Bylaws

 

A. Name
The name of this body shall be the Ministry Council of the Cumberland Presbyterian Church.

B. Purpose
The purpose of the Ministry Council shall be:

1. To provide leadership toward implementation of the Cumberland Presbyterian Church’s ministry in the world.
2. To provide primary long and short-range planning for the Ministry Council’s programs and ministries, striving to ensure that all segments are working on a common mission and that duplications and gaps in the Church’s ministry will be minimized;
3. To promote the effective distribution of human and material resources in order that the various facets of the Ministry Council’s programs and ministry be carried out in an effective and efficient manner;
4. To provide and/or ensure that the General Assembly has all relevant information concerning programs, budgets, and the general work of the Ministry Council in order that the General Assembly may make wise and informed decisions;
5. To develop a Ministry Council budget that reflects an integrated, coordinated, and prioritized Ministry Council program;
6. To consider reports and recommendations of all Ministry Teams in light of the Church’s prioritized goals;
7. To promote cooperative effort through Our United Outreach along with other Boards and Agencies of the General Assembly.
8. To serve as the agent to manage the fiscal and property affairs related to the Ministry Council.

C. Reporting
The Ministry Council shall report to each meeting of the General Assembly.

A. The corporation has one member, which is the Cumberland Presbyterian Church General Assembly Corporation. The rights of the member shall be specified in the corporation’s charter.

B. The annual meeting of the member shall be held simultaneously with the annual meeting of the General Assembly.

A. Composition and Qualifications

1. The board of directors shall be composed of fifteen (15) directors appointed by the member.
2. Three (3) directors shall come from each synod of the Cumberland Presbyterian Church.
3. Directors shall be divided into two classes: directors who are ordained ministers of the gospel of the Cumberland Presbyterian Church (“Clergy”) and those who are not (“Laity”). No more than nine (9) directors shall belong to any one class.
4. No more than nine (9) directors shall be of the same gender.
5. Each director shall at all times during his or her term of office be an active member of the Cumberland Presbyterian Church.

B. Term of Office

1. Each director shall serve a term of three (3) years except for directors appointed by the member to fill a position vacated by a director who did not fill his or her complete term of office. Directors may serve two subsequent terms of three (3) years, however no director may serve more than nine years total.
2. The member may remove any director of the corporation, with or without cause, by giving written notice of the removal to the director and to the president of the corporation. Removal shall be in accordance with any rules and procedures established by the member.
3. A director who no longer meets the qualifications for office shall be deemed to have resigned.

C. Advisory Members

1. There shall be five Advisory Members to the board of directors, who shall be the Stated Clerk, the Moderator of General Assembly and three youth Advisory Members appointed by the member.
2. Youth Advisory Members who shall be between the ages of 15 – 19, inclusive, and be appointed for 1-year terms, with eligibility for re-appointment for one additional term.
3. Advisory Members are not directors, but have the right to be present in all meetings of the board. Advisory members may participate in debate but shall not have the right to vote.

D. Quorum
A majority of the directors shall constitute a quorum for the transaction of any business, but any lesser number may adjourn the meeting to a later date.

E. Meetings

1. The board of directors shall meet at least twice a year upon the call of the president or secretary. Directors and Advisory Members shall be notified of a meeting on or before the 10th day prior to the meeting in person; by telephone, e-mail, or facsimile or by first class US mail to the person’s residence or business address. Notice by email or facsimile shall be to the address or fax number provided to the secretary by the director or Advisory Member.
2. Notice of any meeting shall state the time and place of the meeting. The purpose or purposes for which the meeting is called need not be included in the notice unless required by these bylaws or state law.
3. Participation in Meeting
   Any or all directors may participate in a meeting by any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
4. Action without a Meeting
   If all of the directors consent to take an action without a meeting, the action is approved upon the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and filed with the corporate records reflecting the action taken.

A. Officers
The officers of the Ministry Council shall be a President, a First Vice President, a Second Vice President, a Secretary, a Treasurer and such other officers as the Ministry Council may provide.

B. Election
The officers of the Ministry Council shall be elected at the first meeting of the board following the annual meeting of the General Assembly and shall hold office for a term of one year and until their successors are elected. Any officer may be removed by the board of directors whenever in its judgment the removal would serve the best interests of the corporation. Elected officers may not exceed serving a combined total of 3 consecutive years in any office and are not eligible to serve again until at least one year has elapsed since the conclusion of 3 years service as an officer.

C. President
It shall be the duty of the President to preside at all meetings of the Ministry Council and of the Executive Committee of the Ministry Council and to perform such other duties as are usually incumbent upon and incident to this position and which may be assigned by the Ministry Council.

D. First Vice President
The First Vice President shall have the power and perform the duties of the President during the absence or disability or refusal to act of the President or in case of a vacancy in the office of the President, and perform such other and further duties which may be assigned by the Ministry Council.

E. Second Vice President
The Second Vice President shall have the power and perform the duties of the First Vice President during the absence or disability or refusal to act of the First Vice President or in case of a vacancy in the office of the First Vice President, and perform such other and further duties which may be assigned by the Ministry Council.

F. Secretary
The Secretary shall perform the duties incident to this office or which may be assigned by the Ministry Council. The Secretary shall, with the assistance of such persons as the General Assembly may designate, keep minutes of all meetings of the Ministry Council and of the Executive Committee of the Ministry Council and shall give notice of all such meetings requiring notice.

