Congregation & Corporation Bylaws

Bylaws of the Congregation of Tenth Presbyterian Church

(Last amended by Session October 22, 2019, and approved by congregation December 6, 2019)

Constitution

1. The Tenth Presbyterian Church of Philadelphia, being a particular Congregation of the Presbyterian Church in America, recognizes that the Constitution of said church is, in all its provisions, obligatory upon it and its members.

Meetings

2. There shall be one stated meeting of the Congregation in the church edifice in December (or late November) for the adoption of the annual congregational budget, the election of elders, deacons and deaconesses, the election of congregational members of the Nominating Committee, and for the transaction of any business properly coming before such meeting.

There shall also be an informational meeting (not a formal congregational meeting that requires a quorum) in March or April to hear annual reports, or some other form of meetings within that time frame to provide oral reports and/or provide a forum for church discussion.

The dates of meetings may be fixed or changed by the vote of the Session of the church.

Special Meetings

3. Special meetings may be called by the Session or the Presbytery. Such calls shall state clearly the purpose of such special meeting, and no other matter save that specified in the call may be considered.

Announcement of Meetings

4. Notice of the time, place and purpose of all meetings of the Congregations shall be publicly announced at least one week prior to the date of the meeting (BCO 25-2).

Moderator

5. The Senior Minister of the church shall preside. If the Senior Minister is unable to be present, he may, with the consent of the Session, appoint an associate minister or assistant minister to preside. If the church is vacant, or if the Senior Minister and the elders agree that the subject to be discussed requires it, a minister of the Philadelphia Presbytery of the Presbyterian Church in America shall be invited by the Session to preside. The actions of said meeting shall not be legally binding until ratified by a later meeting presided over by the pastor or duly appointed moderator.

Secretary

6. The Clerk of Session shall be secretary of the meetings of the Congregation. In his inability to attend, the Session shall designate a secretary in his stead.

Qualification of Electors

7. All communicant members in good and regular standing, but no others, are entitled to vote.

Voting

8. Voting by proxy is not allowed.

Rules for Judicatories

9. Meetings shall be conducted in accordance with the standards of the Presbyterian Church in America, so far as they apply, and when they do not apply, according to usual legislative rules of order, such as those stipulated in the latest edition of Robert’s Rules of Order.

Prayer

10. All meetings shall be opened and closed with prayer.

Quorum

11. The quorum of the congregational meeting shall consist of one-sixth (1/6) of the resident communicant members (BCO 25-2).

Elders

12. There shall be a maximum of eighteen ruling elders divided into three equal classes, one class of whom shall be elected each year by the Congregation at the December stated meeting for a three-year term. The appointment to session assignments shall be accomplished by the full session in its January meeting each year. No elder shall serve on the Session consecutive terms, either full or partial, aggregating more than six years, but shall be ineligible to be elected to a new term until one year or more shall have elapsed.

Parish Elders shall each be responsible to serve one of the parishes of the church. To the extent possible, these elders shall reside in the same parishes they each serve.

Three elders shall also serve as the Trustees of the church. They shall be elected to one-year terms by the Congregation each year from among those elders who are already serving as ruling elders at the time of their election.

(Editorial Note: Session recommends the congregation vote in December 2022 to delete the section shown in bold above as who may serve as a Trustee is covered in the Corporation Bylaws.)

Deacons

13. There shall be a maximum of thirty deacons divided into three classes, one class of whom shall be elected each year at the December stated meeting for a three-year term. No deacon shall serve on the Board of Deacons for consecutive terms, either full or partial,

aggregating more than six years, but shall be ineligible to be elected to a new term until one year shall have elapsed.

Deaconesses

14. There shall be a maximum of eighteen deaconesses divided into three equal classes, one class of whom shall be elected each year at the December stated meeting for a three-year term, pending their appointment by the Session. No deaconess shall serve on the Board of Deaconesses for consecutive terms, either full or partial, aggregating more than six years, but shall be ineligible to be elected to a new term until one year shall have elapsed. The Board of Deaconesses shall assist the Board of Deacons in carrying out its ministry, particularly in areas where it is more appropriate for women than men to serve, and shall be subject to oversight by the Board of Deacons (BCO 9-7).

