LuMin/LCM Net Bylaws

BYLAWS OF LUTHERAN CAMPUS MINISTRY NETWORK

ARTICLE I — NAME AND PURPOSE

Section 1 — Name: The name of the organization shall be Lutheran Campus Ministry Network (“LCMNet”). It shall be a nonprofit organization incorporated under the laws of the State of Minnesota. Lutheran Campus Ministry is defined as campus ministries formally affiliated with the Evangelical Lutheran Church in America (“ELCA”).

Section 2 — Purpose: LCMNet is an association to form collegial relationships, train professional leaders, and advocate for ministry on college and university campuses in order to sustain and strengthen campus ministry in the ELCA. LCMNet is organized exclusively for charitable, religious, educational, and scientific purposes.

Section 3 — Confession of Faith:

3.1. We confess the triune God, Father, Son and Holy Spirit.

3.2. We confess Jesus Christ as Lord and Savior and the Gospel as the power of God for the salvation of all who believe.

3.3. We accept the canonical Scriptures of the Old and New Testaments as the inspired Word of God and the authoritative source and norm of its proclamation, faith, and life.

3.4. We accept the Apostles’, Nicene and Athanasian Creeds as declarations of the Christian faith.

3.5. We accept the confessional writings in the Book of Concord as valid interpretations of the Christian faith.

ARTICLE II — MEMBERSHIP

Section 1 — Eligibility for Voting Membership: Application for voting membership shall be open to any person who is actively serving as a professional campus minister in a campus ministry agency formally affiliated with the Evangelical Lutheran Church in America and who pays the annual LCMNet membership dues. Membership is granted after completion and receipt of a membership application and annual dues. All memberships shall be granted upon a majority vote of the Board. Voting members are granted voting privileges at meetings of LCMNet as scheduled by the Board, including the privilege to vote on candidates as set forth in Article IV below.

Section 2 — Annual Dues: The amount required for annual dues shall be determined by the Board.

Section 3 — Rights of Voting Members: Voting members shall elect members of LCMNet to the Board of Directors, per the procedure set forth in Article IV, at duly constituted meetings of LCMNet members as scheduled by the Board.

Section 4 — Resignation and Termination: Any member may resign by filing a written resignation with the Recorder. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the Board.

Section 5 — Non-voting Associate Member: Any former Lutheran Campus Ministry staff, student, alumna/us, or donor to Lutheran Campus Ministry who pays the annual LCMNet membership dues may be granted voice but not vote at meetings of LCMNet.

Section 6 — Non-voting Agency Member: Any Lutheran Campus Ministry agency formally affiliated with the Evangelical Lutheran Church in America that pays the annual LCMNet membership dues may be granted voice but not vote at meetings of LCMNet.

Section 7 — Non-voting Related Organization Member: Any organization supportive of Lutheran Campus Ministry that pays the annual LCMNet membership dues may be granted voice but not vote at meetings of LCMNet.

Section 8 — Membership Responsibilities and Privileges:

8.1. Advance the purpose of LCMNet.

8.2. Participate in the activities of LCMNet.

8.3. Submit current name, address, phone number, and position to LCMNet.

8.4. Pay annual membership dues to LCMNet.

8.5. Voting members shall elect members of LCMNet to the Board of Directors at a duly scheduled meeting of LCMNet.

ARTICLE III — MEETINGS OF MEMBERS

Section 1 — Regular Meetings: Meetings of the members may be held at the discretion of the Board at such times and locations as may be designated by the Board in its notices of meetings. There shall be no annual meeting of voting members. However, voting members shall have the right to demand an annual meeting as provided in Minn. Stat. 317A.431, subd. 2.

Section 2 — Special Meetings: Special meetings may be called by the President, the Executive Committee, or a simple majority of the Board of Directors. A petition signed by ten (10) percent of voting members may also call a special meeting.

Section 3 — Notice of Meetings: Notice of each meeting shall be given to each member, by mail or e-mail, not less than two weeks and not more than sixty (60) days prior to the meeting and shall contain the date, time and place of such meeting.

Section 4 — Quorum: Attendance by ten percent (10%) of the voting members shall be necessary for a quorum. A quorum is necessary for the transaction of business.

Section 5 — Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place. Voting by proxy shall not be allowed.

ARTICLE IV — BOARD OF DIRECTORS

Section 1 — Board Role, Size, and Compensation: All affairs of LCMNet shall be governed by the Board of Directors. The Board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff and committees. The Board shall have nine (9) members. The Board shall receive no compensation other than reasonable expenses and reasonable stipends for services rendered.

Section 2 — Terms: The term of office of Board members shall be three (3) years. No Board member shall serve more than two (2) consecutive full terms and/or six (6) years. The terms shall be staggered so that three (3) Board members’ terms expire each year.

Section 3 — Meetings and Notice: The Board shall meet at least annually, at an agreed upon time and place. An official Board meeting requires that each Board member have notice of the meeting at least two weeks in advance. Board meetings may be held in person, by phone, or by other electronic means.

Section 4 — Board Appointment/Elections: Election of Board members shall occur at a duly scheduled meeting.

Section 5 — Election Procedures:

5.1. The Board shall appoint a Nominating Committee of five (5) members to recommend a slate of candidates to the Board to replace members leaving the Board. The Nominating Committee shall be comprised of two (2) members who are members of the current Board not seeking term renewal and three (3) at-large members who are not current Board members or employees of LCMNet.

