South Dakota Conference -United Church of Christ

BY-LAWS
ARTICLES OF INCORPORATION

 

ARTICLES OF INCORPORATION


BYLAWS 
SOUTH DAKOTA CONFERENCE
UNITED CHURCH OF CHRIST

ARTICLE I 

MEMBERSHIP 

1. The following shall be deemed to be churches in good standing in the Conference, as provided in the Articles of Incorporation: Each of the local churches which consolidated and continued without break the ecclesiastical and legal identity of the Congregational Conference of South Dakota, the German Congregational Association of South Dakota; and the Dakota Synod of the Evangelical and Reformed Church; and such other churches as shall hereafter be received into and granted good standing in an Association of churches within the Conference itself. 

2. All ministers of the consolidating and continuing bodies of the church organizations described in Article I of the Articles of Incorporation and such other commissioned, licensed, or ordained ministers who are members in a local church in this Conference, as are hereafter received into and granted standing in the Conference in cooperation with the Association concerned shall be deemed members in good standing. 

3. Churches of the Conference are organized into the following Associations: 

(a) Black Hills, Dakota, Oahe, Prairie Lakes and Two Rivers. 

(b) Under the Constitution of the United Church of Christ, the boundaries of any new Association, and any adjustment of boundaries between Associations are to be determined by the Associations concerned with the approval of this Conference, and the future standing of Associations as bodies of the United Church of Christ is to be determined by this Conference. Nothing herein is intended to impair the autonomy of any Association in the management of its own affairs, but all such approvals and determination shall relate only to the standing of such Association as bodies of the United Church of Christ.

 

ARTICLE II 

VOTING 

1. Each local church which is a member in good standing in an Association of the Conference, shall be entitled to voting representation. Each such church shall be entitled to representation by two lay delegates, and by an additional lay delegate for each one hundred members or major fraction thereof, in excess of the first one hundred of its membership. The current Yearbook statistics shall be the basis for computing the number of delegates. All delegates shall be members of the churches they represent. Each such delegate shall have one vote in all meetings. Each local church shall determine the term of office of its delegates. 

2. All members of the Board of Directors, the Moderator, the Moderator Elect, the Secretary, the Assistant Secretary, and all commissioned, licensed, or ordained ministers who are members of a local church in this Conference, who are in good standing in the Conference shall be voting members at the Annual or special meetings of the Conference. 

3. Affiliated institutions of the Conference - Peterson Bahde Coleman Home, Dow Rummel Village, and such others as the Board of Directors may authorize may be represented by two voting delegates each. 

ARTICLE III 

MEETINGS 

1. The Conference shall meet annually at such time and place as the Conference or the Board of Directors may determine. 

2. Special meetings of the Conference may be called by the Board of Directors from time to time as it may determine, provided that the Board of Directors shall call a special meeting upon written request of (i) fifteen local churches or (ii) two Associations, which requests must state the reason for the proposed meeting. 

3. Notice of any Annual or special meeting shall be given by mailing notice of the time and place of such meeting and the purpose or purposes for which the same is called at least thirty days prior to the meeting, by first class mail, postage prepaid. Such notice shall be mailed to all local churches, commissioned, licensed, and ordained ministers, and affiliated institutions. 

4. At any Annual or special meeting of the Conference a quorum shall consist of one voting delegate from not less than twenty-five percent (25%) of the member churches.  A majority vote of those voting is necessary for approval of any matter or election of any person to office. 

5. Meetings of the Conference shall be conducted in accordance with Robert’s Rules of Order where not inconsistent with the Bylaws. 

6. The fiscal year of the Conference shall be January 1 through December 31. 

7. A parliamentarian for each meeting of the Conference shall be appointed by the Moderator. 

8.  The Board of Directors shall host an Emerging Ministries Summit at such a time and place as it determines and appoints task force participants.  The Emerging Ministries Summit shall be an annual gathering where people can connect their interests, discern directions, and prioritize ministries. 