Vacancies

15. Vacancies on the Session, Board of Deacons or Board of Deaconesses may be filled at a special meeting of the Congregation or at a stated meeting, as the Session may determine.

Nominating Committee

16. There shall be a Nominating Committee of Session. Two members of this committee shall be ruling elders of the church and appointed by Session each year, one of whom Session shall name as chair of the committee. One member of this committee shall be designated by and from the Board of Deacons and one by and from the Board of Deaconesses. Six members of this committee shall be active members of the church chosen by Session, three each year to two-year terms, none of whom may be serving on the Session, the Board of Deacons, or the Board of Deaconesses. In addition, the Senior Minister or an Associate Minister shall be a member of this committee ex officio but without a vote.

This committee shall endeavor, by canvassing the congregation, to bring to Session by the October stated meeting all the nominations for the office of ruling elder, deacon, and the position of deaconess to be presented to the congregation for election at the December stated congregational meeting. Trustees shall be nominated by the Session, with three to be elected by the congregation.

Amendment of Bylaws

17. These bylaws may be amended by any meeting of the congregation, provided that:

  1. The proposed changes are in agreement with the Constitution of the Presbyterian Church in America as defined in part III of the Preface of The Book of Church Order, and
  2. The proposed changes have been reviewed by the Session.
  3. Thirty days’ notice has been given to the congregation prior to a congregational meeting.
  4. They are approved by a two-thirds majority of the communicant members attending the congregational meeting.

Corporate Bylaws of Tenth Presbyterian Church, Inc.

A Not for Profit Corporation (A Particular Church)

Most recently amended by Session July 26, 2022

Article I Purposes, Formation and Membership, Authority and Limitations, Powers and Duties, Property

Section 1. Purpose.

The purpose for which the Corporation is formed is to exercise sole ownership and stewardship of its property. Purposes are more fully set forth in the Constitution of the Presbyterian Church in America, which is incorporated herein by reference. (BCO 25-7, 25-8).

Section 2. Formation and Membership.

The Corporation is formed by Tenth Presbyterian Church. The Tenth Presbyterian Church is a member church of the Philadelphia Presbytery of the Presbyterian Church in America. All communicant members shall be members of the corporation.

Section 3. Authority and Limitations.

In carrying out such purposes, the Trustees and the Corporation shall be under the authority of the Session and the congregation and shall, at all times and in all respects, conform to and support the Constitution of the Presbyterian Church in America (BCO Part I). No bylaw or rule of procedure of the Corporation of Tenth Presbyterian Church in the City of Philadelphia shall controvert or nullify the following:

  1. The laws of the United States of America,
  2. The laws of the Commonwealth of Pennsylvania,
  3. The constitution thereof of the Presbyterian Church in America

The powers and duties of the Corporation and its Trustees shall not infringe upon the powers and duties assigned to the Session or to the Board of Deacons of the Tenth Presbyterian Church. Section 4. Property. The Corporation of Tenth Presbyterian Church, through its duly elected Trustees (corporation officers), shall have sole title to its property, real, personal, or mixed, tangible or intangible, and shall be sole owner of any equity in any real estate, or any fund or property of any kind held by or belonging to the particular church, or any board, society, committee, Bible school class or branch thereof. The superior courts of the Presbyterian Church in America may receive monies or properties from Tenth Presbyterian Church only by free and voluntary action of the latter (BCO 25-8). Tenth Presbyterian Church is entitled to hold, own, and enjoy its own properties without any right of reversion whatsoever to any Presbytery, General Assembly, or any other courts hereafter created, trustees or other officers of such courts. (BCO 25-9).

Article II Trustees

Section 1: Qualification; Election; Removal.

(Amended by Session July 26, 2022).

