Constitution and Bylaws
EXAMPLE A
(Intended for Small Congregations)

Preamble
God in his holy Word desires that a Christian congregation not only conform to the Word of God in doctrine and practice (Psalm 119:105, Galatians 1:6-8) but also that all things be done in a fitting and orderly way (1 Corinthians 14:40).  Therefore, we, the members of [church name] Lutheran Church of [location] set forth this constitution and bylaws to govern all our congregational affairs.
Constitution
Article I: Legal Name
The legal name of this congregation shall be [church name] Evangelical Lutheran Church.
Article II: Mission
[Insert congregational mission statement here]
Article III: Confessional Standard
Section 1: Holy Scriptures
This congregation accepts and confesses all the canonical books of the Old and New Testaments as the verbally inspired and inerrant Word of God and submits to this Word as the only infallible authority of all matters of faith and life (2 Timothy 3:15-17).
Section 2: Creeds & Confessions
This congregation accepts and confesses all the symbolical books of the Evangelical Lutheran Church contained in the Book of Concord of 1580 as true statements of scriptural doctrine. They are:
A.	The three ecumenical Creeds
1.	The Apostles'
2.	The Nicene
3.	The Athanasian
B.	The six Lutheran Confessions
1.	Dr. Martin Luther's Small Catechism
2.	Dr. Martin Luther's Large Catechism
3.	The Unaltered Augsburg Confession
4.	The Apology of the Augsburg Confession
5.	The Smalcald Articles
6.	The Formula of Concord
This congregation accepts and confesses these symbolical books without reservation, not insofar as, but because they are the presentation and explanation of the pure doctrine of the Word of God and a summary of the faith held by the Evangelical Lutheran Church.
Section 3: Doctrinal Controversy
No doctrine shall be taught or tolerated in this congregation which is in any way at variance with the Holy Scriptures and these symbolical books. All controversies which may arise in this congregation shall be decided and adjusted according to this norm of doctrine and practice.
Article IV: Church Affiliation
This congregation shall affiliate itself only with a church body that holds to all the truths of God's Word in doctrine and practice and is bound to the confession of faith as set forth in Article III, if, and as long as, such a church body exists.
Article V: Congregational Membership
The privileges and responsibilities of membership, as well as the process for the admission of new members and termination of membership, shall be set forth in the bylaws of this congregation.  The types of membership are as follows:
A.	Baptized members are all persons who have been baptized into the Christian faith in the name of the triune God (Matthew 28:18-20; Mark 16:16).
B.	Communicant members are all baptized persons within the congregation who confess Jesus Christ to be their Lord and Savior and have stated their adherence to all the canonical books of the Old and New Testament, without qualification, as the only rule and norm of faith and life, and have declared their agreement with a course of instruction in Lutheran Christian doctrine as determined by the pastor(s) and Council of Ministry.
C.	Voting members are male communicant members (1 Corinthians 11:3; 1 Corinthians 14:34; 1 Timothy 2:12) who meet all the qualifications for voting as specified in the Bylaws.
Article VI: Congregational Organization
Section 1: The Word of God
In all matters of Christian faith and life the Word of God is supreme (Psalm 119:105).
Section 2: The Congregation
	In all matters not decided by the Word of God the congregation shall have the right of decision (Romans 12:10,14:19; Ephesians 5:21). As much as possible, the congregation will use a process of consensus building to arrive at decisions. 
Section 3: The Council of Ministry
	The Council of Ministry, together with the called pastor(s), shall have from the congregation the authority and responsibility to make and carry out the operational decisions necessary for the execution of the congregation’s mission. The officers of the congregation shall be such as the Bylaws of this constitution prescribe. The Council of Ministry shall have no authority beyond that which has been conferred upon them in this Constitution or Bylaws.
Article VII: Public Ministry
Section 1: The Right to Call
The congregation has the exclusive right to call pastors, teachers, and staff ministers.
Section 2: Qualifications
	The offices of pastor, teacher, and staff minister in this congregation shall be conferred only upon such individuals who are qualified for this ministry and publicly and without reservation profess their acceptance of and adherence to Article II of this Constitution, and such acceptance and adherence shall be required of them in the call extended by the congregation (Ephesians 4:11-16; 1 Timothy 3:1-7; Titus 1:6-9; Romans 12:6-8).
