Book of Church Order

Book of Church Order

Corporate Bylaws

of

Presbyterian Church in America

(A Corporation)

 

Includes all amendments approved up to and including the 51st General Assembly held in Richmond, Virginia, June 11-14, 2024

PREFATORY STATEMENT:

For the purpose of conducting civil matters, Presbyterian Church in America is a civil corporation organized and existing under the laws of the State of Delaware.  As in any civil corporation, the Presbyterian Church in America has a certificate of incorporation and bylaws under which it is to operate in regard to these civil matters.  These bylaws should never be amended to include procedures for conducting ecclesiastical business but only for the conduct of civil business in our society.

ARTICLE I.  NAME AND LOCATION

Section 1.  The name of this corporation shall be Presbyterian Church in America (A Corporation).

Section 2.  The registration of the corporation of the Presbyterian Church in America will be designated by the Board of Directors and reported annually in the corporate minutes.  The official business address of the corporation is the office of the Administrative Committee.

Other offices for transaction of business shall be located at such places as the General Assembly or its Permanent Committees shall designate.

ARTICLE II.  MEMBERS AND MEETINGS OF THE CORPORATION

Section 1.  The members of the corporation shall be those duly ordained Teaching Elders (Ministers) enrolled in a Presbytery affiliated with the Presbyterian Church in America, and those Ruling Elders representing local congregations, which congregations are affiliated with Presbyteries affiliated with the Presbyterian Church in America who have been designated or commissioned to attend the next General Assembly of the Presbyterian Church in America.  Such Teaching Elders and Ruling Elders shall be designated or commissioned by Presbyteries or Congregations in accordance with rules and regulations prescribed by the Book of Church Order (14-2).  Such individuals shall be the members of the corporation until the next meeting of the General Assembly of the Presbyterian Church in America at which time the members of the Corporation shall be those individuals designated or commissioned as hereinabove set forth to attend such General Assembly.

Section 2.  The annual meeting of the Corporation shall be at such time and such place as designated by the General Assembly.

Section 3.  Special meetings of the membership of Corporation in General Assembly may be called in accordance with the Book of Church Order (14-3).

Section 4.  A quorum for the transaction of business at any meeting of the membership in General Assembly shall be that prescribed in the Book of Church Order (14-5).

Section 5.  The Moderator shall call all meetings to order and shall preside until his successor has been selected and takes office.  If the Moderator is unable to act, the Stated Clerk shall call the Assembly to order and preside over its sessions until a Moderator has been elected.

Section 6.  Proxies shall not be allowed at General Assembly meetings of the membership.

ARTICLE III.  BOARD OF DIRECTORS

Section 1.  The business affairs of the Corporation, as distinguished from the ecclesiastical matters, shall be managed by the Board of Directors, which shall have such powers and duties as are set forth in the charter of the Corporation and the Bylaws.

Section 2.  The Board of Directors shall consist of the members of the Administrative Committee of General Assembly.  Each director shall hold office as a director as long as he remains a member of the Administrative Committee of General Assembly.

Section 3.  The Board of Directors may establish such subcommittees as may be deemed necessary or desirable and vest such subcommittees with such authority as may be deemed proper.

Section 4.  A Stated Meeting of the Board of Directors shall be held during each General Assembly.  Notice shall not be required for this Stated Meeting.  A regular meeting, without notice, may be held at each regular meeting of the Administrative Committee.

Section 5.  Special Meetings of the Board of Directors may be called by the Chairman or by a majority of the Board.  Written notice stating the place, date and hour of such special meeting shall be delivered by the Secretary at least 10 days prior to the date of the meeting.  Such notice should specify
the purpose of the meeting.  A director may waive such notice; and attendance at such a meeting shall constitute a waiver of such notice.

Section 6.  A majority of the Board of Directors shall constitute a quorum.

Section 7.  There shall be no voting by proxy.

ARTICLE IV.  OFFICERS

Section 1.  The officers of the Corporation shall be the Chairman of the Board and President, the Secretary, the Treasurer, and such assistant secretaries and treasurers as may be deemed desirable by the Board of Directors.  The Board of Directors may elect assistant secretaries and treasurers.  In the event that the Secretary or the Treasurer is unable to act, the Board of Directors shall be authorized to appoint a provisional Secretary or a provisional Treasurer to serve until a regular Secretary or Treasurer may be elected by the next General Assembly.

Section 2.  The Chairman of the Administrative Committee shall serve as Chairman of the Board of Directors and as the President of the Corporation.  The Chairman shall preside at all meetings of the Board of Directors and shall appoint the members of all subcommittees of the Board.  He shall sign such instruments as may be required and shall perform such duties as may be assigned by the Board of Directors of the members of the Corporation in General Assembly.

Section 3.  The Stated Clerk of the General Assembly shall serve as the Secretary of the Corporation.  The Secretary shall have such duties and responsibilities as set forth in the Book of Church Order and the Rules of Assembly Operations for the Stated Clerk.  He shall be immediately responsible to the Administrative Committee.  The Secretary shall prepare and forward all notices required by law or by these Bylaws, and shall have general charge of the corporate books and records.  He shall sign such instruments as may be required, and perform the duties incident to the office of Secretary, and such duties as may be assigned by the Board of Directors or the members of the Corporation in General Assembly.

