference to pastor in this article applies to any or all pastors on the church staff, except as noted.

The congregation has and reserves the right to elect its pastor, and this right shall never be delegated to individuals or to the Church Council. The candidate shall be elected in accordance with the Constitution. When a pastor has been elected, the Church Council shall tender the individual a call, according to the form prescribed by the Church Council or the Evangelical Free Church. The terms of the call shall be forwarded to the Evangelical Free Church (if required). Upon assumption of duties, the pastor(s) shall become a member of the congregation.
It shall be the duty of the pastor(s) to set a good example for the congregation and to conduct all services on Sundays, holidays and such other days as the congregation may desire, to direct the work of religious education, administer the holy sacraments, visit the sick, comfort the distressed and to perform all such duties as belong to the pastor's office in the Evangelical Free Church. The pastor(s) shall keep a record of all services performed and a report shall be made to the congregation at the annual meeting.
No other minister shall perform any religious ceremony in the church without the pastor's consent. To invite a speaker either during a temporary absence of the pastor or for special congregational occasions, the consent of both pastor and Church Council is necessary. Mutual agreement shall be reached between the Church Council and each pastor on the specific authority of each pastor regarding granting permission to a speaker or a minister to perform a religious ceremony.
The pastor's salary shall be sufficient to relieve him of temporal cares as far as possible and to preserve the dignity of his calling, subject, however, to the provisions of the contract between the pastor and congregation. Moving expenses, when required by the congregation, shall be borne in full by the congregation.
The pastor is a member of the Spiritual Council and is an ex officio member of the Church Council, Board of Christian Education, Cemetery Board and all organizations within the church. The pastor shall be elected for an indefinite period. In order for the pastor to terminate the relationship, three (3) months notice shall be given by the pastor, unless by mutual consent with the Church Council.
The pastor shall be elected for an indefinite period. In order for the pastor to terminate the relationship, three (3) months notice shall be given by the pastor, unless by mutual consent with the Church Council.
If the congregation desires to remove the Senior Pastor, it can be done only on three (3) months notice, and upon a resolution passed at a duly called congregational meeting, and clearly setting forth the reasons for such removal. A simple majority of the eligible members voting must be in favor of such removal. The vote shall be by written ballot.
Removal of a pastor other than the Senior Pastor can be done only upon recommendation of the Personnel Committee and then upon a vote of at least nine (9) Church Council members voting in favor of such removal. Three (3) months’ notice shall be required for such action.
A pastor other than the Senior Pastor may appeal their removal in accordance with Article VI, Section A.3 of these By-Laws. A vote of confidence by written ballot of two-thirds of the congregation will be required to retain the pastor.

Article VIII - Supply Pastor

Pastors not affiliated with the Evangelical Free Church shall be permitted to preach in our church only after the Church Council has given its consent. In case of absence or sickness on the part of the pastor(s), a supply pastor or a seminarian may be secured, and shall be paid out of the treasury of the congregation.

Article IX - Treasurer

The Treasurer is appointed by the Church Council for an indefinite period. This relationship may be terminated by either party with a minimum of sixty (60) days notice, or upon mutual consent. The treasurer shall have been a member of the congregation for at least three (3) years and have reached their twenty-fifth (25) birthday at the time of their appointment.
The Treasurer shall have charge of all monies of the congregation support, exclusive of the auxiliary organizations and boards. The Treasurer shall keep an accurate account of all receipts and disbursements, to pay out money on vouchers drawn by order of the Church Council as well as authorized bills.
The Treasurer shall make a monthly report to the Church Council and report to the congregation at the annual meeting. The books shall be open to inspection of the Church Council at any time.

Article X - Financial Review Committee

The Financial Review Committee, to be annually appointed by the Church Council, shall examine the books and records of the Treasurer, Board of Christian Education and Cemetery Board each year and shall submit their reports in writing to the congregation at its annual meeting. No member of the Church Council, paid staff member, or officer of the above named Boards may serve on the Financial Review Committee.

