|
Approved Constitution and Bylaws
Synodical Women's
Organization
Women of the Evangelical Lutheran Church in America
NOTE
The provisions of the Constitution and Bylaws that pertain to the same subject
have been placed together. The two types of provisions are identified in the
following way:
Constitutional
provisions are printed in
bold
type.
Bylaws are printed in regular type.
ARTICLE I
—
NAME
SECTION 1. Name
The name of the synodical women's
organization functioning under this constitution and bylaws shall be [name of
synod] Synodical Women's Organization
of Women of the ELCA.
SECTION 2. Designation
For the purposes of this constitution and bylaws, the Evangelical Lutheran
Church in America is designated as "the
church," Women of Evangelical Lutheran
Church in America as "Women of the
ELCA" or "churchwide
women's organization,"
[name of synod] Synodical Women's
Organization of Women of the ELCA as "synodical
women's organization,"
and congregational, intercongregational, or special organizations of Women of
the ELCA as "units."
ARTICLE II — PURPOSE
SECTION 1. Purpose of the Synodical Women's
Organization
The purpose of this synodical women's
organization shall be to assist units within its territory to fulfill the
purpose of Women of the ELCA.
SECTION 2. Purpose of Women of the ELCA
As a community of women created in the image of God, called to discipleship in
Jesus Christ, and empowered by the Holy Spirit, we commit ourselves to grow in
faith, affirm our gifts, support one another in our callings, engage in ministry
and action, and promote healing and wholeness in the church, the society, and
the world.
ARTICLE III — MEMBERSHIP
SECTION 1. Composition
The membership of this synodical women's
organization shall consist of any unit affiliated with Women of the ELCA and
located within the territory of the [name of synod] Synod.
ARTICLE IV — RELATIONSHIPS
SECTION 1. Units
| Item 1.
|
This synodical women's
organization shall establish a partnership with the units within its
territory.
|
| Item 2.
|
This synodical women's
organization shall provide for grouping units into clusters or
conferences whose boundaries normally shall coincide with the boundaries
established by the [name of synod] Synod.
|
SECTION 2. Clusters or Conferences
| Item 1.
|
Clusters or conferences shall be composed of units on the
roll of this synodical women's
organization.
|
| Item 2.
|
Clusters or conferences shall work interdependently with the
synodical women's organization
and the units to fulfill the purpose of Women of the ELCA through
activities that
|
| |
a.
|
provide experiences for learning and leadership development;
|
| |
b.
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build community;
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| |
c.
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provide opportunities for joint ministry and action;
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d.
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provide opportunities for stewardship education and offerings;
and
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e.
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establish networks for communication.
|
| Item 3.
|
A cluster or conference planning committee of at least three
members, including a coordinator, shall be elected at the cluster or
conference meeting.
|
| Item 4.
|
The cluster or conference planning committee shall plan and
facilitate programmatic activities with guidance from the synodical
women's
organization.
|
| Item 5.
|
Clusters or conferences shall work cooperatively with the
synodical women's organization
in funding the cluster's or
conference's and synodical
women's organization's
programs and projects.
|
SECTION 3. Churchwide Women's
Organization
| Item 1.
|
This synodical women's
organization shall establish a partnership with the churchwide women's
organization.
|
| Item 2.
|
This synodical women's
organization, together with the churchwide women's
organization, may carry out programmatic functions and responsibilities
through the Region to which the [name of synod] Synod relates.
|
SECTION 4. Synod
| Item 1.
|
This synodical women's
organization shall establish a relationship with the [name of synod]
Synod.
|
| Item 2.
|
The synodical women's
organization shall invite the bishop of the synod or her or his
appointee to serve as a representative of the synod to the synodical
women's organization and to
provide reports to its convention and board meetings.
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ARTICLE V — FUNCTIONS AND RESPONSIBILITIES
SECTION 1. Functions and Responsibilities
The synodical women's organization, in
partnership with the churchwide women's
organization, clusters or conferences, and units, shall within its territory
| Item 1.
|
Establish plans and policies to fulfill the purpose of the
organization;
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| Item 2.
|
Activate churchwide organization emphases and priorities;
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| Item 3.
|
Stimulate growth in faith and its significance for all of
life;
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| Item 4.
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Recruit, prepare, and support leaders;
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| Item 5.
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Work within the church and society for the affirmation of
women and the utilization of their gifts for ministry;
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| Item 6.
|
Promote and advocate for peace and justice in cooperation
with others;
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| Item 7.
|
Foster creative programming in units and clusters or
conferences;
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| Item 8.
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Assist units to design appropriate structures for effective
functioning;
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| Item 9.