Section 3: Vacancies
	In case of a vacancy in the office of pastor, staff minister, or teacher or when the congregation desires to call additional called workers, the congregation shall notify the president of the district so that he may assist in temporarily filling the vacancy and in giving his good counsel in regard to the calling of a new pastor, teacher, or staff minister.
Article VIII: Removal from Office
Section 1: Congregational Officer
If anyone who holds an elected office in the congregation willfully neglects his duty and upon due admonition does not amend, the congregation has the right and eventually the duty to remove him from office and to elect another in his place (I Timothy 3:8-13).
Section 2: Called Worker
Sufficient and urgent causes for removing a called worker are persistent adherence to false doctrine, scandalous life, willful neglect of duty or established inability to perform the duties of his office (1 Timothy 3: 1-7; Titus 1:6-9). In such a case the advice and good counsel of the appropriate district officer shall be sought.
Article IX: Separation or Dissolution
Section 1: Separation
If at any time a separation should occur in this congregation, the property and all equipment of this congregation shall remain with that portion of the membership which adheres to this Constitution, regardless of number.
Section 2: Dissolution
In the event of the dissolution of the congregation, the Council of Ministry shall, after paying or making provision for the payment of all the liabilities of the congregation, dispose of its remaining assets, if any, exclusively for the purposes of the congregation, by distributing, at the direction of the congregation, the remaining assets to (and only to) one or more organizations with which the congregation is in fellowship, which shall at the time qualify as exempt organization(s) (under section 501 (c) 3 of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code).

Article X: Amendments and Alterations
Section 1: Unalterable and Unrepealable Articles
Inasmuch as they express clear, scriptural teachings, the following articles of this constitution shall be unalterable and unrepealable: Article III—Confessional Standard; Article IV—Church Affiliation.
Section 2: Process for Altering or Repealing Articles of the Constitution
Proposals to alter or repeal any alterable or repealable article of this Constitution or to add an article shall be submitted in writing to the Council of Ministry. Any proposal shall be publicly announced a minimum of two Sundays immediately preceding the congregational meeting in which the proposal shall be discussed. Any proposal shall be discussed in an initial congregational meeting and voted on in a subsequent meeting held no less than one week after the initial meeting. A two-thirds vote of the voting members present shall be required to alter or repeal any alterable or repealable article of this Constitution or to add an article.
Section 3: Processes for Repealing or Amending Bylaws
Any and all bylaws may be repealed or amended by a majority vote of the voting members present at any regular meeting, provided that public notice of this proposed action shall have been given the congregation on at least two Sundays prior to the time of the meeting, and provided that the proposed amendment has been submitted in writing to the Council of Ministry for its study and recommendation.

Bylaws
Bylaw Article I: Congregational Membership
Section 1: Privileges and Responsibilities
A.	“God is love” (1 John 4:8), and his love moves him to bless the members of his church with physical and spiritual gifts (1 John 3:1; James 1:17; 1 Corinthians 12:1-31).  In return for these underserved blessings, we love him (1 John 4:19) and demonstrate that love with the works that we do.  The exercise of such love we acknowledge as both a privilege and a responsibility.  Therefore, it is expected that members of this congregation will:
•	worship regularly and faithfully (Hebrew 10:25),
•	participate in on-going spiritual growth activities such as personal and/or group Bible study (2 Peter 3:18),
•	partake of the Lord’s Supper frequently, if they are recognized as those who can properly examine themselves (1 Corinthians 11:28) and who are willing and able to express confessional fellowship through participation in the Lord’s Supper (1 Corinthians 10:16-17),
•	share the good news about Jesus with others as God provides the opportunity (Acts 1:8),
•	have their children baptized as soon as possible because baptism saves us (1 Peter 3:21),
•	bring up their children in the training and instruction of the Lord (Ephesians 6:4),
•	remember that all their possessions, time, spiritual gifts, and abilities are a trust from God and, therefore, cheerfully decide in their hearts (2 Corinthians 9:7) the portion of their possessions, time, spiritual gifts, and abilities which they will devote to the Lord for use in carrying out the congregation’s ministry and programs, including the work of the church-at-large (1 Corinthians 9:14; 1 Corinthians 16:2; 2 Corinthians 9:6-11; 1 Peter 4:10; Matthew 20:18-20),
•	stay informed of issues and opportunities which God places before the congregation and work together with fellow members for consensus by offering input guided by the Word of God, based on the congregation’s mission, and shaped by the congregation’s planning documents.
