By-Laws for Old South Church

ARTICLE I

Name, Purpose and Polity


  • 1. Name. This Church shall be called Old South Church in Boston.
     
  •  2. Purpose . The avowed purpose of this Church shall be to worship God, to preach the gospel of Jesus Christ and to celebrate the Sacraments; to realize Christian fellowship and unity within this Church and the Church Universal; to render loving service towards mankind; and to strive for righteousness, Justice and peace.
     
  • 3. Polity. The government of this Church is vested in the members who, in accordance with the Congregational tradition, and in accordance with the provisions of these by-laws exercise the right of control in all its affairs.
     
  • 4. Diagram of Organization . The diagram of organization which is appended to these by-laws shall serve as a guide to the interrelationship of the components of the Church government created hereunder.

ARTICLE II

Confession and Covenant

 The Confession and Covenant by which this Church exists as a distinct body and which every member accepts is as follows:

     "I do now, in the presence of God, and before this assembly, give myself to God the Father as my chief good, to the Son of God as the Lord of my life, to the Holy Spirit of God as my Guide and Enabler. And I will share with this one God in His everlasting Covenant, by loving and living responsibly in communion with Him.

     And I do furthermore promise to walk with the membership in the church of Christ according to the orders and ordinances of the Gospel."

 ARTICLE III

Membership

  • 1. Qualification for Membership . The only qualification for membership in the Old South Church in Boston is that one be a follower of Jesus Christ sincerely desiring to be a part of His Church. Any person who shall be recommended by the Board of Ministers and Deacons as having met this qualification either upon baptism or confession of faith, or reaffirmation of faith, or presentation of letter of transfer from another church shall be received as a member of this Church.
     Persons with membership in another church in Boston may be received as members of this Church if the Board of Ministers and Deacons determine that such dual membership does not conflict with the obligations of membership in this Church.
     
  • 2. Associate Membership . Any person who is a member of a church in another community who does not wish to terminate that membership, or any person who for personal reasons wishes to participate in the life of the Old South Church in Boston without receiving the benefit of full membership may be received as an associate member upon the recommendation of the Board of Ministers and Deacons.

3. Obligations and Rights of Membership. The action of becoming a member or an associate member is one of covenanting with others to strive to live a Christian life, to share in the fellowship and the work of the Church, to attend the regular worship of the Church including the celebration of the Lord's Supper, to contribute to the financial support and Christian outreach of the Church and to nurture concern for one's fellow members and for one's fellow men.

 Each member and associate member accepts the Confession and the Covenant of the Church as that Confession and Covenant is set forth in Article II.

 Any member or associate member shall be eligible to vote at meetings of the Church Membership and shall be eligible for any elective or appointive office within the Church, except that associate members shall not be eligible to serve as Church Moderator, Treasurer or Clerk nor as a member of the Board of Ministers and Deacons, and the Board of Trustees, nor as a member of the Church Council.

 Notwithstanding any other provision of these by-laws, all matters incident to the calling, induction or dismissal of a minister shall be reserved to the membership; provided, however, that the Church Council shall determine all questions as to salaries and other emoluments to be provided the ministers.

 

  • 4. Inactive Membership . Any member whose whereabouts cannot be ascertained or who willfully neglects his obligations of membership as stated in Section 3 shall upon recommendation of the Board of Ministers and Deacons be transferred by the Clerk to the inactive roll and such member shall be informed of such action by the Clerk by the matting of a letter to the member's last-known address. At any time, by recommendation of the Board of Ministers and Deacons, such names shall be returned to the active roll by the Clerk. The Board of Ministers and Deacons shall review the roll of active members for such purpose annually. Persons remaining on the inactive list for more than three years shall be removed from the Church mailing list but only those inactive members shall be removed from the membership rolls who have died or whose withdrawal or resignation from membership has been reasonably ascertained.
     
  • 5. Termination of Membership . Any member who so desires will be issued a letter of transfer or a certificate of standing by the Clerk upon authorization from the Board of Ministers and Deacons. All letters of transfer or certificates of standing shall be addressed to specific churches and shall be valid for six months from the date of the letter. Any member who requests to be relieved from his Covenant obligations because of change of faith or for other reasons may have his request granted upon the recommendation of the ministerial staff. Any member may resign from membership by notifying the Clerk in writing of such resignation.

ARTICLE IV

Officers, Church Council Members, Deacons and Trustees

  • 1. Officers. The officers of the Church shall Consist of the Senior, Associate and Assistant Ministers, then in the service of the Church and also the Moderator, the Treasurer, the Clerk as elected by ballot of the Members at the Annual Meeting, and the historian, and such other officers as the Church Council may from time to time elect.
     
  • 2. Church Council . The Church Council shall consist of nine (9) members at large chosen by ballot of the Church Members at the annual meeting, the Moderator, the Clerk, and the Treasurer of the Church, a Trustee designated by the Board of Trustees, two (2) Deacons designated by the Board of Ministers and Deacons, and the Chairman or their designees of the nine Standing Committees referred to in Article IX. In addition, the Senior Minister and Associate Ministers shall serve as non-voting members of the Church Council.
     
  • 3. Board of Ministers and Deacons . The Board of Ministers and Deacons shall consist of six (6) male members of the Church and six (6) female members of the Church chosen by ballot of the Members at the Annual Meeting. In addition, the Senior Minister and Associate Ministers shall serve as nonvoting members of the Board of Ministers and Deacons.
     