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Foster the grouping of units in clusters or conferences and
assist in building supportive and interdependent relationships among
individuals and units;
|
| Item
10.
|
Promote and interpret the life and work of the organization
within the organization and the church and to the general public;
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| Item 11.
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Establish financial policies, build budgets, and encourage
support of the financial objectives of the synodical women's
organization by individuals and units;
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| Item 12.
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Establish and promote ecumenical relationships, consistent
with churchwide policy;
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| Item 13.
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Provide for synodical women's
organization conventions; and
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| Item 14.
|
Provide materials and historical information for the
archivist.
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SECTION 2. Governing Authority
Each convention, board, committee, task force, or other body of this synodical
women's organization shall be
conclusively presumed to have been properly constituted and neither the method
of selection nor the composition of any such convention, board, committee, task
force, or other body may be challenged in a court of law by any person or be
used as a basis of challenge in a court of law to the validity or effect of any
action taken or authorized by any such convention, board, committee, task force,
or other body.
ARTICLE VI — CONVENTIONS
SECTION 1. Convening
| Item 1.
|
The convention of this synodical women's
organization shall meet at least biennially and shall be its highest
legislative authority.
|
| Item 2.
|
Special conventions may be called by the president with the
consent of the board of the synodical women's
organization and shall be called at the request of two-thirds of the
units within the synodical women's
organization.
|
| Item 3.
|
A majority of the delegates in attendance at the convention
shall constitute a quorum.
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SECTION 2. Representation
| Item 1.
|
Voting members of a convention shall be the elected officers
of the synodical women's
organization and one delegate from each unit on the roll of this
synodical women's
organization.
|
| Item 2.
|
Those congregations not represented by a unit shall be
invited to send to the regular convention one representative who shall
have seat and voice.
|
| Item 3.
|
The delegates at a special convention shall be those seated
in the preceding regular convention, provided they have not ceased to
participate in the units they represented or are not superseded by
election of new delegates.
|
SECTION 3. Procedures
| Item 1.
|
The secretary shall give the units notification of the
regular convention at least three months in advance.
|
| Item 2.
|
The secretary shall give the units notification of a special
convention at least one month in advance.
|
| Item 3.
|
A special convention shall transact only such business as is
related to the designated purpose of that convention.
|
| Item 4.
|
Robert's Rules
of Order,
latest edition, shall be the governing parliamentary law
of this synodical women's
organization, except as otherwise provided in this constitution and
bylaws.
|
SECTION 4. Nominations and Elections
| Item 1.
|
The board shall establish a process for electing or
appointing a Nominating Committee of at least three members to serve for
each regular convention.
|
| Item 2.
|
The
nominating committee shall
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| |
a.
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nominate two persons for each vacancy (except when the
nominating ballot is used for the offices of president and vice
president); and
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b.
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give consideration to names submitted by the units.
|
| Item 3.
|
Members of the committee shall be ineligible for nomination
by the committee to any position to be filled. Committee members may,
however, be nominated from the floor.
|
| Item 4.
|
Additional nominations may be made from the floor for all
elections for which nominations have been made.
|
| Item 5.
|
The
nominating committee in selecting nominees for the
officers and board members of the synodical women's
organization shall follow these guidelines:
|
| |
a.
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as nearly as possible, at least 10 percent shall be persons of
color and/or persons whose primary language is other than English;
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b.
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no more than one person from a unit shall be nominated; and
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c.
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consideration shall be given to geographic location, variety
of ages, and diversity of experience.
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| Item 6.
|
All elections shall be by ballot.
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| Item 7.
|
In all elections, a majority of votes cast shall elect,
except in the election of delegates to the Triennial Convention (and in
the election of president or president and vice president by the
nominating ballot).
|
| Item 8.
|
(Optional) The president (or president and vice president)
shall be elected by a nominating ballot. Three-fourths of the votes cast
shall be required for election on the first ballot. Thereafter, only
such votes as are cast for persons who have received votes on the first
or nominating ballot shall be valid. On the second ballot, two-thirds of
the votes cast shall be required for election. On the third ballot, the
voting shall be limited to the two persons (plus ties) receiving the
highest number of votes on the second ballot and a majority of votes
shall elect.
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SECTION 5. Conventions and the Responsibilities of the Board
| Item 1.
|
The time and place for each convention of the synodical women's
organization shall be determined by the board of the synodical women's
organization.
|
| Item 2.
|
The board shall elect a committee to be responsible for the
convention program. The board shall be responsible for business meetings
to be held during the convention.
|
| Item 3.
|
The board shall recommend rules of procedure for the
convention for adoption by the delegates.
|
| Item 4.
|
The board shall make provision for convention committees such
as
|
| |
a.
|
committee on the
report of the president;
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| |
b.
|
committee on
credentials;
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| |
c.
|
committee on
reference and counsel;
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| |
d.
