Adopted June 25, 1994, Reedley, California
Revised June 18, 1999, Lebanon, Oregon
Provisional By-laws
Adopted June 23, 2007 Albany, Oregon
Provisional By-Laws
During this period of transition (Annual Assembly 2007 – Annual Assembly 2008) the affairs of the Pacific Northwest Mennonite Conference will be directed by the existing Board of Directors.
PNMC Legal Structure, congregational membership guidelines and the number of delegates to conference and the way they are appointed, will be consistent with the existing by-laws (PNMC
By-laws, revised 2004).
The Moderator of PNMC, Moderator-elect and other members of the Board of Directors and Committees (previously elected by vote of the Delegate Body) will continue in their positions until the 2008 Annual PNMC Assembly.
Transition Team
The Moderator-elect will serve as Chair of the Transition Team. The Transition Team plans to complete its work and present new by-laws to the 2008 Assembly.
The Plan developed by the Structure and Vision Task Force, submitted by the Board of Directors, and affirmed by the 2007 Delegate Body will serve as the guidelines for the Transition Team.
Most routine operational decisions during this time will be made by the Executive Committee and the Board of Directors. In some matters, counsel from pastors and/or congregations and delegates will be sought before making a decision.
Adopted June 23, 2007 Albany, Oregon
Article I. Offices
Section 1.01 Name. The name of this corporation shall be PACIFIC NORTHWEST MENNONITE CONFERENCE.
Section 1.02 Affiliation. This Conference is a member of the Mennonite Church U.S. or its successor.
Section 1.03 Purpose. As Churches of the Pacific Northwest Mennonite Conference, we commit to unitedly and effectively promote the cause of Christ and His Church under the leading of the Holy Spirit and in harmony with the Word of God.
Section 1.04 Statement of Faith. We accept and commend the Holy Scriptures as the basis for discerning our faith and practice as God's people. We further accept and commend to our congregations the Confession of Faith in a Mennonite Perspective as adopted in 1995, as a statement of faith and practice, which expresses the uniqueness of our own Christian heritage.
Article II. Members
Section 2.01 Eligibility. The Members of the Conference are churches. Member Churches may be admitted by the Delegate Body, upon recommendation by the Board, following application in the form prescribed by the Board. Member Churches accept the Confession of Faith in a Mennonite Perspective as adopted in 1995.
Section 2.02 Rights and Duties. Memberships are nonassessable. Memberships may not be assigned. Member Churches of the Conference shall not be liable, solely because of such Membership, for the debts of the Conference. The voting power of a Member Church is exercised by delegates designated by the Member Church. Each Member Church is entitled to one delegate for each twenty-five of its members, or fraction thereof. Such delegates shall be active members of the Member Church. In addition to any voting delegates a Church may have by virtue of the number of its members, all ordained or licensed ministers, whose ministerial credentials have been recognized by the Conference, and who are under assignment to a Member Church, are voting delegates at meetings of Member Churches.
Section 2.03 Termination. Any Church's membership shall terminate on the occurrence of any of the following: 1) Voluntary resignation approved by a majority of the members of a Member Church, following a process consistent with Matthew 18:15-20 conducted by the officers of the Conference and the Member Church; 2) Dissolution; 3) A vote by two-thirds of the Board to terminate the Membership after 90 days written notice to the Member Church of the Board's intention to so act, and ratification by two-thirds (2/3) of the delegates voting at the next meeting of delegates. The Board shall adopt and publish to the Member Churches a policy regarding termination of Memberships which shall be followed until amended by the Board, which amendments shall be published to the Member Churches 90 days prior to use of any changed provisions. Publication to the Member Churches shall be in writing, distributed by first class mail, and shall be deemed received when mailed to the address of the Member Church on the official records of the Conference.
Section 2.04 Meetings. Meetings of the Member Churches shall be held at such place as may be determined by the Board from time to time. The Member Churches shall meet annually at a time set by the Board, for purposes of elections of Conference Positions and transacting such other business as may properly come before the meetings. Notice of the annual meeting shall be given to the Member Churches in writing at least 90 days prior to the meetings. Special meetings of the Member Churches may be called by the Board. Special meetings of the Member Churches shall be called by the Board within 45 days upon written request by 25% or more of the Member Churches for the purposes set out in such request. Notice of such special meetings shall be sent to all Member Churches at least thirty five days prior to such meeting, and within seven days of receipt of the written request for such meeting specified above. All Member Churches entitled to votes at the time meeting notices are sent shall be entitled to vote at such meeting unless they have dissolved or voluntarily resigned.