  • 4. Board of Trustees . The Board of Trustees shall consist of five (5) Members of the Church chosen by ballot of the Members at the Annual Meeting,. In addition, the Senior Minister shall serve as a non-voting member of the Board of Trustees.
     
  • 5. Tenure.
     
    •  A. The Moderator, the Clerk, the Treasurer, the Chairmen of the Church Standing Committees, and the historian, and such other officers elected from time to time by the Church Council shall each hold office for one year and thereafter until their successors are chosen and qualified.
       
    •  B. The members of the Church Council elected at large shall each hold office for three (3) years and thereafter until their successors are chosen and qualified.
       
    •  C. The members of the Board of Ministers and Deacons shall each hold office for four (4) years and thereafter until their successors are chosen and qualified.
       
    •  D. The members of the Board of Trustees shall each hold office for five (5) years and thereafter until their successors are chosen and qualified.
       
    •  E. After serving one full term, a Deacon shall be ineligible for reelection until at least one year has lapsed, and after serving two full terms, a Trustee or Council member shall be ineligible for reelection until at least one year has lapsed.
       
    •  At the next Annual Meeting of the Church Membership following the meeting wherein these by-laws are adopted the terms of election shall be staggered as follows:
       
      •  (1) Three (3) Council Members at large shall be elected for three (3) years, three (3) shall be elected for two (2) years and three (3) for one (1) year.
         
      •  (2) Three (3) Deacons shall be elected for four (4) years, three (3) Deacons shall be elected for three (3) years, three (3) Deacons shall be elected for two (2) years, and three (3) Deacons shall be elected for one (1) year.
         
      •  (3) One (1) Trustee shall be elected for five (5) years, one (1) Trustee shall be elected for four (4) years, one (1) Trustee shall be elected for three (3) years, one (1) Trustee shall be elected for two (2) years and one (1) Trustee shall be elected for one (1) year
         
  •  6. Resignations. Any Officer, Council Member, Deacon, Trustee or Standing Committee Chairman may resign by giving written notice of his resignation to the Moderator, Clerk, or Council and his resignation shall become effective at the time specified therein.
     
  •  7. Vacancies. Vacancies on the Council, Board of Ministers and Deacons and Board of Trustees and any unexpired term of any officer or Standing Committee Chairman may be temporarily filled by a vote of the majority of the Members of the Church Council then in office until the next Annual Meeting of the Church Membership at which time such unexpired term shall be filled by such person as is chosen by a ballot of the Church Membership.

ARTICLE V

Officers -Responsibilities and Duties

  • 1. Ministers.
     
    •  A. Senior Minister. The Senior Minister shall be the spiritual leader and chief executive officer of the Church. He shall proclaim the Gospel through preaching, teaching, working with Church groups and committees, and through personal conversation. He shall supervise all services of worship, administer the Sacraments, show pastoral concern particularly for the sick and troubled, and share with people of the parish in a growing understanding of the Christian faith and its relevance to life situations. He shall look to the Board of Ministers and Deacons and the Church Council for advice and support in fulfilling these duties. He shall be a resource person for all Church groups in making the Church an effective servant to God's will. He shall make an annual report to the Church Membership.
       
    •  B. Associate Minister(s) and Assistant Minister(s). The Associate Minister(s) and/or Assistant Minister(s) shall work under the direction of the Senior Minister, in consultation with the Board of Ministers and Deacons, sharing in the ministerial duties of the parish. They shall make annual reports to the Church Membership.
       
  •  2. Moderator . The Moderator shall preside at all meetings of the Church Membership. He shall also serve as Chairman of the Church Council, and shall have general supervision over the activities of that body except as otherwise provided by the by-laws or as may be prescribed by the Church Council. The Vice Chairmen of the Church Council, if any, in the order of their election, unless otherwise determined by the Church Council, shall have and perform the powers and duties of the Moderator if absent or unable to act, and they shall have such other powers and duties as may from time to time be determined by the Church Council.
     
  • 3. Treasurer. The Treasurer, subject to the control and direction of the Council, shall have and perform such duties as may be prescribed in the by-laws or from time to time determined by the Council. He shall receive, hold, and disburse the current funds of the Church, and he may at the request of the Board of Ministers and Deacons, the Ministers, the Board of Trustees or any autonomous Church-related groups receive, hold and disburse funds, the title or control of which remains with them. He shall keep or cause to be maintained accurate books of account of all of the financial transactions of the Church charged to him. All assets of the Church in his custody shall be at all times Subject to the inspections and control of the Church Council. He shall make a financial report (audited by such person as the Church Council may designate) at the Annual Meeting of the Church Membership and he shall make such reports to the Church Council as the Church Council may from time to time request.
     The Assistant Treasurer, if any, shall exercise such of the powers of the Treasurer as may from time to time be determined by the Church Council. If required by the Church Council, the Treasurer and Assistant Treasurer shall at the Church's expense give bond to the Church for the faithful performance of their duties, in such form and amount, with such sureties, and to be held by such officer as the Church Council may determine.
     
  •  4.Clerk. The Clerk shall issue the notice of all meetings of the Church Membership and Church Council and shall keep a record of all such meetings. He shall see that a copy of the minutes of all meetings of the Church Membership and Church Council shall be placed on file and be accessible to all members. He shall have the custody of the record books of the Church with the addresses of all members of the Church including dates and modes of admission and termination of membership. He shall cooperate with the Ministers and Deacons in making an annual review of the membership rolls. He shall issue and receive letters of transfer for members. He shall keep a register of all baptisms, marriages and funeral services performed by the Ministers.
     