B.	Our God has implanted within us Christians the new man, who desires to live righteously (2 Corinthians 5:17; Ephesians 4:24).  Consequently, members of his church will:
•	not live in obvious acts of the sinful nature (Galatians 5:19-21) but lead a Christian life (Galatians 5:22-25),
•	permit themselves, when they have erred, to be admonished and corrected by their fellow Christians (Matthew 18:15-18),
•	refuse to hold membership in any organization whose teachings and practices conflict with the Word of God (John 5:23; 8:31,32; 2 Corinthians 6:14-18).
Section 2. Reception into Membership
A.	At baptism children become members of God’s spiritual family.  At the baptism of children whose parent(s) are members, those children are also then considered to be members of the congregation.
B.	Adults who wish to be received into membership in the congregation shall bring their request to the attention of a pastor(s).  The Council of Ministry shall honor the request when accompanied by a letter of transfer from a congregation which is in agreement with this congregation in doctrine and practice.  Notice of such receptions shall be reported to the entire congregation.
C.	Adults who are not members of a congregation which is in agreement with this congregation in doctrine and practice and desire to become members shall meet with the pastor(s) who will determine the level of instruction necessary for that person to be in a position to state oneness in faith with the members of the congregation.  An adult who has completed a course of instruction in Lutheran Christian doctrine as determined by the pastor(s) and Council of Ministry will be received into membership either by profession of faith or by adult confirmation. 
Section 3. Transfer, Release, or Removal from Membership
A.	Those desiring a transfer or release from membership shall bring their request to the attention of the pastor or the Council of Ministry for action.  
B.	Transfer of membership shall apply only to those who desire membership in a congregation which is in doctrinal fellowship with our congregation (Acts 2:42).
C.	Release from membership shall apply when affiliation is sought with a Christian church and/or denomination not in agreement with this congregation in doctrine and practice (Romans 16:17).
D.	Members with whom the congregation has been unable to communicate, despite diligent efforts to do so, may be removed from the membership list.
E.	Members who persist in an error that in itself does not make the presence of saving faith impossible may be removed from membership after they have been evangelically admonished by their fellow Christians (Matthew 18:15-16) and when their adherence to error becomes public and a matter of divisiveness (Titus 3:10) and thus an offense and obstacle to the truth of God’s Word (Romans 16:17).  This action shall not be used as a substitute for the loving act of excommunication when impenitence is clearly evident.  
F.	Members who persistently abstain from the congregation’s public ministry of Word and Sacrament, despite being evangelically admonished by their fellow Christians, yet who give a confession that makes the presence of saving faith possible, may be removed from membership for self-exclusion as a loving attempt to remove the false security that congregational membership saves.  This action shall not be used as a substitute for the loving act of excommunication when impenitence is clearly evident.
G.	Members transferred, released, or removed have no further rights in this congregation and its property.
Section 4: Church Discipline and Excommunication
Christian discipline shall be exercised in this congregation according to Matthew 18:15-18 toward those who err from the faith or who in other ways have given offense. Those members who become evident as impenitent sinners must be excommunicated. At all times this shall be done in the spirit of the gospel, namely, to regain the erring.  A unanimous vote of the pastor(s) and Council of Ministry is necessary for excommunication. This ministration must be reported to the church at the next congregational assembly. Those who have been excommunicated from this congregation lose all rights and privileges in the congregation and its property.
Section 5: Reinstatement
When, by the grace of God, a person who has been excommunicated or removed from membership for public sin repents of his or her sin, that person is to be reinstated with all former rights and privileges of this congregation (2 Corinthians 2:6-8).