Article XI - Christian Education

It shall be the duty of the congregation to sponsor and support comprehensive Bible-based programs of Christian education that will be available to all ages.
1. Children’s & Family Ministry will serve all ages from birth through the 6th grade
2. Confirmation Ministry will serve youth in 7th and 8th grade
3. Youth Ministry will serve all ages from 6th grade through college age
4. Adult Ministry will serve all ages after high school
5. Each ministry shall have a team responsible for developing programs and carrying out the tasks of the ministry.
An eight-member Board of Christian Education shall be composed of two leaders from each of the four ministry teams, consisting of one staff member appointed by the Senior Pastor and one lay leader elected from within the ministry team. If a staff member has not been appointed, a lay leader will be nominated by the Senior Pastor and approved by the Church Council. The Board of Christian Education shall meet at least four times a year for the purpose of coordinating the four ministries for maximum impact. The Senior Pastor will lead these meetings.
Each ministry team shall document the purpose, rules and definitions governing the ministry for inclusion in the St. Paul’s Policies and Procedures Manual under the title “Educational Ministries”. This documentation will be reviewed by the Board of Christian Education and the Spiritual Council, and submitted to the Church Council for approval.
Each ministry team shall have an annual budget that is submitted to the Church Council for approval during the annual budget preparation.
Each ministry team shall make regular monthly reports to the Church Council, and report to the congregation at the Annual Meeting.
It shall be the duty of all Christian education ministries and programs to adhere to St. Paul’s Safe Child Policy, and all other policies (including facility use, personnel & financial) as established by the Church Council.

Article XII - Cemetery

A Cemetery Board, appointed by the Church Council, shall be responsible for the supervision of the cemetery. This Board shall consist of five (5) voting members [four (4) members appointed by the Church Council and the Cemetery Superintendent]. A non-voting member shall be appointed annually from the membership of the Church Council as a liaison between Church Council and Cemetery Board.
The Chairman, elected by the Board from among its membership, shall preside over all Board meetings.
The Vice-Chairman, elected by the Board from its membership, shall perform the duties as directed by the chairman, and preside over all meetings in the absence of the chairman.
The Recording Secretary shall be elected by the Board from its membership, and shall keep a record of all correspondence, and act as custodian for documents pertaining to the cemetery. Duplicate copies of all lot purchases and burial records for the calendar year shall be provided to the Senior Pastor by January 10 of the following year.
Trustee of Perpetual Care Fund:
1. Shall be elected by the Board from among its membership, and shall not be the Board Chairman or Cemetery Superintendent.
2. Shall be responsible for receiving and investing all Perpetual Care Funds. All investments are to be made with the advice and approval of the Board.
3. Shall forward all receipts from investments to the Operating Fund administered by the Cemetery Superintendent.
4. Shall report all transactions of the Perpetual Care Fund at the meet ings of the Board.
5. Shall make a report of all investments and receipts of the Fund at the annual meeting of the congregation.
Cemetery Superintendent:
1. The Church Council shall appoint a Cemetery Superintendent who shall be responsible to the Cemetery Board for the maintenance and operation of the cemetery. He shall be responsible for the sale of lots, securing payment for sale of lots, laying out of graves and perpetual care. He shall supervise any work done on the cemetery and be responsible for securing payment of any charges due St. Paul's Ceme tery. Any monies designated for the Perpetual Care Fund are to be turned over to the Trustee of the Fund. He shall make regular reports to the Board of all receipts and expenditures associated with the Oper ating Fund. He shall make a report at the annual meeting of the congregation.
2. The Cemetery Superintendent may not perform the duties of Chair man of the Board or Trustee of the Perpetual Care Fund.
3. The appointment of the Cemetery Superintendent shall be voted upon every three (3) years by the Church Council at their February meeting.
Only the Cemetery Superintendent, or his designee, shall give instructions for opening graves. All arrangements for burials in St. Paul's Cemetery must be made with the Cemetery Superintendent. The Superintendent must be provided with an official burial permit before burial may be made. The Superintendent may appoint someone, with the approval of the Cemetery Board, to act in his behalf on these specific matters.
Operation:
1. The operation of St. Paul's Cemetery shall be in accordance with rules and regulations established by the congregation, and in compliance with existing Missouri State Laws regulating operation of cemeteries.
2. All Board members and the Superintendent shall be members of the congregation.
3. Two (2) members shall be appointed to the Board by the Church Council at its February meeting each year for a two (2) year term, with the privilege of reappointment, to a maximum of five (5) terms. At the end of five (5) consecutive terms such persons shall not be eligible to serve on the Board until after the lapse of at least one (1) year.
4. In the event that a vacancy should occur on the Board, the Church Council shall appoint, within sixty (60) days of the vacancy, a person to fill the unexpired term.
5. Organization of the Board shall take place at the next meeting of the Board after the February Church Council meeting.
6. The Board shall meet at least two (2) times each calendar year. Special meetings are subject to the call of the Chairman of the Board or the pastor.
7. A simple majority of the members of the Board shall constitute a quorum. A simple majority of those in attendance and voting shall be required to pass a motion.