  • 5. Historian. The Historian shall have the custody of all manuscripts, historical records and literature, and similar historical material belonging to the Church; shall keep a record of all events in the history of the Church or relating to it which may be of interest for purposes of preservation; and shall be responsible for noting significant anniversaries in the history of the Church and calling them to the attention of the Church Council for purposes of observance. For these purposes, the Historian and the Church Clerk shall coordinate their Work in the keeping of the Church records.

ARTICLE VI

 Church Council Purpose and Powers

  • 1. Purpose . The Church Council shall exercise all the powers of the Church except as are required by law or these by-lass to be otherwise exercised. The Council is responsible for fostering the overall life of the Church; for the formulation and implementation of church policy; for establishing staff personnel policies; for promoting coordination of the activities of the various boards and organized groups of the Church; for promoting and encouraging channels of communication throughout the Church; for financial resource planning and allocation; for maintenance of properties and equipment; for periodic review of all Church functions; and for both short and long range planning. The Council, as the responsible body for the operation of the Church, shall be receptive to any expression of concern made by any member of the Church over any activity associated with the Church, and it shall insure that a proper disposition of such matters shall take place promptly. Upon request, it shall make full and prompt disclosures of its activities to the Membership at any properly called meeting of the Membership, in addition to its regular report to the annual meeting.
     
  • 2. Powers and Duties. Except as Otherwise provided for by these by-laws, the Church Council shall have the following powers to be exercised in furtherance of the purposes of the Church:
     
    •  A. It shall have power to make all such contracts and agreements in behalf of the Church, as it shall deem necessary for the achievement of its purposes.
       
    •  B. Except for the Ministers, and except as otherwise provided in these by-laws, it may employ, and at its pleasure remove, such persons and agents as it in its sole discretion may deem necessary for furthering the purposes of the Church.
       
    •  C. It shall determine the duties, in addition to those fixed by the by-laws, of all officers, agents, and servants of the Church, and the compensation, if any, to be paid them.
       
    •  E. It may accept and administer gifts, contributions or grants from any source.
       
    •  F. It may establish, engage, or assist organizations for the purposes of raising funds, such funds to be used for the benefit of the Church.
       
    •  G. It may buy, sell, lease as lessor or lessee, mortgage, encumber, exchange, or otherwise sell or deal in or with real or personal property, or any interest therein, of the Church held by it; provided that the action is approved by the Board of Trustees or by an affirmative vote of two-thirds of the Church's members in attendance or represented by signed proxy in writing at two meetings with an interval of at least six weeks.. A certificate executed by the Clerk of the Church stating that the sale, purchase or encumbrance of the real or personal property is consistent with the purposes of the Church and authorized under the by-laws of the Church shall be conclusive with respect to any third parties dealing with the Church.
       
    •  H. It may establish and may change from time to time such permanent and temporary committees and rules and regulations pertaining thereto as it deems appropriate to assist the Church in the conduct of its affairs.
       
    •  I. It shall approve all proposed and final budgets submitted to it by the Finance Committee, making such changes from time to time as it deems appropriate, and it may by a vote of two-thirds of the Council members present at a meeting vote to make special or supplementary appropriations, provided that such vote is not in conflict with the provisions ofARTICLE VIII, Paragraph 4, subparagraphs G and H.

 ARTICLE VII

 Board of Ministers and Deacons Structure and Duties

  • 1. Structure. Following the Annual Meeting of the Church Membership the retiring Senior Deacon shall call a meeting of the Board of Ministers and Deacons, and at such meeting the Deacons shall designate one of their members to serve as Senior Deacon, and they may elect such other officers as they deem necessary.
     
  •  2. Purpose. The Board of Deacons and Ministers shall promote the general religious life of the Church and shall counsel with the Ministers regarding the policies and practices with respect to worship services.
     
  • 3. Duties and Powers. In the furtherance of its purposes and not in limitation thereof, the Deacons shall have the following duties and powers:
     
    •  A. They shall assist the ministers in the preparation and administration of the sacraments of the Lord's Supper and Baptism.
       
    •  B. They shall counsel with the ministers regarding policies and practices in respect to worship services and the general religious life of the Church.
       
    •  C. They shall hold and administer the Ministers' and Deacons' Fund in the furtherance of the purposes of the Church, including the providing of confidential monetary assistance to needy members of the parish.
       
    •  D. They shall give or provide for counseling services to members of the Church.
       
    •  E. They shall arrange for confidential hearings, of problems involving ministers, staff members and/or members of the congregation and after consultation with the ministers take such action as they deem appropriate.
       
    •  F. They shall act on recommendations of candidates for Church membership presented by the ministers.
       
    •  G. Any member whose whereabouts cannot be ascertained or who willfully neglects his obligations of membership as stated in Section 3 shall upon recommendation of the Board of Ministers and Deacons be transferred by the Clerk to the inactive roll and such member shall be informed of such action by the Clerk by the mailings of a letter to the member's last-known address. At any time, by recommendation of the Board of Ministers and Deacons, such names shall be returned to the active roll by the Clerk. The Board of Ministers and Deacons shall review the roll of active members for such purpose annually. Persons remaining on the inactive list for more than three years shall be dropped from the Church mailing list, but only those members shall be dropped from the inactive membership roll who have died or whose withdrawal or resignation from membership has been reasonably ascertained. The names of persons being dropped from the inactive membership roll shall be posted in the Church vestibule for at least two (2) consecutive Sundays.
       