ARTICLE IV 

OFFICERS AND THEIR DUTIES

 

1. THE MODERATOR shall be elected at the Annual Meeting for a term of one year. He/she may not succeed himself/herself He/she shall preside at meetings of the Conference, and the Annual Meeting Program Committee. The term shall begin immediately on the adjournment of the meeting at which elected. He/she shall be a member of the Board of Directors. 

2. THE MODERATOR ELECT shall be elected at the Annual Meeting for a term of one (1) year. He/she shall ordinarily succeed to the office of Moderator upon the completion of the term as Moderator Elect. He/she shall perform all the duties of the Moderator in the absence of Moderator. The term shall begin immediately on the adjournment of the meeting at which elected. The Moderator Elect shall be a member of the Board of Directors.

3. THE SECRETARY shall be elected at the Annual Meeting for a term of one year. The Secretary shall serve all meetings of the Conference and of the Board of Directors, but without vote at the latter. The term shall begin immediately on the adjournment of the meeting at which elected. No secretary shall serve more than six consecutive terms. 

4. THE ASSISTANT SECRETARY shall be elected at the Annual Meeting for a term of one year. The assistant Secretary shall assist the Secretary and shall perform all the duties of the Secretary in the absence of the Secretary. The term shall begin immediately on the adjournment of the meeting at which elected. No assistant secretary shall serve more than six consecutive terms. 

5. THE TREASURER shall be appointed by the Board of Directors. 

6. THE CONFERENCE MINISTER: The chief executive officer of the Conference shall be the Conference Minister. He/she shall be an ordained minister with full standing in the United Church of Christ.  He/she shall be nominated by the Board of Directors and elected by the Conference and installed by the Conference. The Conference Minister shall be a member of the Board of Directors without vote. 

 As chief executive officer of the Conference, the Conference Minister shall perform such duties as the Board of Directors may from time to time prescribe. 

In the event of his/her death, resignation, or inability to serve as determined by the Board of Directors, the Chairperson of the Board of Directors shall act as the chief executive officer and shall assume and delegate the duties of the Conference Minister until such vacancy is filled. 

7. OTHER STAFF: The Board of Directors, in consulting with the Conference Minister, shall appoint ministers of specialized areas of concern in such number and with such professional qualifications as are required to assist the Board of Directors, the Conference Minister and the Commissions in conducting the program and business of the Conference, and rendering service to its churches and Associations. 

8. TERMINATION: Relationship between the Conference and the Conference Minister or Conference staff may be terminated by either party with ninety-days notice, or by common consent. 

9. COMPENSATION: The compensation of the Conference Minister and all other members of the Conference Staff shall be determined by the Board of Directors and included in the budget annually for review by the Conference. 

10. CONCERNS AND GRIEVANCES: Concerns or grievances of churches or church members regarding the Conference, the Conference Board of Directors, or the Conference Staff shall be resolved in accordance with policies and procedures established by the Board of Directors. 

11. THE BOARD OF DIRECTORS: The Board of Directors shall be the governing body of the South Dakota Conference United Church of Christ in the time between Conference Meetings with power to manage, direct and conduct the affairs of the Conference; subject only to such limitations as may be imposed by the Articles of Incorporation, these Bylaws, or the Conference.  The Board of Directors shall employ such person it deems necessary for operation of the Conference and fix the terms and conditions of employment, subject only to those powers and prerogatives reserved to the Conference, by these Bylaws and the Articles of Incorporation.  

The voting membership of the Board of Directors shall be comprised of 12 Conference-elected members, 1 Association-elected member each from the Prairie Lakes, Oahe, Black Hills and Two Rivers Associations, 2 Association-elected members from the Dakota Association, the Conference Moderator and Moderator-elect, and any person whose local church membership is within the Conference and who is serving as a member of the Executive Council of the United Church of Christ.  Non-voting membership of the Board of Directors shall be comprised of the Conference Minister, the Secretary, the Assistant Secretary, and the Treasurer as Officers of the South Dakota Conference.