Section 4.  The Stated Clerk of the General Assembly shall serve as the Treasurer of the Corporation.  The Treasurer shall be the custodian of the funds and securities belonging to the Corporation, and not otherwise designated to one of the four Program Committees.  He shall receive, deposit and disburse such funds as directed by the General Assembly, including any provisions set forth in the Book of Church Order.  He shall keep an accurate account of the finances of the Corporation and of the funds in his custody.  He shall prepare, or have prepared, such reports of the financial condition of the Corporation as may be required, and, in general, perform all of the duties incident to the office of Treasurer.  He shall be bonded in an amount to be determined by the Administrative Committee.

ARTICLE V.  THE PARTICULAR PERMANENT COMMITTEES

A. The Administrative Committee of General Assembly.

The business affairs of the Corporation as distinguished from the ecclesiastical matters, and those not specifically assigned to one of the other permanent committees by these Bylaws or an act of the General Assembly, shall be managed by the Administrative Committee, which serves as the Board of Directors provided in the Charter of Incorporation, subject to such rules and regulations as may be prescribed by the General Assembly, including all applicable provisions of the Book of Church Order.

B. The Committee on Discipleship Ministries.

The affairs of the Church in the areas of Christian education and publications are assigned to the Committee on Discipleship Ministries, whose duties and authority shall be designated by the General Assembly.

C. The Committee on Mission to North America.

The affairs of the Church involved in its extension in the United States and Canada are assigned to the Committee on Mission to North America, whose duties and authority shall be designated by the General Assembly.

D. The Committee on Mission to the World

The affairs of the Church in the area of world missions outside of the United States and Canada are assigned to the Committee on Mission to the World, whose duties and authority shall be designated by the General Assembly.

E. The Committee on Reformed University Fellowship

The affairs of the Church in the area of campus ministries on college and university campuses are assigned to the Committee on Reformed University Fellowship, whose duties and authority shall be designated by the General Assembly.

F. Other Committees

The Assembly may elect or appoint other committees of either a permanent or temporary character to handle particular matters of business as designated by the Assembly.  The business handled by such committees shall be limited to those matters assigned by the Assembly.

G. Boards of Agencies

When it is necessary for the handling of civil matters, the General Assembly may authorize one of its committees or agencies to incorporate and to form a board.  The relationship of the board to the Assembly remains as a committee, and the provisions of the corporation charter and bylaws shall be in conformity with the constitution of the Church.

ARTICLE VI.  OTHER BOARDS AND AGENCIES

The Assembly has authority to make exceptions to the above guidelines for some boards, agencies and committees not specifically covered by the BCO, by making amendments to these bylaws spelling out the specific exceptions, as well as approving corporation bylaws in conformity with these exceptions.

1. Geneva Benefits Group, hereinafter referred to as “Geneva,” shall provide such services in furtherance of the religious purposes of this Corporation as may be agreed between Geneva and the corporation from time to time.  Specifically, but not in limitation thereof, Geneva shall administer and serve as the trustee of the assets of the retirement plans, the group insurance plans and the ministerial relief programs of the Corporation.

No action of the General Assembly, the Corporation, or Geneva shall conflict with provisions of the “Trust Agreement for the Tax-Sheltered Annuity Plan of the Presbyterian Church in America,” and the “Presbyterian Church in America Health and Welfare Benefit Trust” without amendment of said Trust Agreements as provided in the Trust Agreements.  Geneva shall serve as the trustee under the Trust Agreements until replaced in accordance with their terms.

Geneva will make a report to each General Assembly through the Committee of Commissioners on Geneva Benefits Group.

The Board of Directors of Geneva shall be twelve (12) in number, divided into four (4) classes of three (3) men each serving for four (4) year terms.  Directors will be eligible for re-election to a second four-year term after which there must be a one-year interval before further re-election.  The Board may make requests to the Presbyteries to nominate specific men to the Board and may submit to the General Assembly Nominating Committee letters of recommendation concerning particular nominees from the Presbyteries.  The General Assembly shall elect at each Assembly a class of Directors to begin service immediately following the conclusion of the Assembly.  Each member of the Directors must be either a Teaching Elder, Ruling Elder or Deacon in the Presbyterian Church in America.  The Directors are not subject to the provisions of the BCO, Chapter 14 relating to proportionate representation of all Presbyteries or for equal representation of Teaching and Ruling Elders.  A vacancy on the Board of Directors because of death, resignation, removal, disqualification, or otherwise, may be filled by the directors for the unexpired portion of the term subject to the approval of the next General Assembly.

2. The Board of Trustees of Covenant College shall consist of twenty-eight members each elected to a four-year term.  The Board is divided into four classes of seven men each such that the terms of one-fourth of the Board members expire each year.  There is no required formula for dividing the members of a class between teaching and ruling elders.  A Trustee shall be eligible at the end of any full four-year term for re-election to a second four-year term, after which there must be a one-year interval before re-election.  The General Assembly of the PCA may choose to elect Trustees to fill unfinished terms of Trustees who vacated their office before their term expired.