    •  H. They shall work for the recruitment of new members and participate in the effort to assist them to become incorporated into the life of the Church.
       
    •  I. They shall provide for the ushering activities at all public worship services and shall appoint the head Usher.
       
    •  J. They shall supplement the work of the Church's social workers, if any there be.
       
    •  K. They shall provide for the floral decorations of the altar and the hospitality before and after all worship services of the Church.

ARTICLE VIII

 Board of Trustees

  • 1. Structure. Following the Annual Meeting of the Church Membership the Board of Trustees shall meet and designate one of its members to serve as Chairman of the Board of Trustees.
     
  • 2. Purpose . The Board of Trustees shall hold and administer all of the real property of the Church and all of the personal property of the Church held by it as permanent endowment funds (excepting those funds held by the Board of Ministers and Deacons as referred to in Article VII), and the Board of Trustees shall through prudent action provide continuing financial support for the Church and its outreach.
     
  • 3. Duties. In addition to being charged with responsibility for all of the real estate holdings of the Church, including those holdings used for worship and church-related purposes, and in addition to be charged with the investment and reinvestment of the Church endowment, the Trustees shall have the following duties:
     
    •  A. They shall from time to time distribute the investment income from the Church real estate and endowment funds to the Treasurer of the Church as requested from time to time by the Church Council.
       
    •  B. They shall at each Annual Meeting of the Church Membership render a financial report, which report shall conform with regularly accepted accounting principles applicable to fiduciaries in this Commonwealth, and they shall render such further reports as the Church Council may request from time to time.
       
    •  C. The Trustees shall hold and administer any gifts, grants and Contributions made to the Board of Ministers and Deacons or made to any other church-related group which such Board or such other church-related group may from time to time vote to transfer to the Trustees, and the Trustees shall, if requested by the Board of Ministers and Deacons or by such other Church group, segregate such gifts, grants and contributions as a separate fund or funds, and they shall disburse such funds as the Board of Ministers and Deacons or such other Church group determine from time to time as necessary to effectuate the discharge of their functions.
       
    •  D. The Chairman of the Board of Trustees, or a Trustee designated by him, shall serve as a full voting member of the Church Council. The function of such Trustee shall be to foster communication between the Council and the Trustees and to coordinate the activities of the two groups in whatever ways may support the overall objectives of the Church and to make available to the Council the opinions and judgments of the Trustees on long range planning factors.
       
  • 4. Powers. In addition to those powers which are otherwise authorized by law, the Trustees shall have the following powers:
     
    •  A. They may from time to time expend the principal of the permanent endowment funds by distribution of the same to the Treasurer of the Church without being required to restore the principal so expended, provided, however, that the aggregate amount of principal which may be distributed in any one year shall be limited to an amount equal to the aggregate fair market value of the securities in the endowment fund at the end of the immediately preceding fiscal year less the aggregate fair market value of the securities in the endowment fund at the beginning of the said immediately preceding fiscal year. This section shall not limit the powers of the Trustees, acting Jointly with the Church Council, to expend principal of the endowment fund as provided as subparagraph G below.
       
    •  B. They may employ, and at their pleasure remove, such persons and agents as they in their sole discretion may deem necessary for furthering the purposes of the Board of Trustees.
       
    •  C. They may accept and administer gifts, contributions, or grants from any source and determine in their discretion whether such gifts, contributions or grants shall be added to the principal of the endowment fund or added to the income thereof to be used to pay operating expenses of the Church.
       
    •  D. They may borrow money on such terms as they deem proper and they may guarantee or assume the debts of others, as they deem advantageous or consistent with the purposes of the Church.
       
    •  E. After consultation with the Church Council. the Trustees may participate in fund raising and capital gift campaigns, and further they may establish, engage or assist organizations for the purpose of raising funds, such funds to be used for the benefit of the Church.
       
    •  F. They may buy, sell, lease as lessor or lessee, mortgage, encumber, exchange, or otherwise sell or deal in or with real or personal property, or any interest therein, of property held by them, provided, however, that the sale, purchase, encumbrance of any real property of the Church or the sale, purchase or encumbrance of substantially all of the personal property held by them shall require an affirmative vote of two-thirds of the Church Membership in attendance at a meeting called for that purpose. A certificate executed by the Clerk of the Church stating that the sale, purchase, or encumbrance of the real or personal property is consistent with the purposes of the Church and authorized under the By-Laws of the Church shall be conclusive with respect to any third parties dealing with the Board of Trustees and the Church.
       
    • G. The Church Council may by a vote of two-thirds of all its members then in office passed at a meeting called for that purpose direct that any permanent funds or other property in the care and custody of the Trustees be applied in such manner as the Council may specify but no such vote shall be effective if the Trustees do not concur nor if the proposed application would be in any manner inconsistent with the Trusts or other restrictions to which the property in question may be subject.
       
    •  H. The Church membership may, by a vote of two-thirds of its members, in attendance or represented by signed proxy in writing, at two meetings separated by an interval of at least six weeks, direct that any permanent funds or other property be applied in such manner as is consistent with the purposes of the Church but no such vote shall be effective if the proposed application would in any manner be inconsistent with the trusts or other restrictions to which the property in question may be subject.

 ARTICLE IX

 Standing Committees

  • The Standing Committees of the Church enumerated below shall have the following purposes, membership and duties.
     
  •  1. The Christian Education Committee
     
    •  A. Purpose. The Christian Education Committee shall provide programs which introduce and promote growth of persons into the life and mission of Christian faith for the development of a loving, caring relationship between persons in the home, church, community and the world.
       