Section 2.05 Notices. Notices to Member Churches shall be sent to the address shown on the Conference records, unless other methods of notice are provided in these Bylaws. The notice shall include the date, place and time of the meeting, list those matters to come before the meeting, and name any nominees for offices. Mailed notice is deemed received when mailed. The transactions of any meeting, however called or noticed, shall be valid.
Section 2.06 Quorum. The delegates present at a duly noticed meeting of the Member Churches constitute a quorum for the transaction of business. The quorum shall not be lost by the withdrawal of delegates prior to adjournment. Any meeting may be adjourned by a majority vote of the delegates present.
Section 2.07 Ballots. Election of Conference Positions shall be by written ballot. Any other vote may be by written ballot at the discretion of the Chairperson of the meeting, or upon request by a delegate.
Section 2.08 Conduct of Meetings. The Moderator shall preside at meetings of the Member Churches. In the Moderator's absence, the Assistant Moderator shall preside. If the Assistant Moderator is also absent, the Board shall appoint another person to preside. The Secretary of the Board shall act as Secretary of all delegate meetings of Member Churches. In the Secretary's absence the Chairperson of the meeting shall appoint a substitute. The Chairperson shall appoint tellers to receive and count ballot votes at any meeting of Member Churches.
Article III. Board of Directors
Section 3.01 Number of Directors. The Conference shall have 12 Directors. The Directors shall constitute the Board of Directors ("Board" herein).
Section 3.02 Qualifications. All Directors shall be active members of Member Churches at all times during the course of their terms. The Directors shall hold office for the term of three years, and until their successor is elected. Directors may serve no more than three consecutive full terms. The Conference is divided into geographic regions: the State of Washington, the State of Oregon, the State of Idaho, and all other states combined that may contain Member Churches. One Director shall be a resident of the State of Washington, four Directors shall be residents of the State of Oregon, and one Director shall be a resident of the State of Idaho. Two Directors shall be appointed at large by the Board for three year terms, each from a different one of the regions described above, to balance the Board.
Section 3.03 Nomination. Nomination of Directors shall be in accord with the procedure set forth in Exhibit A. Nomination of Committees and Positions shall be in the manner prescribed by the Board from time to time. The method of nomination shall be published to the Member Churches. The Board shall provide a method by which Member Churches may nominate Directors.
Section 3.04 Election. Six Directors and the four officers, who are also Directors, shall be elected at annual meetings of the Conference. Nominations shall be included in the notice of meeting published to Member Churches. Delegates may cast one vote for each vacancy. There shall be no cumulative voting. The persons receiving the highest number of votes for each vacancy are elected to the Board. Run-off elections shall be used to resolve ties. Directors shall serve without compensation. The Conference may reimburse Directors for actual expenses incurred in performing their duties. Appointed Directors shall be selected as provided above. The Board may designate certain nominees for certain vacancies.
Section 3.05 Meetings. A regular meeting of the Board shall be held on the dates and times set by the Board from time to time at such place as the Board may determine. Any officer or any two Directors may call a special meeting of the Board by giving personal notice to each director orally at least ten days before the special meeting or by giving written notice fifteen days prior to the time scheduled for the special meeting. Such notice shall include the purpose of the meeting. The actions taken at any meeting of the Directors shall be valid. The Moderator shall preside at meetings of the Board, or, in the Moderator's absence, the Assistant Moderator shall preside. If the Assistant Moderator is also absent, the Board shall designate a Chairperson. A majority of the Directors then serving constitutes a quorum for the transaction of business. A majority of the Directors present may adjourn a meeting to another time, with notice being given to Directors not present at the time of the adjournment. Such notice may be given in person or mailed fifteen days before the meeting.
Section 3.06 Removal. The Board may remove a Director who has been declared of unsound mind by final order of a court, who has been convicted of a felony while serving on the Board, or who has failed to attend three consecutive meetings of the Board, by a vote of two-thirds or more of those Directors present at the meeting. The Board may, by a vote of two-thirds or more of the other Directors present at the meeting, remove a Director without cause. Notice of intention to move for such removal without cause must be given to all Directors in writing fifteen days prior to the time scheduled for the meeting at which such action is proposed to be taken. The Member Churches may remove a Director without cause by a two-thirds vote to do so of the delegates present at a special meeting of Member Churches called for that purpose as set out in section 2.04. Any such removal by the Member Churches shall disqualify a person from being a Director for a five year period.
Section 3.07 Resignation. A Director may resign by giving written notice to an officer of the Conference. Resignations shall be effective upon receipt, unless such resignation would leave the Conference with no Director, in which case it shall not be effective until another Director has taken office.
Section 3.08 Vacancies. Vacancies on the Board shall exist upon death, resignation or removal of a Director, upon a Director's change of residence outside the geographic regions, upon increase in the authorized number of Directors or upon the failure of the Member Churches to fill a vacancy at an annual meeting. A majority of the Directors remaining in office, or the sole remaining Director, may fill such vacancies by appointment.