The officers of the Corporation are designated Trustees. Three Trustees shall be elected in a regularly constituted meeting of the Corporation. The Trustees are constituted by a. one serving Ruling Elder; b. one serving Deacon; and c. one Deaconess or any other member of the congregation in good standing. Trustees are approved by Session prior to being presented at a regularly constituted meeting of the Corporation

The Trustees’ positions and duties are assigned by the Session. Only Session has the authority to remove a Trustee from office. If a Trustee is not able to complete a term, Session may appoint someone to fill out the term. The Trustees may draw upon church members that they think may be necessary or helpful for fulfilling their responsibilities, but these members are not Trustees and will not have the Trustees’ legal authority or official responsibility.

Section 2. Powers and Duties.

The Corporation through its Trustees shall have the powers and duties granted by the Constitution of the Presbyterian Church in America. (BCO 25-7).

  1. The buying, selling and mortgaging of property for the church. In buying, selling, and mortgaging real property, the Trustees shall act solely under the authority of the corporation, granted in a duly constituted meeting of the corporation.
  2. The acquiring and conveying title to such property, the holding and defending title to the same,
  3. The managing of any permanent special funds entrusted to them for the furtherance of the purposes of the church, provided that such duties do not infringe upon the powers and duties of the Session or of the Board of Deacons.
  4. The managing of all property of the church, tangible and intangible. The Trustees manage and/or oversee management of all stocks, bonds, mortgages, or other instruments of value; the physical property; the Church Ministry and Building Improvement Budgets. They are empowered to borrow money or become surety upon loans made in connection with acquisition of real property by the Tenth Presbyterian Church or its affiliated organizations in the City of Philadelphia. The Trustees review all funds held by various groups within the church.
  5. Providing for an annual audit of the books and accounts by an independent auditor, the same to be a Certified Public Accountant named by the Board; carrying out the directives of the auditor.
  6. Providing a written annual report to the Congregation by April of the following year (amended by Session September 24, 2013).

Section 3: Trustee Committees.

The Trustees shall have three standing committees: Finance, Building, and Personnel. The Trustees may appoint members of the corporation to join them in their meetings to provide expertise. These appointees shall not have a vote at the Trustee meetings.

  1. The Finance Committee oversees the collection and receiving of all funds due the congregation from any source. It shall oversee that funds are deposited in a bank or banks approved by the Trustees and keep an accurate account of all such funds received. It shall oversee the paying of bills for expenses or commitments only as authorized by the budgets of the church or by action authorized by the Trustees, and likewise oversee that an accurate record is maintained for all such disbursements. It shall prepare a statement of such accounts monthly and be presented to the Trustees at their monthly meeting. It shall perform such other duties as the Trustees may direct.
  2. The Building Committee plans and oversees the facility-related Building Improvement Budget and projects regarding safety, maintenance, design, and renovation of Tenth facilities including but not limited to maintaining insurance for the facilities.
  3. The Personnel Committee develops policies related to employment and resolves matters brought to its attention by employees.

Article III Meetings of the Board of Trustees

Section 1. Monthly Meeting.

The Board of Trustees shall normally meet monthly one week before the Session meeting and shall keep minutes of all such meetings. The Trustees shall have and exercise the authority of the Corporation in the management of the business of the Corporation between the meetings of the Corporation.

Section 2. Quorum.

A majority of the Trustees shall constitute a quorum for the transaction of business, and the action of the quorum shall be the action of the Board of Trustees; provided, that if the Trustees shall unanimously consent in writing (including e-mail) to any action to be taken by the Corporation, such action shall be valid as corporate action as though it had been authorized at a meeting of the Trustees.

Section 3. Power and Authority.

The Board of Trustees shall have power and authority to carry out the affairs of the Corporation and in so doing may elect or appoint all necessary committees; may employ all such employees as shall be requisite for the conduct of the affairs of the Corporation; may fix the compensation of such persons; may prescribe the duties of such persons; and may dismiss any appointive agent of the Corporation without previous notice. All actions requiring Trustee approval are to be presented at duly constituted Trustee meetings (either stated or called) and spread upon the minutes. These meetings include those conducted electronically or by telephone as long as they are spread upon the minutes.

Article IV Meeting of Members

Section 1. Annual Meetings.