    •  B. Membership. The Committee shall consist of a Chairman who shall be elected at the annual meeting of the Church Membership and three (3) or more persons elected for a one (1) year period from time to time by the Church Council. The ministers and such other staff members engaged to assist the Christian Education Committee in its function shall serve as non-voting members of the Committee.
       
    •  C. Duties. In the furtherance of its purposes and not in limitation thereof, the Christian Education Committee shall have the following duties and powers:
       
      •  (1) It shall sponsor and promote adult education programs with the Church.
         
      •  (2) It shall control, through its agents, the activities of the Sunday School, the Tuesday-Thursday School, other weekday religious education, Confirmation education and teaching training programs operated with the Church.
         
      •  (3) It may, with the approval of the Church Council, engage a Director of Christian Education and such other personnel as may be necessary to assist the Committee in the discharge of its function.
         
      •  (4) It shall maintain the Church Library.
         
      •  (5) It shall render a proposed budget of its projected expenses to the Finance Committee at such time as designated by the Chairman of the Finance Committee.
         
      •  (6) It shall render a report to the Church Membership at the annual meeting and it shall render such further reports as the Church Council may from time to time request.
         
  •  2. The Christian Outreach Committee
     
    •  A. Purpose. The Christian Outreach Committee shall encourage the membership of the Church, individually and collectively, to contribute human and financial resources to the Church's Mission to the local, national and international communities.
       
    •  B. Membership. The Committee shall consist of a Chairman who shall be elected at the annual meeting of the Church Membership and three (3) or more persons elected for a one (1) year period from time to time by the Church Council. The Ministers and such other persons engaged to assist The Christian Outreach Committee in its function shall serve as non-voting members of the Committee.
       
    •  C. Duties. In the furtherance of its purposes and not in limitation thereof, The Christian Outreach Committee shall have the following duties and powers:
       
      •  (1) It shall promote and support the Christian Mission of the Church through denominational and ecumenical projects and other appropriate programs. Such support, subject to such rules and limitations as may be established by the Church Council or the Church membership, may be given from time to time through the writing of letters, attending legislative hearing, asserting moral positions on political issues, the disseminating of information of social and Christian significance, and the collecting of signatures on petitions.
         
      •  (2) It shall review and evaluate outreach opportunities and make recommendations to the Church membership and Council regarding the same.
         
      •  (3) It shall recommend programs to the Church Council which may be undertaken by the Church membership in accomplishing the purposes of the Committee on the local, national and international levels.
         
      •  (4) It shall recommend to the Church Council channels for the benevolent giving of the Church and shall annually at such time as is designated by the Chairman of the Finance Committee submit to the Finance Committee a proposed budget for the benevolent giving of the Church.
         
      •  (5) It may, with the consent of the Church Council, conduct special mission fund drives within the Church.
         
      •  (6) It shall receive reports from the delegates to the Metropolitan Boston Association and the Massachusetts Conference of the United Church of Christ.
         
      •  (7) It shall submit a report at the annual meeting of the Church membership describing the total outreach of the Church and its related organizations to the local, national and international community.
         
  • 3. The Operations Committee
     
    •  A. Purpose. The Operations Committee shall provide for the maintenance and operations of the sanctuary and appurtenances thereto, and the parish house; the maintenance of the parsonages; the engagement of the Sexton and his assistants; the management of the food services; and the employment of secretaries or Other non-professional staff of the Church.
       
    •  B. Membership. The Committee shall consist of a Chairman who shall be elected at the annual meeting of the Church Membership and six (6) or more persons elected for a one (1) year period from time to time by the Church Council. The Ministers shall serve as non-voting members of the Committee.
       
    •  C. Duties. In the furtherance of its purposes and not in limitation thereof, the Operations Committee shall have the following duties and powers:
       
      •  (1) It shall appoint the Sexton and may in consultation with the Ministers and Church Council engage such assistants for him as may be necessary to provide for the routine maintenance of the Church property.
         
      •  (2) It shall arrange for the maintenance and upkeep of the meeting house, the parish house and parsonages, including the contents thereof (other than those articles the care of which is charged to the Board of Ministers and Deacons).
         
      •  (3) It shall, in consultation with the Ministers and with the approval of the Church Council, from time to time engage a Director of Food Service and his or her assistants, if any there be.
         
      •  (4) It shall, in consultation with the Ministers and with the approval of the Church Council, from time to time engage such secretarial and other nonprofessional personnel as may be necessary to support the work of the Ministers, Clerk, Council, Board of Ministers and Deacons, Church committees and Church related groups involved in the programs of the Church.
         
      •  (5) It shall at least annually reviews the salaries and benefits of Church non-professional staff members enumerated in this section and shall recommend suitable adjustments in compensation and benefits to the Finance Committee.
         
      •  (6) It may counsel with the Ministers and staff members referred to in this Section regarding the personnel policies and procedures of the Church as they may relate to this Committee.
         
      •  (7) It shall annually at such time as is designated by the Chairman of the Church Council submit a proposed budget to the Finance Committee detailing the anticipated expenses (1) of maintaining the meeting house, the parish house, the parsonages, (2) of providing the food services and (3) of providing the non-professional personnel to the Church.
         
      •  (8) It shall render a report at the annual meeting of the Church Membership, and it shall render such further reports as the Church Council may from time to time request.
         
      •  (9) It shall with the approval of the Church Council approve of the use of church facilities by community groups.
         