Article IV. Officers
Section 4.01 Number and Titles. The officers of the Conference shall be Moderator, Assistant Moderator, Secretary, and Treasurer. The Moderator is the chief executive officer of the Conference. Officers also serve as Directors, and are subject to the provisions of Article III of these Bylaws regarding Directors except as specifically altered in this Article IV. No person may hold more than one office. No more than two officers may reside in any one of the regions described above in Article III. The officers shall be elected for three year terms by the Delegates at the annual meeting.
Section 4.02 Duties of the Moderator. The Moderator shall preside at all meetings of the Board or the Member Churches, and shall be the chief executive officer and President of the corporation, having supervision, direction and control of all its activities, subject to the control of the Board. The Moderator is hereby granted the right to vote or execute a proxy to vote shares of stock, bonds, debentures or other evidences of indebtedness of other corporations held by the Conference. The Moderator shall have such other and further duties as may be required by law, these Bylaws, the Articles or as may be assigned by the Board. The Moderator is an ex officio member of all committees of the Conference.
Section 4.03 Duties of the Assistant Moderator. The Assistant Moderator shall preside over meetings of the Board and the Member Churches in the Moderator's absence, and shall have such other duties as may be assigned by the Moderator or the Board from time to time. The Assistant Moderator serves as Acting Moderator during the Moderator's incapacity, as determined by the Board.
Section 4.04 Duties of the Secretary. The Secretary shall keep, or cause to be kept, at the current Secretary's address, minutes of the meetings of the Board and the Member Churches, and shall perform such other and further duties as may be required by law, these Bylaws, the Articles, or as may be assigned by the Board.
Section 4.05 Duties of the Treasurer. The Treasurer is the Chief Financial Officer of the Corporation. The Treasurer shall keep or cause to be kept adequate and accurate written books of account of the properties and business transactions of the Conference. The books of account shall be open to inspection by the Directors, or their designee, at all times. A review of the books of account shall be performed annually or at the change of Treasurers as determined by the Board. The Treasurer shall deposit all money and valuables received by the Conference in such depositories as may be designated by the Board in the name of and to the credit of the Conference and shall disburse the funds of the Conference in accord with the instructions of the Board. The treasurer shall render accounts of all such transactions and the financial condition of the Conference to the Executive Committee and Staff on a monthly basis and to the Board at the Board's regular meetings. The Treasurer shall perform such other and further duties as may be required by law, these Bylaws, the Articles or as may be assigned by the Board.
Section 4.06 Executive Committee. The Officers of the Conference form the Executive Committee. The Executive Committee shall have charge of the affairs of the Conference when the Board is not in session. The Moderator is chair of the Executive Committee. The actions of the Executive Committee shall be presented to the Board for ratification or nullification by a majority vote at the meeting of the Board following such action. The Executive Committee serves as the Personnel Committee.
Section 4.07 Staff. All paid and volunteer staff persons of the Conference are responsible to the Moderator. Hiring and retention of staff persons and setting of terms and conditions of employment shall be determined by the Board upon recommendation by the Personnel Committee.
Article V. Standing Committees
Section 5.01 Standing Committees. Four Standing Committees of the Conference: Pastoral Leadership, Peace and Justice, Congregational Nurture, and Evangelism and Missions shall be chaired by a member of the Board. The Church Schools Representative shall be a member of the Board. There shall also be a Nominating Committee and a Finance Committee. Each Standing Committee shall have three members in addition to the chairperson, except as specified below. Members of the Standing Committees are elected by the Delegate Body for three year terms at the annual meeting, appointments of additional members and vacancies shall be filled by the Board. Members of Standing Committees shall be active members of Member Churches at all times during the course of their terms. Standing Committees shall be elected by the delegates to staggered terms so that approximately one-third of the members of each committee are elected each year. Members of Standing Committees may serve no more than three full consecutive terms. Committee members shall serve without compensation, the Conference may reimburse them for actual expenses incurred in performing their duties.
Section 5.02 Pastoral Leadership Committee. The Pastoral Leadership Committee shall be available to churches and pastors offering Spiritual guidance and counsel to congregational leaders and credentialed pastors in whatever ways may serve the best interests of all concerned. The Committee shall cooperate with the corresponding organizations of the Mennonite Church and with other area conferences in their efforts to provide such assistance to congregations. The Committee shall counsel with congregations seeking pastoral leadership and with pastors seeking to serve congregations. The Committee shall relate to all persons credentialed for ministry by the Committee. In cooperation with congregations the Committee shall examine candidates for ministry, particularly in pastoral, chaplaincy, missionary service, and special ministries. The Committee shall, in its discretion and on behalf of the conference, grant credentials for ministry. These credentials are of two types:
a. Licensing-licenses for ministry are granted to persons who are testing their call to ministry. Licenses are for a maximum of two years, and may be renewed at the discretion of the Committee.
b. Ordination-recognition by the Conference and a congregation of a person's lifetime call to ministry. Ordination is permanent unless revoked by the Committee.