Section 6: Right of Appeal
Any person who has been subject to disciplinary action by this congregation shall be notified in writing by the congregation of the right of appeal.  This notification shall occur within thirty days of the completion of the disciplinary action.  Such appeal must be filed in writing with the district president of the church body with which the congregation is affiliated, with a copy to the congregation, within sixty days of the disciplinary action. (Currently, [name of congregation] is affiliated with the Wisconsin Evangelical Lutheran Synod and a member of the [geographical designation, e.g. Southeastern Wisconsin] district.)
Bylaw Article II: Organization of the Congregation
Section 1: Consensus-building
The congregation and its leaders shall make decisions regarding matters of congregational life, programs, and business through a process of congregational consensus-building, based on the congregation’s mission statement and guided by the congregation’s planning documents. By using verbal, print, and/or electronic communications, the congregation’s leaders shall offer all members information on such matters.  By using open forums, questionnaires, opinionnaires, and/or polls the congregation’s leaders shall seek valued input from all communicant members.
Section 2: Voting Membership
A.	Sometimes the congregation will need to make authoritative and binding decisions for the good of others. Examples would be:
•	the calling or removing of a called worker,
•	the electing or removing of a member of the Council of Ministry,
•	the adoption of a ministry plan and corresponding budget,
•	the approval of major congregational loans or purchases,
•	the dissolution or consolidation of the congregation.
The congregation shall make such decisions through its voters.  When the consensus-building process has been utilized, the voting membership will take the result of the process into consideration in decision-making.  
B.	All communicant members who meet all the following criteria shall be considered voting members:
1.	Voting members must be male, since making authoritative, binding decisions is an exercise of headship (1 Corinthians 11:3; 1 Corinthians 14:34; 1 Timothy 2:12).
2.	Voting members must have attained the age of eighteen, since making good decisions requires a level of experience and maturity. 
3.	Voting members must have attended in-person a minimum of half of the regular worship services in the previous calendar year, since voters will make decisions for the good of other members which requires a familiarity with those members. (The Council of Ministry may waive this criterion for new members who meet the other criteria.)
4.	Voting members must be in good standing. (I.e. He must not be currently under some form of church discipline.) 
C.	The voters present at a properly called meeting shall constitute a quorum to do business. A simple majority of the votes cast by the voting members present at a properly convened meeting of the congregation will be sufficient for such decisions except as otherwise provided in this constitution and bylaws. 
Section 3: Meetings
A.	An annual congregational Business Meeting shall be held to approve the annual plan for ministry, the corresponding budget, and to elect members to the Council of Ministry as needed. This Business Meeting shall be called by the Council of Ministry by publicly announcing the date and place at least two Sundays prior to the date of the meeting.  
B.	Additional congregational meetings may be held at other times of the year subject to a call by the Council of Ministry or at the request of twenty percent of voting members within the congregation. Such meetings must be announced according to the general rule set forth in Section 3A with the purpose(s) clearly stated.
C.	The president of the congregation, vice president, or their designated Council of Ministry member shall preside at all congregational meetings.
D.	No one shall bring to any meeting a charge or complaint against any member or against a pastor, staff minister, or teacher unless he has first admonished him in a Christian manner in the spirit of Matthew 18:15-20. 
E.	The meetings shall be conducted according to good, Christian order. 
Bylaw Article III: Council of Ministry
Section 1: Purpose of the Council of Ministry
The Council of Ministry shall be responsible for the spiritual and material affairs of the congregation. As servant-leaders, the Council of Ministry shall demonstrate selfless love and service for the well-being, spiritual growth, and unity of all the members. The Council of Ministry is accountable to God and all the members of the congregation.
The members of the Council of Ministry shall work together with and support the called workers in carrying out the ministry of the congregation in accord with Scripture and the stated mission of the congregation.