  •  4. The Young Adult Committee
     
    •  A. Purpose. The Young Adult Committee shall provide a broad range of activities to encourage personal growth and the development of a sense of Christian community for college students and employed young adults.
       
    •  B. Membership. The Committee shall consist of a Chairman who shall be elected at the annual meeting of the Church Membership and three (3) or more persons elected for a one (1) year period from time to tire by the Church Council. The Ministers shall serve as non-voting members of the Committee.
       
    •  C. Duties. In the furtherance of its purposes and not in limitation thereof, the Young Adult Committee shall have the following duties and powers:
       
      •  (1) It shall promote the cause of Christian fellowship through social and athletic activities among the younger members of the Church.
         
      •  (2) It shall encourage the youth of the Church to become more integrated into the life of the Church through civic and charitable activities.
         
      •  (3) It may annually at such time as is designated by the Chairman of the Finance Committee Submit a proposed budget of its expenses to the Finance Committee of the Church.
         
      •  (4) It shall render a report at the annual meeting of the Church Membership, and it shall render such further reports as the Church Council may from time to time request.
         
  • 5. The Committee on Religion and the Arts
     
    •  A. Purpose. The Committee on Religion and the Arts shall provide program opportunities for the Old South parish and the community in the visual and performing arts; it shall encourage the study of art history as related to religion, and it shall stimulate individuals in the development of their artistic skills.
       
    •  B. Membership. The Committee shall consist of a Chairman who shall be elected at the annual meeting of the Church Membership and three (3) or more persons elected for a one (1) year period from time to time by the Church Council. The Ministers shall serve as non-voting members of the Committee.
       
    •  C. Duties. In the furtherance of its purposes and not in limitation thereof the Committee on Religion and the Arts shall have the following duties and powers:
       
      •  (1) It may at such time as is designated by the Chairman of the Finance Committee submit a proposed budget of its anticipated expenses to the Finance Committee.
         
      •  (2) It shall render a report at the annual meeting of the Church Membership and it shall render such further reports as the Church Council may from time to time request.
         
  • 6. The Music Committee
     
    •  A. Purpose. The Music Committee shall implement the Ministry of Music in the Church.
       
    •  B. Membership. The Committee shall consist of a Chairman who shall be elected at the annual meeting of the Church Membership, two (2) persons elected from time to time by the Board of ministers and Deacons for a one (1) year period and two (2) persons elected from time to time by the Church Council for a one (1) year period. The ministers shall serve as non-voting members of the Committee.
       
    •  C. Duties. In the furtherance of its purposes and not in limitation thereof, the Music Committee shall have the following duties and powers:
       
      •  (1) It shall work in close coordination with the Christian Education Committee and the Board of Ministers and Deacons in the development of the ministry of music of the Church.
         
      •  (2) It shall, in consultation with the Board of Ministers and Deacons and with the approval of the Church Council, from time to time engage music directors and such other personnel as may be required for the carrying out of the music program of the Church.
         
      •  (3) It shall be responsible for the control and normal maintenance of all musical instruments in the Church, the choir robes and the music library.
         
      •  (4) It may, with the approval of the Church Council, arrange for the repair and replacement of musical instruments in the Church.
         
      •  (5) In consultation with the music director, if any, and the Board of Ministers and Deacons it shall at such time as is designated by the Chairman of the Finance Committee submit a proposed budget of its projected expenses to the Finance Committee.
         
      •  (6) It shall render a report at the annual meeting of the Church Membership, and it shall render such further reports as the Church Council may from time to time request.
         
  • 7. The Publications Committee
     
    •  A. Purpose. The Publications Committee in consultation with the Ministers, shall through the dissemination of printed material inform the Church members and the public of the activities and services provided by the Church.
       
    •  B. Membership. The Committee shall consist of a Chairman who shall be elected at the annual meeting of the Church Membership and three (3) or more persons elected from time to time by the Church Council for a one (1) year term. The Ministers shall serve as non-voting members of the Committee.
       
    •  C. Duties. In the furtherance of its purposes and not in limitation thereof, the Publications Committee shall have the following duties and powers:
       
      •  (1) It may evaluate and analyze methods for gathering information from the Ministers, the governing bodies within the Church, Church Committees and related organizations and the membership and it may propose methods of disseminating this information to the parish and community in order to provide broad coverage of the Church's objectives and programs.
         
      •  (2) Except for the preparation of the weekly church bulletin which shall be the responsibility of the Ministers, it shall be responsible for the editing, printing, broadcasting, and distribution of all periodic reports and news releases emanating from the Church.
         
      •  (3) It shall recommend to the Leadership Committee such person or persons who may be qualified to serve as editor of the monthly church news letter and such editor, if any there be, shall be elected for a one (1) year term at the annual meeting of the Church Membership.
         
      •  (4) It shall, at such time as is designated by the Chairman of the Finance Committee, submit a proposed budget of its anticipated expenses to the Finance Committee.
         
      •  (5) It shall render a report at the annual meeting of the Church Membership, and it shall render such further reports as the Church Council may from time to time request.
         
  •  8. The Leadership Committee
     
    •  A. Purpose. The Leadership Committee shall serve as the nominating committee of all offices to be filled by a vote of the members at the annual meeting, and to be filled by a vote of the Council, and it shall promote the most effective use of human resources within the Church. It shall, through continuous contact with the Ministers, the governing bodies of the Church, its Committees, Church related groups and the Membership of the Church, endeavor to maintain files on persons within the Church, who, because of their interests, training, and commitment to the life of the Church, be qualified and willing to work smith the lay groups within the Church.
       