The Trustees shall report to the Congregation annually in December for the congregation to recommend the Church Ministry and Building Improvements Budgets to the Session and for the election of Trustees. The Trustee Chair shall call and chair Corporation Meetings. These meetings may be held in conjunction with a Congregational Meeting. The Clerk of Session will serve as secretary of the annual and special meetings, unless he cannot serve, in which case the chairman of the meeting shall appoint a secretary from the qualified electors present.

Section 2. Notices and Information.

Notice of the time and place and nature—in person or electronic—and in case of a special meeting the purpose, of every meeting of the Corporation shall be given from the pulpit and in the church bulletin on the Sunday preceding, together with such cogent information pertaining thereto as shall enable voting members of the corporation to prayerfully and intelligently reach a decision (BCO 25-2).

Section 3. Special Meetings.

Special meetings of the Corporation may be held simultaneously with meetings of the congregation or immediately thereafter. Special meetings may be held at any time upon the call of Session.

Section 4. Quorum.

The quorum of the corporation meeting shall be the same as the congregational meeting and shall consist of one-sixth (1/6) of the resident communing members (BCO 25-3). A quorum is required for all corporation meetings requiring a vote; no action may be taken without quorum.

Section 5. Proxy Voting.

Voting by proxy is prohibited. Section 6. Electronic Meeting. Any meeting of the Corporation may be held electronically if a majority of the Trustees approve of doing so for a particular meeting and notice of its electronic nature is given to the Corporation members as per Section 2. At such a meeting all members of the Corporation shall have the right to fully participate electronically although some members may be allowed to be present together in a particular place of which notice shall be given per Section 2.

Article V Officers

Section 1. Officers.

As soon as may be after the election of Trustees in each year, the Session shall appoint from their number the Corporation President, Secretary, and Treasurer. The same person may hold any two offices except those of President and Secretary. The board may also appoint such other officers and agents as may be deemed necessary for the transaction of the affairs of the Corporation. The President shall serve as Trustee Chair and Chairman of the Finance Committee.

Section 2. Term.

The term of office for all officers shall be one (1) year or until their respective successors are chosen.

Article VI Fiscal Year; Seal; Office

Section 1. Fiscal Year.

The fiscal year of the Corporation shall be the calendar year: January 1–December 31.

Section 2. Seal.

The Board of Trustees shall provide a suitable corporate seal for use by the Corporation. Section 3. Office. The principal office and mailing address of the Corporation is 1701 Delancey Street, Philadelphia, PA 19103.

Article VII Amendments

The bylaws of the Corporation may be amended or added to, or new bylaws may be adopted, by the affirmative vote of two-thirds of the Session; provided, that the bylaws must at all times and in all respects remain in conformity with the Constitution of the Presbyterian Church in America.

Article VIII Indemnification of Trustees and Officers

Each Trustee and officer of the Corporation and their appointees (referenced in Article II) shall be indemnified by the Corporation against expenses reasonably incurred in connection with any action, suit, or proceeding to which the Trustee, officer or appointee may be made a party by reason of being or having been a Trustee, officer of the Corporation or appointee (whether or not he/she continues to be a Trustee, officer or appointee at the time of incurring such expenses), except in relation to matters as to which he/she shall finally be adjudged in such action, suit, or proceeding to be acting outside the scope of his/her duties or authority. The foregoing right of indemnification shall not be exclusive of other rights to which any Trustee, officer or appointee may be entitled as a matter of law.

Article IX Dissolution

If the church is dissolved by the Presbytery at the request of the congregation and no disposition has been made of its property by those who hold the title to the property within six months after such dissolution, then those who held the title to the property at the time of such dissolution shall deliver, convey and transfer to the Presbytery, or to the authorized agents of the Presbytery, all property of Tenth Presbyterian Church; and the receipt and acquittance of the Presbytery, or its proper representatives, shall be a full and complete discharge of all liabilities of such persons holding the property of the church. The Presbytery receiving such property shall apply the same or the proceeds thereof at its discretion. (BCO 25-12)