G. Treasurer
The Director of Ministries shall be the Treasurer. The Treasurer shall receive and safely keep in the name of the Ministry Council all monies belonging to the Ministry Council and shall deposit or keep the same in depositories designated by the Ministry Council. The Treasurer shall sign or cause to be signed all checks drawn upon the account of the Ministry Council under the general direction and authority conferred by the Ministry Council. The Treasurer shall render a statement of account to the Ministry Council at its regular meetings and more frequently if required by the Ministry Council. The Treasurer shall perform all other duties usually incident to this office or which may be assigned by the Ministry Council

H. Vacancies
Any vacancies in the offices of the Ministry Council may be filled at any meeting, and in case of the absence or temporary disability of any officer the Ministry Council may designate an incumbent to serve for the time being who shall during such incumbency have the powers of such officer.

The Ministry Council shall employ a Director of Ministries with skills in planning and administration who shall not be a director of the corporation, and whose duties shall be to lead in the accomplishing the purposes of the Ministry Council. The Ministry Council will also employ, through the Director of Ministries, support staff as needed to perform the functions of the Ministry Council.

 

A. Executive Committee

1. The Executive Committee of the Ministry Council shall be a standing committee consisting of the President, First Vice President, Second Vice President, and Secretary;
2. The President, or in the President’s absence the First Vice President, shall be President of the Executive Committee;
3. The Executive Committee shall meet upon the call of the President at anytime upon at least three days’ notice to the members thereof, delivered to them personally, e-mailed, mailed, or telephoned to them at their residence addresses or usual business address. A confirmation response is expected from each member; and if not received within twenty-four hours the President must attempt to contact that member. Meetings of the Committee shall be held within Shelby County, Tennessee, or at any other place with the unanimous consent of the members of the Committee.

B. Other Committees
The Ministry Council shall have the power to appoint Committees as it may be necessary for the efficient conduct of its business and every such Committee shall have such power and possess such authority as the Ministry Council by its bylaws or resolution vests in it, and shall report its work to the meetings of the Ministry Council.

 

The Ministry Council constitutes Ministry Teams in major areas of denominational ministry and programming. The Teams include staff employed by the Ministry Council and Elected Team Members as elected by the Ministry Council. Elected Members are selected with sensitivity to the need for lay and clergy, with special emphasis upon gifts, advocacy and passion for ministry among persons of both genders and from a cross-section of the Church.

A. The Ministry Teams currently include:

1. Communications Ministry Team – The purpose of the CMT is to focus on and strengthen communication within the denomination and with the world at large through written, verbal and electronic means. The CMT understands its mission as one of articulating as clearly as possible who we are as Cumberland Presbyterians—what it means to be a Cumberland Presbyterian—and why we choose to be Cumberland Presbyterians.
2. Discipleship Ministry Team – The purpose of the DMT is to encourage and support the ministry of all Cumberland Presbyterian churches to make disciples according to the Statement of Discipleship approved by the General Assembly of the Cumberland Presbyterian Church. The DMT understands its mission as one of providing Christian education to all Cumberland Presbyterians through resources and events and to encourage disciples to exhibit joy, peace, humility, self-control, giving and love, all given to us as examples of Jesus Christ through scripture and personal relationship.
3. Missions Ministry Team – The purpose of the MMT is to serve as an enabling agency of the Ministry Council whereby the congregations of the Cumberland Presbyterian Church are better equipped to address God’s mission of redemption and reconciliation. The MMT facilitates those phases of the Church’s mission which are concerned with outreach in terms of evangelism and the establishing of congregations and other means of Christian witness at home and around the world.
4. Pastoral Development Ministry Team – The purpose of the PDMT is to keep God’s Call before the Church as a whole; To provide and promote a deeper biblical and theological understanding of ministry in the church; To nurture and care for ordained ministers and probationers, and; To provide resources and events to improve the pastoral ministry of clergy.

 

B. The Ministry Teams initiate, coordinate, implement and supervise denominational programs, activities and projects in response to General Assembly priorities and actions, Ministry Council objectives, and Ministry Team responsibilities.

C. The Ministry Teams serve under the direction of the Ministry Council and its Director of Ministries.

D. Each Ministry Team has a Team Leader, who is responsible for the staff and work of the entire Team, and such other program and support staff as authorized by the Ministry Council for the wide range of ministries under the purview of the Ministry Teams.

E. Ministry Team Leaders serve on the Global Ministries Leadership Team, led by the Director of Ministries, which regularly coordinates the work of all the Teams, responds to instructions of the Ministry Council and reports to the Ministry Council.

 

A. Indemnification
The corporation shall indemnify any director or officer who was, is, or is threatened to be made a party to a completed, pending, or threatened action or proceeding from any liability arising from the director’s or officer’s official capacity with the corporation. This indemnification shall extend to the personal representative of a deceased director or officer if the director or officer would, if living, be entitled to indemnification under these Bylaws.

B. Costs and Expenses Covered by Indemnification
Indemnification provided under these Bylaws shall extend to the payment of a judgment, settlement, penalty, or fine, as well as attorneys’ fees, court costs, and other reasonable and necessary expenses incurred by the director or officer with respect to the action or proceeding.

C. Limitation on Indemnification
No indemnification shall be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes his or her liability:

1. for any breach of the duty of loyalty to the corporation or its member;
2. for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
3. for any unlawful distribution of the assets of the corporation.

 

Any amendment to these bylaws must first be adopted by the board of directors and then approved by the member. Approval by the board shall be by a two-thirds vote taken at least ten (10) days after notice of the proposed amendment has been given to every director.

Revised July 2022