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committee on
minutes;
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| |
e.
|
committee on
conduct of elections; and
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| |
f.
|
committee on
claims
|
| Item 5.
|
Names and addresses of delegates and alternates shall be sent
by the units to the president or her designee at least 30 days prior to
the convention.
|
SECTION 6. Nomination and Election of Delegates to the Triennial Convention
| Item 1.
|
Nominations for delegates to the Triennial Convention shall
be made by the units. Each unit shall submit the name of only one of its
participants.
|
| Item 2.
|
A unit may submit the name of a nominee even though the
synodical president or a churchwide officer (voting member by virtue of
her office) is a participant in the unit.
|
| Item 3.
|
The
nominating committee in selecting nominees for delegates
to the Triennial Convention shall follow these guidelines:
|
| |
a.
|
as nearly as possible, at least 10 percent shall be persons of
color and/or persons whose primary language is other than English;
and
|
| |
b.
|
consideration shall be given to geographic location, variety
of ages, and diversity of experience.
|
| Item 4.
|
The
nominating committee shall present to the synodical women's
organization convention two names for each delegate position.
|
| Item 5.
|
Nominations from the floor for the churchwide women's
organization convention delegates shall be limited to those names
submitted to the nominating committee by the units.
|
| Item 6.
|
Election shall be by ballot. A rank-order process established by the
Churchwide Women's Organization executive board shall be used. |
| Item 7.
|
In election of delegates to the Triennial Convention, at
least one-fourth shall be women attending such a convention as delegates
for the first time.
|
| Item 8.
|
This synodical women's
organization may establish guidelines concerning the number of
successive times one woman may be a delegate to a Triennial Convention.
|
| Item 9.
|
The president of the synodical women's
organization shall be a delegate to the
convention by virtue of office.
|
ARTICLE VII — BOARD OF THE SYNODICAL WOMEN'S
ORGANIZATION
SECTION 1. Composition and Authority
| Item 1.
|
There shall be a board of this synodical women's
organization consisting of the four elected officers together with *_____ elected members. As nearly as possible, at least 10 percent of
the board members shall be persons of color and/or persons whose primary
language is other than English, and no more than one officer or board
member shall come from the same unit.
|
| Item 2.
|
Officers and members of the board shall be elected by the
convention for a term of two years. Terms of one-half of those elected
shall expire each year, except in the case of biennial conventions.
|
| Item 3.
|
The board shall be the legislative authority between
conventions of this synodical women's
organization and shall carry forward the work of the synodical women's
organization, act for it, and report its actions to subsequent
conventions.
|
| Item 4.
|
There shall be committees of the board to fulfill
programmatic and organizational concerns in the following areas: growth,
community, action, leadership, communication, and finance.
|
__________
*5, 6, 7, 8, or 9
SECTION 2. Meetings
The board shall meet at least two times each year. Special meetings may be
called by the president or, in the event of her death, resignation, or
incapacity, by the vice president or the administrative committee. A majority of
the members of the board shall constitute a quorum.
SECTION 3. Mail, Telephone Conference Call
and E-mail Vote
| Item 1.
|
In an emergency, as determined by the president, a vote by
mail, by telephone conference call, or e-mail may be taken.
|
| Item 2.
|
In a mail vote, responses must be postmarked on or before the
date established in the letter, and an 80 percent vote in the affirmative
of the total board shall be necessary to adopt the vote taken by mail.
|
| Item 3.
|
In a telephone conference call vote, if all board members
participate, the vote necessary for adoption shall be a majority vote;
if fewer than 100 percent of the board members participate, the vote
necessary for adoption shall be a two-thirds vote in the affirmative of
the total board.
|
|
Item 4. |
In an e-mail
vote, responses must be sent on or before the date established in the
letter and an 80 percent vote in the affirmative of the total board shall
be necessary to adopt the vote taken by e-mail. |
| Item
5.
|
The results of action taken by mail, telephone conference
call, or e-mail shall be mailed immediately to all board members and shall be made
a part of the minutes of the next meeting of the board.
|
SECTION 4. Officers in General
| Item 1.
|
The officers of the synodical women's
organization shall be a president, a vice president, a secretary, and a
treasurer. Each shall be a participant in a unit and a member of the
ELCA.
|
| Item 2.