    •  B. Membership. The Committee shall consist of a Chairman who shall be elected at the annual meeting or the Church Membership and rho shall serve for three (3) years, and six (6) persons selected as follows:
       
      •  (1) The incumbent Chairman of the Board of Trustees, or a trustee designated by him, shall serve as a member of the Committee; provided, however, that a Trustee who has served for three consecutive years on the Committee shall be ineligible to serve until a one-year interval has lapsed following the conclusion of his or her third year on the Leadership Committee.
         
      •  (2) Two (2) Deacons, consisting of the incumbent Chairman of the Board of Ministers and Deacons and a Deacon or Deacons designated by the Chairman, shall serve as members of the Committee; provided, however, that a Deacon who has served on the Committee for three Connective years shall be ineligible to serve until a one-year interval has lapsed following the conclusion of his or her third year on the Leadership Committee.
         
      •  (3) Three (3) persons shall be elected by the Church Council to serve on the Committee for a term of three (3) years.
         
      •  (4) At the meeting of the Church Council following the meeting wherein these by-laws are adopted wherein the members of the Leadership Committee are elected, the terms of election shall be staggered as follows: one person shall be elected for a three (3) year term, one person shall be elected for a two (2) year term and one (1) person shall be elected for a one (1) year term.
         
      •  The Ministers shall serve as non-voting members of the Committee.
         
    •  C. Duties. In the furtherance of its purposes and not in limitation thereof, the Leadership Committee shall have the following duties and powers:
       
      •  (1) It shall, at the Annual fleeting of the Church Membership, present and place into nomination the names of persons to be considered for election to those positions required by these by-laws to be filled at the Annual Meeting of the Church Membership. The names of such persons to be nominated by the Leadership Committee shall be posted in the main vestibule of the Church sanctuary at least twenty-one (21) days prior to the date of the Annual fleeting.
         
      •  Nominations may be made from the floor at the Annual fleeting of the Church Membership, provided that a written notice signed by at least five (5) Members has been posted in the Church vestibule at least fourteen (14) days before the meeting advising the membership that such nomination is to be made at the meeting. This notice requirement may be from time to time waived by a vote of two-thirds of those members in attendance at the Annual fleeting upon the motion of the Chairman of the Leadership Committee.
         
      •  (2) It shall, on a continuous basis, solicit from the Ministers, the governing bodies of the Church, its Committees and related groups and from the Church membership the names of persons who should be actively recruited into the work of the Church because they have the capacity to develop into responsible and effective parish leaders and it shall maintain files setting forth the names of such members, their particular interests and skills, and such further information as may be useful to the Church.
         
      •  (3) It shall nominate delegates to the Metropolitan Boston Association and the Massachusetts Conference of the United Church of Christ.
         
      •  (4) It shall submit a report at the Annual Meeting of the Church Membership.
         
  • 9. The Finance Committee
     
    •  A. Purpose. The Finance Committee shall, after consultation with the groups within the Church, at such time as is designated by the Church Council, present to the Council a proposed annual budget, and it shall provide leadership in assuring the continual financial health of the Church.
       
    •  B. Membership. The Committee shall consist of a Chairman who shall be elected at the annual meeting of the Church Membership and six (6) persons elected for a two (2) year period from time to time by the Church Council. The Ministers shall service as non-voting members of the Committee.
       
    •  At the meeting of the Council following the adoption of these by-laws wherein the Council is electing the members of the Finance Committee, the election shall be staggered as follows: three (3) members shall be elected for a two (2) year term and three (3) members shall be elected for a one (1) year term.
       
    •  C. Duties. In the furtherance of its purposes and not in limitation thereof, the finance Committee shall have the following duties and powers:
       
      •  (1) It shall, after consultation with the Church Council, the Board of Ministers and Deacons, the Board of Trustees, the Standing Committees of the Church, and such other persons or groups within the Church as may be appropriate, submit at such time as is designated by the Church Council, interim and annual budgets to the Church Council for its approval.
         
      •  (2) It shall request proposed budgets from the Standing Committees within the Church at such time as the Chairman of the Committee deems appropriate.
         
      •  (3) It shall, at least annually, review the compensation and benefits paid to the clergy and other professional staff members not falling within the scope of the Standing Committees, and it shall make recommendations with respect to levels of compensation and benefits to the Church Council.
         
      •  (4) It shall, annually or in its discretion more often, conduct fund raising drives and otherwise solicit and canvass financial support of the Church Membership and others concerned with the life of the Church, and it shall coordinate the activities of any Ad Hoc Committees created for that purpose by the Church Council.
         
      •  (5) In addition to the rendering of its budget reports, it shall render such further reports as the Church Council may from time to time request.

 ARTICLE X

 Meetings

  • 1. Place and Time for the Annual Meeting of the Church Membership . The Annual Meeting of the Church Membership shall be held at a time and place designated by the Church Council.
     
  • 2. Meetings of the Church Council . Regular meetings of the Council shall be held once each month except as the Council shall otherwise order.
     
  • 3. Meetings of the Board of Ministers and Deacons. Meetings of the Board of Ministers and Deacons shall be held at least quarter-annually at such time and place designated by the Senior Deacon.
     
  •  4. Meetings of the Board of Trustees. Meetings of the Board of Trustees shall be held at least semi-annually at such time and place as is designated by the Chairman of the Board of Trustees.
     