Section 2: Responsibilities of the Council of Ministry
The congregation entrusts the Council of Ministry the following responsibilities:
•	Serve as an example to the congregation, adorning their high office with a godly way of life (1 Timothy 3:8-12)
•	Care in love for their fellow members who have special needs (Galatians 6:9-10)
•	Practice loving church discipline when necessary, following the principles established in Matthew 18:15-18
•	Handle all issues related to membership changes
•	See to the production and implementation of all congregational plans and budgets
•	Oversee all of the congregation’s programming
•	Implement the congregation’s policies and resolutions
•	Administrate the physical and financial resources of the congregation
•	Serve as a link between the congregation and synod/district
•	Be responsible for all other matters pertaining to the good and welfare of the congregation
The Council of Ministry shall make its decisions regarding important matters of congregational spiritual life and business based on a process of congregational consensus-building as described in Article II, Section 1 of these bylaws.  
The Council of Ministry shall control the corporate property of the congregation according to the direction given to it by the congregation. The Council of Ministry is hereby empowered to borrow money, pledge the assets of the congregation, sell, lease or otherwise dispose of the real and personal property of the congregation all at the direction of the congregation. It shall also have the right to acquire property by any legal means as directed by the congregation. 
Section 3: Structure of the Council of Ministry
A.	The congregation shall elect at its annual Business Meeting, specified in the Bylaws, Article II, Section 3, a Council of Ministry composed of as many members (but not fewer than the number of corporate officers required by state law) as the congregation by resolution shall from time to time determine. 
B.	The term of office for each member of the Council of Ministry shall be three years.
C.	The term of one third of the members of the Council of Ministry, if possible, shall expire each year. Such expired terms are to be filled by election at the annual Business Meeting. Each member shall serve until his successor is installed.  
D.	The pastor(s) of the congregation shall be an ex-officio member of the Council of Ministry. 
Section 4: Qualifications for the Council of Ministry
The first New Testament congregation at Jerusalem chose men “full of the Spirit and wisdom” (Acts 6:1-6) to aid the apostles in the administration of its affairs.  This congregation shall choose Council of Ministry officers with like qualifications (1 Timothy 3:8-13).  These offices must meet all the criteria for voting membership described in Article II, Section 2B of these Bylaws. The respect and esteem of the congregation are due these officers in the performance of their duties, and they shall be given its cooperation.  They shall conduct themselves in a manner befitting their responsible office (1 Timothy 3:8-13).
Section 5: Election to the Council of Ministry
A.	The president shall appoint a nominating committee of not less than three members of the congregation and the pastor(s).  
B.	The nominating committee shall solicit nominations for the Council of Ministry. Any communicant member who has reached the age of eighteen may make a nomination. 
C.	The nomination committee shall ensure that anyone nominated meets the criteria for voting membership described in Article II, Section 2B of these Bylaws. The nominating committee shall check with each qualified candidate as to his willingness to serve. 
D.	The nominating committee will submit their list of recommended candidates to the Council of Ministry. The Council of Ministry shall produce and publish a final list of nominees at least two Sundays prior to the date of the annual Business Meeting. No additional nominations will be taken after this final list of candidates has been published. 
E.	At its annual business meeting, after discussion, the voting membership shall elect the candidates. A majority of votes cast shall be necessary for election. 
F.	No more than ten days following the annual Business Meeting of the congregation the Council of Ministry shall meet to elect from its own members individuals to serve for one-year in the following offices: president, vice-president, and secretary. Officers are eligible for election in subsequent years for as long as they continue to serve on the Council of Ministry. 
G.	As soon as possible after the elections, the new members of the Council and any new officers shall be installed into their positions at a regular service and thus be presented to the congregation.
Section 6: Duties of Council Officers
A.	President
•	The president shall have general supervision of the affairs of the congregation and conduct all its business affairs according to established good order. 
•	He shall preside as chairman at all congregational and council meetings. (He may appoint a facilitator to oversee the process of consensus building.) 
•	He shall see to it that the councilmen carry out their responsibilities and offer reports to the council and congregation. 
•	He shall oversee the congregation’s financial operations, including providing oversight of any individuals appointed or hired to manage the congregations finances, e.g. congregational treasurer, congregational financial secretary, business manager, etc. 
•	He is authorized to sign documents and supervise expenditures of the congregation and Council of Ministry. 
•	He shall perform such other duties as outlined in this Constitution and Bylaws, or as assigned to him by the congregation.