|
Each officer shall be elected by the convention to a term of
two years. All officers shall be eligible for one reelection to the same
office.
|
| Item 3.
|
Upon completion of her
term(s) as president, the president
shall be ineligible for election as an officer or board member for two
years.
|
| Item 4.
|
No elected person shall serve as an officer or board member
for more than seven consecutive years.
|
| Item 5.
|
Should a vacancy occur in any of the four offices, the board
of the synodical women's
organization shall fill the same until the next regular convention. The
election by the convention shall be for the remainder of the unexpired
term.
|
| Item 6.
|
The terms of the officers shall begin
immediately
following installation; except that of the treasurer, which shall begin
February 1 following election.
|
| Item 7.
|
There shall be an
administrative committee consisting of the
four officers, which shall act between meetings of the board of the
synodical women's
organization.
|
SECTION 5. Duties of Officers
| Item 1.
|
The president shall
|
| |
a.
|
preside at all conventions of the synodical women's
organization and at meetings of the board and administrative
committee;
|
| |
b.
|
ensure that the constitution and bylaws of the synodical women's
organization are duly observed and that the actions thereof are
carried into effect, and appoint all committees not otherwise
provided for;
|
| |
c.
|
be an ex-officio member of all committees of the synodical
women's organization
except the nominating committee;
|
| |
d.
|
submit a report to each regular convention of the synodical
women's organization
concerning her work, with observations and recommendations affecting
the synodical women's
organization as she may deem important;
|
| |
e.
|
serve as liaison with the churchwide women's
organization and attend the meetings of the Conference of Synodical
Presidents;
|
| |
f.
|
represent the synodical women's
organization at, or appoint representatives to, inter-Lutheran and
ecumenical associations and councils in which the organization
participates; and
|
| |
g.
|
serve as representative to the Synod Council, or appoint a
representative.
|
| Item 2.
|
The vice president shall
|
| |
a.
|
act in the absence, disability, or resignation of the
president. She shall assume the duties of the president until the
vacancy is filled by the board of the synodical women's
organization at its next regularly scheduled meeting; and
|
| |
b.
|
perform such other duties as requested by the president or the
board.
|
| Item 3.
|
The secretary shall
|
| |
a.
|
be the secretary of the board and the
administrative committee
of the synodical women's
organization;
|
| |
b.
|
be responsible for recording and distributing minutes of the
synodical convention, the board, and the administrative committee;
|
| |
c.
|
give the units notification of the regular convention at least
three months in advance and of a special convention at least one
month in advance;
|
| |
d.
|
keep a correct register of the roll of units, along with the
names of the officers of these units;
|
| |
e.
|
secure from the units such reports as from time to time may be
required;
|
| |
f.
|
perform such other duties as the board may from time to time
direct; and
|
| |
g.
|
provide for the gathering and preserving of historical records
and documents.
|
| Item 4.
|
The treasurer shall
|
| |
a.
|
provide for the keeping of all records and be accountable for
all funds;
|
| |
b.
|
be responsible for disbursing funds in accordance with the
financial policies of Women of the ELCA and the budget of the
synodical women's
organization; and
|
| |
c.
|
present a complete report, including an audit, to the
synodical women's
organization convention and an interim report to each board and
administrative committee meeting.
|
SECTION 6. Board Members
| Item 1.
|
There shall be
*_____ members of the board elected by the
convention of the synodical women's
organization for a term of two years. Each board member shall be a
participant in a unit and a member of the ELCA.
__________
*5, 6, 7, 8, or 9
|
| Item 2.
|
No elected board member shall be eligible for more than two
consecutive terms.
|
| Item 3.
|
No elected board member shall serve on the board in the
capacity of officer and/or board member for more than seven consecutive
years.
|
| Item 4.
|
Should a vacancy occur in the membership of the board, the
board of the synodical women's
organization shall fill the same until the next regular convention. Each
election by the convention shall be for the remainder of the unexpired
term.
|
| Item 5.
|
The terms of the board members shall begin
immediately following installation. |
SECTION 7. Board Duties
| Item 1.
|
Transact necessary business and make programmatic decisions
between conventions.
|
| Item 2.
|
Set policies required for effective and efficient
functioning.
|
| Item 3.
|
Supervise and coordinate the work of all committees that the
board may appoint.
|
| Item 4.
|
Identify board members for networking between the churchwide
organization and the unit in both programmatic and organizational
concerns.
|
| Item 5.
|
Determine the time and place of each convention.
|
| Item 6.
|
Prepare the proposed agenda, rules of procedure, and program
for adoption by each convention.
|
| Item 7.
|
Report its actions to each regular convention.