  • 5. Meetings of the Standing Committees. Meetings of the Standing Committees shall be held as often and at such time and place as shall be designated by the Chairman of each such Standing Committee.
     
  • 6. Special Meetings.
     
    •  A. Members. Special meetings of the members may be called by the Chairman of the Council, or by one-third of the members of the Church Council or upon written application of fifteen or more members entitled to vote at the annual meeting
       
    •  B. Council. Special meetings of the Church Council may be called by the Chairman of the Council or upon written application of three or more members of the Council.
       
    •  C. Trustees. Special meetings of the Trustees may be called by the Chairman of the Board of Trustees or upon written application of two or more Trustees.
       
    •  D. Deacons. Special meetings of the Board of Ministers and Deacons may be called by the Senior Deacon, or upon the written application of two deacons.
       
  • 7. Notice of Meetings.
     
    •  A. Members. A notice of every meeting of members stating, the place, day and hour thereof, and the purpose for which the meeting is called shall be given by the Clerk or other person calling the meeting to each member entitled to vote thereat by publication in the Church Bulletin or any other publication circulated among the members, and by posting in the vestibule of the Church Sanctuary at least ten (10) days before the meeting.
       
    •  B. Deacons and Trustees. Notice of all regular or special meetings of the Board of Ministers and Deacons and all regular or special meetings of the Board of Trustees may be given orally, by telephone, telegraph, or in writings and notice given in time to enable the Deacons or Trustees, as the case may be, to attend, or, in any case, notice sent by mail or telegraph to a Deacon's or Trustee's residence, at least three days before the meeting shall be sufficient.
       
    •  C. Council. A written notice of every meeting of the Church Council stating the place, day and hour thereof shall be given by the Clerk or by the Secretary of the Council, if any there be, or other person calling the meeting at least seven (7) days before the meetings to each Council member entitled to vote thereat by mailing it to his or her address as it appears upon the Church records.
       
    •  Any meetings of the Council shall be a legal meeting without notice if each Council member, by a writing filed with the records of the meeting, waives such notice.

 Every Council member who attends a meeting and every absent Council member who shall file before or after the meeting a written waiver of notice of such meeting with the records of the meeting or who shall sign such records, shall be deemed to have been duly notified of such meeting.

 

  • 8. Quorum Requirements.
     
    •  A. Members. At all meetings of the Church Membership, twenty-five (25) of the members of the Church entitled to vote shall constitute a quorum.
       
    •  B. Council. At all meetings of the Church Council, one-third of the Council Members then in office and entitled to vote shall constitute a quorum.
       
    •  C. Deacons. At all meetings of the Board of Ministers and Deacons, one-third of the aggregate number of Deacons then in office shall constitute a quorum.
       
    •  D. Trustees. At all meetings of the Board of Trustees, three Trustees shall constitute a quorum.
       
  • 9. Proxies. Vote by proxy shall be permitted only at meetings of the Church Membership. No Proxy which is dated more than thirty (30) days before the meeting named therein shall be accepted. Proxies need not be sealed or attested.
     
  •  10. Robert's Rules. All meetings of the Membership, the Church Council, the Board of Ministers and Deacons, and the Board of Trustees shall be governed by the current edition of Robert's Rules of Order, as amended from time to time, insofar as said Rules are not in conflict with these By-Laws, or in conflict with any special parliamentary rules adopted by the above groups.
     
  • 11. Meetings-Policy. It shall be the policy of this Church that insofar as practicable all meetings of the Board of Trustees, Board of Ministers and Deacons, the Church Council, and Standing Committees shall be open to any member or associate member of the Church.

 ARTICLE XI

 Miscellaneous Provisions

  • 1. Fiscal Year . Unless otherwise determined by the Council from time to time, the fiscal year of the Church shall be the period ending December 31 of each year.
     
  • 2. Seal. The corporate seal of this Church shall consist of two concentric circles. The words "Old South Church in Boston" being inscribed between the two circles and the words "Organized in 1669 Incorporated 1940" within the inner circle.
     
  • 3. Execution of Instruments. Negotiable paper shall be signed, endorsed or accepted by the Treasurer, or by any other officer authorized by the Council, and shall be countersigned if and as the Council determines. The Council may from time to time designate the person or persons who shall sign, Countersign, endorse, or accent such negotiable paper in the absence of other persons exercising authority hereunder and who shall execute on behalf of the Church contracts, deeds and other written instruments.
     
  •  4. Evidence of Authority . A certificate by the Clerk or temporary Clerk as to any action taken by the Members, Councilors, Trustees, or any officer or representative of the Church shall as to all persons who rely thereon in good faith be conclusive evidence of such action. The exercise of any power which by law or under these by-laws, or under any vote of the Members, Councilors, or of the Trustees, may be exercised in case of absence or any contingency and shall bind the Church in favor of any one relying thereon in good faith, whether or not the absence or contingency existed.

ARTICLE XII

 Amendments

 Any of these By-laws may be altered, amended, or repealed by vote of two-thirds of the Church members present or represented by signed proxy in writing at two meetings with an interval of at least six weeks, provided that the text of the proposed amendment or motion to repeal shall be stated in a written notice of the meeting mailed to each member of the Church and, provided further, (1) that said notice shall have been submitted to the Church Membership at least thirty (30) days preceding the date of such meeting, (2) that there has been at least one informational meeting of the Membership to discuss the proposed amendment ten (10) days prior to the date of the meeting wherein the Membership is to vote, and (3) that no amendment shall be adopted which conflicts with the provisions set forth in the Church's charter.