Article XIII - Spiritual Council

The Spiritual Council shall be responsible for watching over the congregation’s life and ministry in the Lord; for advising, counseling and assisting individual members and the congregation’s spiritual welfare and condition; and for advising, counseling and assisting the pastor(s) in their responsibilities through:
1. Guiding: Providing instructions concerning the Biblical tasks and responsibilities in carrying out the church’s God-given ministries.
2. Exhorting: Making known through teaching, preaching and other means, God’s mandate for the church, as revealed in the Scriptures.
3. Encouraging: Uplifting all in the fulfilling of God’s mandate that the church build itself on love.
4. Rebuking: Disciplining members of the church so that the church may conform to the image of Christ.
The Council is empowered to make decisions and take actions consistent with their responsibilities. When the consideration of spiritual matters also involves administration matters associated with the raising or appropriation of monies normally handled by the Church Council, these matters shall be referred to the Church Council for consideration and disposition.
Organization of the Council:
1. New lay members (Elders) for the Council are appointed by the Spiritual Council, approved by the Church Council and then approved by the congregation at the annual meeting, and are publicly ordained for life.
2. Eligible individuals to be members on the Council are those who have been a member of the congregation for at least three (3) years prior to the time of their approval by the congregation.
3. Two (2) members shall be appointed each year to serve a term of four (4) years. A Council member may serve one (1) term, after which the member must retire for at least one (1) year. The word "term" is defined as an appointed duration of any number of years.
4. Any vacancy occurring on the Council during the year shall be temporarily filled, until the next annual meeting of the congregation, by appointment of the Spiritual Council. Said appointment shall be made within ninety (90) days of the day the vacancy was created.
5. A vacancy of an unexpired term shall be filled for the remainder of that term at an annual meeting using the same procedure as that for the four (4) year term.
6. As soon as possible after their approval by the congregation, the newly approved members of the Council shall be consecrated during a regular church service.
The Spiritual Council is composed of eight (8) members (Elders) and the pastor(s).
The characteristics and qualifications for elders are based on the Holy Bible as stated in Titus and I Timothy, these being:
Above reproach, faithful to their spouse, temperate, self-controlled, respectable, hospitable, able to teach, not given to drunkenness, gentle, peacemaker, no love of money, manage over family well, has obedient children, mature Christian, good reputation, love what is good, upright, set apart from the world, disciplined, holds for Biblical truths, and teaches and uses Biblical truths.
The Senior Pastor shall serve as the presiding officer of the Council. In the absence of the Senior Pastor, another pastor of this church shall serve as the presiding officer. In the absence of all pastors, the members of the council shall elect one of their members to serve as temporary presiding officer of the Council.
The Council shall meet a minimum of six (6) times each year, at a place and time convenient to the members for transaction of such business as may properly come before it. Special meetings are subject to call of the presiding officer, proper notice having been given to all members of the Council by the same.
The presiding officer and five (5) members shall constitute a quorum. All decisions shall be by consensus.

Article XIV - Liability and Indemnification

St. Paul's Evangelical Church shall indemnify any person who is a party or who is threatened to be made a party to and pending or completed legal proceeding, of any nature, for the reason that he was serving in some capacity for St. Paul’s. This indemnification shall cover any and all expenses, including attorney fees or any monies paid in settlement or satisfaction of such legal proceeding, actually and reasonably incurred by the person in question. As a prerequisite to indemnification, the person must have acted in good faith and in a manner he reasonably believed to be in the best interests of St. Paul's.
In determining whether or not such person is guilty of negligence or misconduct in relation to any such matter, the Church Council or a committee appointed by the congregation, as the case shall be, may rely conclusively upon an opinion of independent legal counsel selected by the Church Council or the committee.

Note: Throughout this Constitution and By-Laws the masculine gender shall be deemed to include the feminine and the singular the plural, and vice versa, where the context permits.

"The grace of our Lord Jesus Christ and the love of God and the communion of the Holy Spirit be with us all." Amen.

Adopted January 27, 2008

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