The Trustee who is elected to fill the unfinished term is eligible, if reelected, to serve one additional successive term, after which a one-year period must elapse before he is eligible for re-election.

Up to four men of denominations with which the PCA is in ecclesiastical fellowship may be elected, one to each class.  In addition, the Board may make requests to the Presbyteries to nominate specific men to the Board and may submit to the Assembly Nominating Committee letters of recommendation concerning particular nominees from the presbyteries.  Furthermore, the Board may recommend one nominee per class from another NAPARC member denomination for consideration by the Assembly Nominating Committee, with a maximum of two such members permitted on the Board at one time.

3. The Board of Trustees of Covenant Theological Seminary shall consist of not less than twelve and not more than thirty-two members [currently twenty-four].  The members of the Board of Trustees are each elected to a four-year term.  The Board is divided equally into four classes, the terms of one-fourth of the Board members expiring each year.  A Trustee shall be eligible at the end of any full four-year term for re-election to a second four-year term, after which there must be a one-year interval before re-election.  The General Assembly of the PCA may choose to elect Trustees to fill unfinished terms of Trustees who vacated their office before their term expired. The Trustee who is elected to fill the unfinished term is eligible, if reelected, to serve one additional successive term, after which a one-year period must elapse before he is eligible for re-election.

Each Trustee shall be an ordained teaching or ruling elder of the Presbyterian Church in America and elected by the General Assembly, except that up to two members of each class may be elders of denominations with which the PCA is in ecclesiastical fellowship.  There is no required formula for dividing the members of a class between teaching and ruling elders.  In addition, the Board may make requests to the Presbyteries to nominate specific men to the Board and may submit to the Assembly Nominating Committee letters of recommendation concerning particular nominees from the presbyteries.  Furthermore, the Board may recommend one nominee per class from another NAPARC member denomination for consideration by the Assembly Nominating Committee, with a maximum of two such members permitted on the Board at one time.

4. The Directors of Ridge Haven, Inc. shall consist of ten (10) members, divided into five (5) classes of two (2) men each serving five (5) year terms.  The General Assembly shall elect at each Assembly a Class of Directors to begin service immediately following the conclusion of the Assembly.  In addition, the Ridge Haven Board may make request to presbyteries to nominate specific men to the Board and may submit to the Assembly Nominating Committee letters of recommendation concerning particular nominees from presbyteries.

Each member of the Board of Directors must be either a Teaching or Ruling Elder in the Presbyterian Church in America.  The members of the Board of Directors of Ridge Haven are not subject to the BCO Chapter 14 relating to proportionate representation of all Presbyteries or for equal representation of Teaching and Ruling Elders.  Directors shall be eligible for re-election to a second five-year term after which there must be a one year interval before further re-election.

5. The Board of Directors of Presbyterian Church in America Foundation, Inc., shall consist of ten (10) members in classes elected through the standard nomination and election procedures.

The Directors shall serve for four (4) year terms, and shall be divided into four (4) classes, each class being as nearly equal in number as possible, so that the terms of approximately one-fourth of the Directors shall expire each year.  Directors shall be eligible for re-election to a second four-year term after which there must be a one-year interval before further election.

As stated above, the Directors shall be elected through the standard nomination and election procedures, except that the Board of Directors may make requests to the Presbyteries to nominate specific men for election as Directors, and may submit to the Assembly Nominating Committee letters of recommendation concerning particular nominees for election as Directors from the Presbyteries.

All of the members of the Board of Directors shall be either Teaching Elders, Ruling Elders or Deacons, and at least one-half of such members shall be Ruling Elders and Deacons.

ARTICLE VII.  FISCAL MATTERS

Section 1.  The fiscal year of the Corporation shall be from January 1 through December 31 of each year, commencing January 1, 1991.  The General Assembly shall annually designate the auditors of the Corporation on recommendation from the Administrative Committee, which auditing firm(s) shall make an audit of the financial affairs of the Corporation and of each permanent committee promptly following the close of each fiscal year.  The expenses of such audit shall be prorated among the Corporation and each permanent committee.

Section 2.  All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, savings and loan institutions, trust, or other depositories as the permanent committees by resolution may select.  Committees, boards and agencies of the General Assembly may maintain their own separate bank accounts.

Section 3.  All checks, drafts, or other orders for the payment of money, notes, or other evidences of debtedness issued in the name of the Corporation shall be signed by such officer or officers of the Corporation as the Administrative Committee shall designate.  All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of any of the permanent committees shall be signed by such representative of the committee as the committee by resolution shall designate.

ARTICLE VIII.  ECCLESIASTICAL MATTERS

Section 1.  The ecclesiastical Constitution of the Church is defined in the Book of Church Order, Preface III.  The provisions of the Constitution shall control over any provisions of these Bylaws that may be in conflict therewith.

ARTICLE IX.  AMENDMENTS TO THE BYLAWS

These Bylaws may be amended by a majority vote at any annual or special meeting of the General Assembly.

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