Directors shall have terms of three years, which terms shall be staggered so that approximately one-third of the directors are elected each year.  At least six directors shall be authorized ministers holding standing in the Conference.  No director may serve more than two consecutive three-year terms as a director, provided that any person appointed or elected to complete an unexpired term of less than three years may serve two full terms subsequent thereto. 

The Board of Directors shall elect is own officers and provide for its own rules of procedure and organization and may authorize an executive committee of its members to act on behalf of the Board with respect to such matters as may be delegated by resolution of the Board.  The Board shall meet not less than three times each year at such times and places it may determine.  Meetings of the Board shall be open to all members of the Conference, except that the Board may meet in executive session for consideration of matters related to personnel and for consultation with legal counsel. 

The Board of Directors shall serve as the business committee at all meetings of the Conference. It shall consider all matters submitted to the Conference for action by the voting representatives, and shall announce its recommendation thereon prior to voting by the representatives. 

ARTICLE V 

STANDING COMMITTEES AND BOARDS 

1.         A.  ANNUAL MEETING PROGRAM COMMITTEE: 

This Committee shall consist of the Conference Minister, the Moderator, the Moderator-Elect, the host minister and four or more members chosen by the Moderator and Conference Staff. The Moderator shall be chairperson and have voting privilege. 

B. DUTIES OF THE PROGRAM COMMITTEE: This Committee shall prepare the Annual Meeting program. 

2. ANNUAL MEETING HOSPITALITY COMMITTEE: This Committee shall consist of the pastor of the church where that Conference is to have its next Annual Meeting, and such local church members of the church as the host pastor designates. All arrangements made by the Hospitality Committee shall be reviewed and approved by the Conference Minister.

3.         A. NOMINATING COMMITTEE: This Committee is to be elected by the Conference; nominations for the same having been submitted to the Conference by the Board of Directors. This Committee shall consist of the Moderator of the Conference and the Conference Minister who shall be members without vote and six members-at-large, three to be elected annually for two-year terms. No member at large shall serve more than one term successively. The Committee shall organize itself at the first meeting following the Annual Conference Meeting. 

B. The Committee shall submit a slate of candidates sufficient to fill each office for which election is required at the Annual Meeting of the Conference. The slate shall be accompanied by a brief biographical statement about each nominee. Nominees shall be selected so as to provide diversity of age, gender, race and be fairly representative of the membership of the churches of the Conference for and among the several offices and positions to be filled by election. The Committee shall coordinate the election of directors by the Associations so as to assure diversity and to comply with the requirements of Article IV regarding the number of clergy and laypersons who may serve as directors. With prior approval of the Board of Directors, the Committee may designate for each Association the lay or clergy status of its representative to be elected. 

4. THE COMMITTEE ON MINISTRY: This Committee shall be composed of members from each Association. There shall be one representative from each Association for every seven churches or greater fraction thereof. No Association shall have less than two or more than six representatives. Associations shall name half ordained United Church of Christ ministers with standing and half laypersons. Associations with an odd number of representatives shall alternate between a majority of clergy and a majority of lay members each term of service. In all matters having to do with ordination, licensure, commissioning and the In Care status of students preparing to enter the Christian Ministry, this Committee should act in accordance with the practices outlined in the Bylaws of the United Church of Christ, Article 1, paragraphs 101 to 142 as adopted July 4, 1961, and as subsequently amended. The Committee shall promote further theological training under the supervision of a theological seminary, for applicants for ordination who have not had the advantage of a seminary education. This Committee shall also be alert to opportunities and ways in which it might provide spiritual enrichment and fellowship for commissioned, licensed, and ordained ministers during the year. It shall be constantly alert to the opportunities for the life enlistment of people to church-related vocations. 

5. THE BOARD OF TRUSTEES OF THE UNITED CHURCH OF CHRIST FOUNDATION OF SOUTH DAKOTA: This Board shall be composed of nine members, three to be elected annually for three-year terms. It shall correlate, support, and maintain a helpful relationship to the Conference. 