5.2. The Nominating Committee shall work to see that the Board members represent the diversity and geographical breadth of the church and the specific needs that the Board may have at a given time.

5.3. The Nominating Committee shall present for Board approval a slate of candidates to fill the exact number of vacancies. The selection of a slate by unanimous decision of the Nominating Committee is strongly encouraged. In lieu of this, there must be four of the five (4/5) votes to recommend the slate to the Board.

5.4. The Board shall present the approved slate of candidates at a duly scheduled meeting. Election of the slate of candidates shall be made by simple majority vote of the voting members present at the meeting.

5.5. The Board may grant voice only, non-voting, ex-officio privileges to staff or officers of the ELCA or LCMNet.

Section 6 — Quorum: A simple majority shall constitute the required quorum for official meetings of the Board, which shall only be called by either the President or, if the President is unable to call a meeting, a majority of the Executive Committee.

Section 7 — Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place. Meeting attendance and voting by phone or other electronic means is permitted. Voting by proxy shall not be allowed.

Section 8 — Vacancy: In the event that a Board member cannot complete their term, the President shall ask the Nominating Committee to reconvene and to select and present to the Board a candidate for appointment to the position for the remainder of the unexpired term. This member then would be eligible to serve a maximum of one (1) additional term if nominated and elected at a duly scheduled meeting.

Section 9 — Removal and Resignation: A Board member may be removed if said member does not fulfill the responsibilities of their position or if said member’s goals and ambitions are in conflict with the interest and purpose of LCMNet. Removal of a Board member shall require six out of nine (6/9) Board members voting in favor of removal. Resignation from the Board must be in writing and received by the Recorder.

Section 10 — Regular Meetings: The Board of Directors shall meet immediately before and in the vicinity of any duly scheduled LCMNet meeting. Additional meetings may be scheduled by the Board, including by means of face to face, phone conference or electronic communication.

Section 11 — Officers and Duties / Executive Committee: The Board shall elect, by simple majority vote from among the Board members, a President, a Recorder, and a Treasurer to serve as the Officers of LCMNet and constitute an Executive Committee. The term for an Officer shall be one (1) year and is renewable. Their duties are as follows: The President shall set Board meeting agendas, convene meetings of the Board, and communicate information as needed. In the event of absence, the President shall appoint a Chair Pro Tempore. When a Chair Pro Tempore has not been appointed, the convening Board will rotate temporary convening duties. The Recorder shall record minutes of all Board meetings, send a copy of meeting minutes to Board members within two (2) weeks after each meeting, and maintain a complete and accurate archive of official LCMNet actions. The Treasurer shall maintain current, accurate and complete financial records of LCMNet, manage and report on financial accounts of LCMNet, and present comprehensive financial reports to the Board at each Board meeting as well as to LCMNet members at duly scheduled meetings.

Section 12 — Removal of Officers: In the event that an Officer is unable either to fulfill the responsibilities or to complete a term, the Board shall, upon majority vote, remove 29 that Officer and elect a member of the existing Board to serve for the remainder of the term for that Office.

Section 13 — Additional Board Positions: Other Board positions may be created by majority vote of the board as needed. Section 14 — Special Meetings: Special meetings of the Board shall be called upon the request of the President, or one-third of the Board. Notices of special meetings shall be sent out by the Recorder to each Board member at least two weeks in advance.

ARTICLE V — COMMITTEES

Section 1 — Committee Formation: The Board may appoint committees as needed to study and carry out special tasks. At least one (1) Board member shall serve on each committee. All committees shall be responsible to the Board.

Section 2 — Executive Committee / Finances: Except for the power to amend the Articles of Incorporation and bylaws, the above-detailed Executive Committee shall have all the powers and authority of the Board in the intervals between meetings of the Board, and is subject to the direction and control of the full Board. The Executive Committee shall prepare an annual budget and present it to the Board for approval. LCMNet funds shall be deposited in the name of Lutheran Campus Ministry Network (LCMNet) in a financial institution designated by the Board.

ARTICLE VI — AMENDMENTS

Section 1 — Amendments: An amendment to these by-laws shall be approved at any meeting of the LCMNet Board by at least a six out of nine (6/9) vote. Following approval, notice of by-law changes shall be communicated to LCMNet members for consultation at least thirty days prior to ratification. An amendment to these by-laws shall be ratified without change at the next regular meeting of the LCMNet Board by at least a six out of nine (6/9) vote. ARTICLE VII — INDEMNIFICATION Section 1 – Indemnification: LCMNet shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of LCMNet against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person. This Article constitutes a contract between LCMNet and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

ARTICLE VIII — RELATIONSHIP TO ELCA

Section 1 — Relationship to ELCA: LCMNet is independent of, but works alongside of and is supportive of, the Evangelical Lutheran Church in America.

Section 2 — Dissolution: In the event of the dissolution of LCMNet, all assets shall be transferred to the Evangelical Lutheran Church in America or its successors or assigns, to be used to advance Lutheran Campus Ministry.

ARTICLE IX — REGIONAL REPRESENTATION

Section 1 — Regional Representation: The Board shall foster a system of regional representation and communication for LCMNet. This regional system supports the relationship between LCMNet and local, synodical and regional networks of Lutheran Campus Ministry. The Board may empower others accountable to the Board, such as employees or committees, to facilitate this regional representation and structure.

CERTIFICATION

These bylaws were approved at a meeting of the Board of Directors by a two-thirds majority vote on the Seventh day of May 2015.