|
| Item 8.
|
Recommend the budget to the regular convention.
|
| Item 9.
|
Fill vacancies in the offices and board membership until the
next convention.
|
| Item 10.
|
Determine the fact of the incapacity of an officer or board
member to perform her duties and determine if she shall be removed from
her office in accordance with the policies and procedures of the
churchwide Executive Board. For removal of an officer or board member, a
two-thirds vote of the total board shall be required. A mail or e-mail vote shall
not be used to effect the removal of an officer or board member.
|
| Item 11.
|
Act as
constitution and bylaws committee. Whenever a
synodical women's organization
proposes to amend its constitution and bylaws, the board of this
organization shall submit prior to December 31 or July 31 the proposed
amendments to the churchwide Executive Board for review and action.
|
| Item 12.
|
Act in such other matters as may be delegated to it by the
convention of the synodical women's
organization.
|
ARTICLE VIII — FINANCIAL MATTERS
SECTION 1. Fiscal Year
The fiscal and the budget year for this synodical women's
organization shall be February 1 through January 31.
SECTION 2. Annual Budget
| Item 1.
|
The annual budget shall include the synodical women's
organization program and operating costs and reflect the interdependent
relationship between the synodical women's
organization and the churchwide women's
organization.
|
| Item 2.
|
The proposed annual budget shall be presented to the
churchwide Executive Board for information prior to being submitted to
the synodical women's
organization for adoption.
|
SECTION 3. Budget Adoption
When the synodical women's
organization convention is held biennially, the board of the synodical women's
organization shall adopt the budget in the non-convention year.
SECTION 4. Financial Report
The synodical women's organization
board shall provide annual financial reports to the units within its territory.
SECTION 5. Remittances
Regular remittances to the churchwide women's
organization according to the established procedures shall reflect the
interdependent relationship between the synodical women's
organization and the churchwide women's
organization.
SECTION 6. Financial
Accountability
Each synodical women's organization shall have an accounting compilation or
review conducted by an independent outside accountant at the end of each fiscal
year. The accounting compilation or review shall be completed by June 15 and
submitted to the churchwide women's organization within 30 days of its
completion.
This accounting
compilation or review shall be adopted at the subsequent synodical women's
organization convention. When the synodical women's organization convention is
held biennially, the board of the synodical women's organization shall adopt the
accounting compilation or review in a non-convention year.
ARTICLE IX — DISSOLUTION CLAUSE
In the event of the dissolution of this synodical women's
organization, any surplus property remaining after the payment of its debts
shall be disposed of by transfer to the churchwide women's
organization or its successor provided that said organization is, at the time of
dissolution, a qualified organization as described in Section 501(c)(3) of the
Internal Revenue Service Code of 1986 or a comparable provision, and, if not, to
the Evangelical Lutheran Church in America or its successor, and, if not, to one
or more organizations so qualified in such proportions as the board of this
synodical women's organization shall
determine.
ARTICLE X — BYLAWS AND AMENDMENTS
SECTION 1. Bylaws
This synodical women's organization
may adopt bylaws not in conflict with this constitution.
SECTION 2. Amendments
| Item 1.
|
Whenever the secretary of Women of the ELCA officially
informs the synodical women's
organization that the Women of the ELCA Triennial Convention has amended
the Approved Constitution for Synodical Women's
Organizations, whether by setting out alternate clauses or otherwise,
such provisions shall be introduced at once into this constitution, and
notice of this action shall be forwarded to Women of the ELCA.
|
| Item 2.
|
Other amendments to this constitution shall be submitted to
the churchwide executive board prior to December 31 or July 31 for
review and action. Upon approval, said amendments may be adopted by the
synodical women's organization
convention by a two-thirds vote at a regular convention after having
been moved and presented in writing at the previous convention. (In case
of a biennial convention, "at
a previous convention" may be
replaced with "to the units
six months prior to the convention.")
|
| Item 3.
|
Whenever the secretary of Women of the ELCA officially
informs the synodical women's
organization that the Women of the ELCA Triennial Convention has amended
the Approved Bylaws for Synodical Women's
Organizations, whether by setting out alternate clauses or otherwise,
such provisions shall be introduced at once into these bylaws and notice
of this action shall be forwarded to Women of the ELCA.
|
| Item 4.
|
Other amendments to these bylaws shall be submitted to the
churchwide executive Board prior to December 31 or July 31 for review
and action. Upon approval, said amendments may be voted on at any duly
called regular or special convention by a two-thirds vote of all voting
members present, provided that a written notice of the proposed
amendment has been given at the previous meeting.
|
Revised 2005 edition
|