6. HISTORIAN:  The Conference Historian shall be nominated by the Nominating Committee and elected by the Conference for a one-year term, eligible for reelection without limit.  The Historian will strive to promote the appreciation of church history through the encouragement of published research, the collection and preservation of historical materials and maintain awareness of church, Association, and Conference anniversaries.

7. PLACERVILLE MINISTRIES COMMITTEE: This Committee shall consist of nine people, elected by the Annual Conference. Members will serve for a term of three years, with one-third of the members elected in a given year. No member may serve more than two consecutive three-year terms. (Anyone who has been appointed or elected to complete an unexpired term of less than three years may subsequently serve two consecutive full terms.) The Placerville Ministries Committee is responsible for guiding and directing the Conference camping programs and maintaining the properties of Placerville Camp. It will be accountable to the Conference Board of Directors, and will be expected to communicate and cooperate with the Board of Directors, and will seek its counsel. 

8. COMMUNICATIONS COMMITTEE: This Committee shall provide resources to interpret and connect the ministries of the South Dakota Conference at the request of staff, commission, committees, and boards of the Conference. It shall serve as the Advisory Board for “The Observer” and promote the use of “The Observer.” This Committee is to be elected by the Conference. There shall be six (6) members of the Committee, serving three (3) year terms, with two (2) elected in a given year. Members may serve no more than two (2) consecutive terms. 

9. THE STEWARDSHIP COMMITTEE: The purpose for this Committee is to promote Our Church’s Wider Mission and to develop stewardship education, mission interpretation, and financial development in the Conference. There shall be six (6) members of the Committee, serving three (3) year terms, with two (2) elected in a given year. Members may serve no more than two (2) consecutive terms. 

10. THE CHRISTIAN EDUCATION AND MISSION COMMITTEE: The purpose of the Committee is to support and coordinate the educational and missional resources of the wider church for use in the South Dakota Conference. There shall be six (6) members of the Committee, serving three (3) year terms, with two (2) elected in a given year. Members may serve no more than two (2) consecutive terms. 

11. THE SCHOLARSHIP COMMITTEE: The purpose of this Committee shall be to disburse the college and seminary scholarship funds of the Conference. There shall be six (6) members of the Committee. One each from the Conference Board of Directors, the South Dakota Foundation, the State Women’s Fellowship, the Conference Committee on Ministry, Yankton College and 1st Congregational U.C.C., Sioux Falls. Each representative shall be selected by their respective body. 

ARTICLE VI

AREA AND NATIONAL DELEGATES AND REPRESENTATIVES 

Delegates to General Synod of the United Church of Christ shall be elected by the Conference in accordance with the standing rules of the General Synod. Delegates must be members of local churches of the Conference, and shall be elected to serve four-year terms. Vacancies in the office of delegate may be filled by the Board of Directors; provided, however, in the event a vacancy occurs within thirty days of the meeting of the General Synod the vacancy may be filled by a majority of the delegates then serving. 

ARTICLE VII 

VACANCIES 

A vacancy in any office may be filled by the Board of Directors, except where succession is otherwise provided in these bylaws. Persons appointed to fill a vacancy shall serve until the next Annual Meeting of the Conference. 

Any person whose local church membership is within the Conference and who is serving as a member of the Executive Council of the United Church of Christ shall be a member, ex-officio, of the Board of Directors of the Conference, with vote. 

ARTICLE VIII 

CORPORATE SEAL 

The Conference shall have a Corporate Seal bearing the words, “The South Dakota Conference of the United Church of Christ,” and such other words or emblems as may be determined by the Board of Directors. 

ARTICLE IX 

AMENDMENTS 

These Bylaws may be amended by a two-thirds vote of those present and voting at a duly called annual meeting of the Conference, providing the proposed amendment has been printed in the Annual Meeting Program Booklet. 

(These Bylaws reflect the amendments recommended by the Board of Directors of the Conference at their March 20, 2010 meeting.  They were approved at the 2010 Annual Meeting with slight wording changes.)