The Committee shall assist in ordinations, licensings, and in services marking the beginning of a person's ministry in a congregation. The Committee shall provide opportunity to pastors, and others credentialed for ministry, for personal growth and professional improvement. The Committee shall, on behalf of the Conference, manage issues of the discipline of persons credentialed for ministry, including revocation or non-renewal of licenses and ordinations.
Section 5.03 Peace and Justice Committee. The Peace and Justice Committee shall encourage the study and practice of the biblical teachings of love and nonresistance in the congregations of the Conference and assist them in the application of this teaching, particularly as it applies to social issues. The Committee shall cooperate with the corresponding organizations of the Mennonite Church, Mennonite Central Committee, and with other area conferences in efforts and programs witnessing to the belief in the way of love in human relationships.
Section 5.04 Congregational Nurture Committee. The Congregational nurture Committee shall assist the congregations of the Conference in their programs of Christian Education, age specific ministries, worship, and family ministries. The Committee shall cooperate with the corresponding organizations of the Mennonite Church, Mennonite Central Committee, and with other area conferences in their efforts to provide such assistance to congregations.
Section 5.05 Evangelism and Missions Committee. The Evangelism and Missions Committee shall promote vision and support the work of the congregations of the Conference to fulfill Jesus' commission to the church to make disciples of all people by its witness to the gospel of God's Kingdom. The Committee will accomplish this mission by providing resources, guidance, and encouragement for congregational outreach, church planting, and participation in mission and service. The Committee shall have nine members plus the chairperson, all elected by the delegates. The Committee shall cooperate with the corresponding organizations of the Mennonite Church, Mennonite Central Committee, and with other area conferences in their efforts to provide such assistance to congregations.
Section 5.06 Church Schools Representative. The Church Schools Representative promotes church-school education among the congregations of the Conference and seeks to maintain strong dependability and accountability between schools and the Conference. The Representative shall serve on the Western Mennonite School Board. The delegates shall elect persons to the Western Mennonite School Board. The number of persons elected or appointed by the Board and terms are defined by the Western Mennonite School Bylaws. The Representative shall cooperate with the corresponding organizations of the Mennonite Church, church schools, and with other area conferences in the effort to provide such assistance to congregations.
Section 5.07 Nominating Committee. The Nominating Committee shall match the gifts of persons with the responsibilities of the various positions. The Committee shall oversee the nominating process according to the guidelines established by the Board of Directors.
Section 5.08 Finance Committee. The Finance Committee shall give counsel to the Treasurer and Board regarding all finances of the Conference.
Section 5.09 Other Committees. The Board may appoint such other committees, as it deems necessary from time to time.
Article VI. Miscellaneous
Section 6.01 Amendments to the Bylaws. These Bylaws may be amended by the Member Churches, following a review of the proposed amendment by the Board, at any regular or special meeting of the Member Churches. Notice of intention to move the amendment of the Bylaws must be given in writing to all Directors at least 14 days prior to the meeting of the Board at which the request for an amendment is proposed to be made, by personal delivery or by mailing such notice by first class mail. Such notice shall include the text of the proposed amendment. It shall be sufficient for a Director to announce his or her intention to move an amendment of the bylaws at the next meeting of the Board and provide the Secretary with the text of the proposed amendment for inclusion in the minutes of the meeting. Any recommendation of the Board that a proposed amendment to the Bylaws be adopted, rejected or modified shall be provided to the Member Churches, with the text of the proposed amendment, along with the notice of meeting for the meeting of Member Churches at which the proposed amendment will be presented.
Section 6.02 Notices. Unless otherwise stated in these Bylaws, any notice may be given orally or in writing. If provision is made for mailing of notice, that notice is deemed received at the time of mailing to the address listed in the records of the Conference, postage prepaid. Member Churches shall give written notice of change of address to the Secretary.
Section 6.03 Appointments. The Board may appoint persons to and fill vacancies on PNMC Committees and positions. The Board may also appoint persons to positions on churchwide bodies as representatives of the Conference and may reimburse such persons for the actual expenses incurred in such representation.
Section 6.04 Fiscal Year. The Fiscal Year of the Conference shall end June 30. The Board may change the fiscal year from time to time, but such change shall not constitute an amendment to these Bylaws.