B.	Vice-President
•	The vice-president shall assume the responsibilities of the president in his absence. 
•	He shall oversee a process whereby annually the workload, health, and financial well-being of all called workers is assed and any concerns are addressed. 
•	He is authorized to provide the required second signature for all legal documents directed to be executed by the congregation.
C.	Secretary
•	The secretary shall keep minutes of all congregational and council meetings and submit them for revision and approval at each subsequent meeting.  
•	He is authorized to provide the required second signature for all legal documents directed to be executed by the congregation.
Section 7: Meetings of the Council of Ministry
The Council of Ministry shall meet at regular intervals as determined by the Council of Ministry. Special meetings may be called by the pastor(s) or the president. The council shall not convene to transact business without the knowledge of the pastor. A majority of the members of the council shall constitute a quorum.
Section 8. Council Vacancies
In the event of a vacancy on the Council of Ministry, the vacancy shall be filled by appointment of the president, with approval of the Council of Ministry, and effective until that term expires.
Bylaw Article IV: Coordinators & Ministry Action Teams 
Section 1: Flexible Organization
A.	The organizational structure of the congregation for carrying out ministry programs and activities shall be flexible. The Council of Ministry may use any or all of these methods:
1.	The Council of Ministry may appoint a coordinator (with no surrounding Ministry Action Team) who will receive training and direction and then work together with others to conduct a ministry program or activity.
2.	The Council of Ministry may appoint a standing Ministry Action Team to conduct a ministry program or activity. This ministry action team shall have a coordinator either appointed by the Council of Ministry or chosen by the ministry action team members.
3.	The Council of Ministry may appoint a task force, limited in time and assignment, to carry out some ministry effort. This task force shall have a coordinator either appointed by the Council of Ministry or chosen by the task force members.
B.	All ministry programs and activities will be carried out in line with the congregation’s mission and guided by the congregation’s planning documents. 
C.	Any organized group or program intended to represent or serve the congregation shall exist only by consent and approval of the Council of Ministry.
Section 2: Relationship to Council of Ministry 
A.	All organizational positions described in Bylaws Article IV, Section 1A are service positions. Individuals serve at the discretion and under the authority of the Council of Ministry. 
B.	The Council of Ministry shall provide a position description for any coordinator and a list of responsibilities for any Ministry Action Team or task force. 
C.	There may be at least one member of the Council of Ministry and/or one pastor serving on any Ministry Action Team or task force. These individuals need not serve as the coordinators of those teams (though, he can). 
D.	Communication between any Ministry Action Teams/task force occurs through reports produced by coordinator and shared by the councilman and/or pastor who serves on that group. (If a coordinator is functioning with no surrounding Ministry Action Team, they shall report to a designed member of the Council of Ministry.) 
E.	If a Ministry Action Team or task force would need to make a recommendation for a binding decision (i.e. the type of decisions that would typically relate to responsibilities reserved for the voting membership or delegated to the Council of Ministry), that recommendation is passed up to the Council of Ministry through the communication process described in Bylaws Article IV, Section 2D. 
F.	The Council of Ministry may choose to convene periodically with coordinators to discuss ministry plans and objectives. That group shall be known as the Ministry Coordinating Committee. 
Section 3: Eligibility for Service
A.	Any communicant member over the age of 18 and in good standing can serve on a Ministry Action Team or task force, pending the approval of the Council of Ministry.    
B.	Any communicant member over the age of 18 and in good standing can serve as a coordinator, with or without a surrounding Ministry Action Team, pending the approval of the Council of Ministry.  
Section 4. Boards
A.	The Council of Ministry can, if it deems it necessary or wise, delegate authoritative decisions to a subgroup within a Ministry Action Team. That subgroup shall be known as a Board.  (E.g. Board of Elders within a Soul Care Team; School Board within a School Team.)
B.	Membership on a Board is open to voting members, defined in Bylaws Article II, Section 2B. 
C.	Member of any Boards shall be appointed by the Council of Ministry.
D.	A member of the Council of Ministry and/or the pastor(s) shall serve on every Board. 
E.	A Board chair will be appointed by the Council of Ministry.