In the name of the Father, and of the Son, and of the Holy Spirit. Amen.

Recognizing our unity in Christ and our common practice of the Christian faith;
desiring to express our fellowship in worship and in the mission of His Church;
knowing our spiritual needs; mindful of our Christian privileges and duties;
and wishing to enjoy orderly cooperation, we adopt the following Bylaws:

The name of the Corporation is GRACE MOUNTAINSIDE CHURCH (a Lutheran & Episcopal Fellowship) of Robbinsville, North Carolina.

GRACE MOUNTAINSIDE CHURCH (a Lutheran & Episcopal Fellowship), hereinafter known as the Congregation, is organized: to proclaim the Christian faith through the Means of Grace;
to nurture its members in the Word of God so as to grow in faith, hope and love;
to manifest the unity given to the people of God; to cooperate in God's mission through
the programs approved by the Evangelical Lutheran Church in America (ELCA) and
by the Episcopal Church in the United States of America (ECUSA).

The furtherance of this purpose includes receiving, holding, administering and disposing of real and personal property.

The purposes for which the Congregation is organized are exclusively religious, scientific, literary and educational within the meaning of Section 501 (c) 3 of the Internal Revenue Code of 1954, or the corresponding provisions of any future United States Internal Revenue Law.

Not withstanding any other provision of these Bylaws, this Corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501 (c) 3 of the Internal Revenue Code of 1954, or the corresponding provisions of any future United States Internal Revenue Law.

1. Membership in the Congregation shall be comprised of those who are recognized as such at the time of the adoption of these Bylaws, and of those who are admitted thereafter, and maintain their membership in accordance with the provisions of this Article.
There shall be no membership restrictions with regard to race, color, gender or national origin.

2. There shall be three (3) classes of members in the Congregation as follows:

~~~~~a. Regular Members - Any baptized person enrolled on the Member Register maintained by Grace Episcopal Parish or enrolled on the Member Register of Mountainside Lutheran Church.

~~~~~b. Associate Members - Any baptized person, other than Lutheran or Episcopalian, enrolled on the Member Register maintained by Grace Mountainside Church. Such Associate Members shall have all the rights, privileges, responsibilities and duties of a Regular Member without having to designate themselves as affiliated with either Grace Episcopal Parish or Mountainside Lutheran Church.

~~~~~c. Seasonal Members - Any baptized person who agrees to participate in the ministry and mission of Grace Mountainside Church on a seasonal basis, i.e., summer resident, while maintaining principal membership in a Christian congregation elsewhere.

Each person who requests membership in the Congregation shall designate in which classification of members he or she is to be enrolled.

3. Every member, of whatever class, shall be expected to participate in the worship and parish life of the Congregation, and to support financially the mission and ministry of Grace Mountainside Church.

4. All members, of whatever class, who are at least sixteen (16) years of age, shall be voting members of this Congregation.

5. Membership in this Congregation, with all the rights and privileges thereof, shall be terminated by any one (1) of the following:

~~~~~a. Death,

~~~~~b. Resignation,

~~~~~c. Transfer of membership, either through formal application of transfer or by joining another congregation in the area without notice to this Congregation, or by

~~~~~d. Removal from the Member Register, as follows:

~~~~~~~~~~1. A Regular Member who is removed from the Member Register by the Vestry and Clergy of Grace Episcopal Parish or from the Member Register by the Council and Clergy of Mountainside Lutheran Church according to proper procedures of the respective denomination;

~~~~~~~~~~2. An Associate Member who, in the opinion of the Governing Board and Clergy of the Congregation, has demonstrated no interest in the Congregation, or who has permanently moved from the area; or

~~~~~~~~~~3. A Seasonal Member who, in the opinion of the Governing Board and Clergy of the Congregation, will no longer participate in the life of this Congregation on a seasonal basis.

6. Any member about to be removed from a Member Register shall be notified of such pending action by first class mail to their last known address, and shall have the right to appeal such action and to seek reinstatement by Mountainside Lutheran Church, Grace Episcopal Parish or the Governing Board of the Congregation, whichever is responsible for the impending removal.

1. The powers of the Congregation shall be those necessary to fulfill its purposes, as set forth in the Covenant adopted May 12, 1996, by Grace Episcopal Parish and by Mountainside Lutheran Church and attached hereto as Appendix A, and by these Bylaws.

2. The powers of the Congregation shall reside in the annual or special meeting of the Congregation, called and conducted as provided in these Bylaws.

3. In fulfillment of its purposes, the Congregation is empowered to:

~~~~~a. acquire and hold title to real and personal property by gift, devise, bequest, purchase or other lawful means;

~~~~~b. use its property for any and all activities consistent with its purposes

~~~~~c. sell, mortgage, lease, transfer or otherwise dispose of its property by any lawful means not in conflict with the Covenant adopted May 12, 1996; and

~~~~~d. enter into contract, and sue or be sued.

4. Real property shall not be purchased, disposed of, or encumbered in any manner except by resolution adopted by at least a two-thirds (2/3) affirmative vote of the eligible voting members present at a properly called meeting of the Congregation with a quorum present.

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1. There shall be a Governing Board, hereinafter known as the Board of not less than six (6) nor more than ten (10) voting members of the Congregation. Grace Episcopal Parish and Mountainside Lutheran Church shall be represented as equally as possible on the Board.

2. As provided in these Bylaws, the Board shall be elected at the Annual Meeting of the Congregation.

3. Vacancies in the Board occurring between annual meetings of the Congregation shall be filled with a member of the same denomination in which the vacancy occurred by a Special Caucus of the vacant member's denomination or with any member at a Special Meeting of the Congregation.

4. The Board shall have the all the powers of the Congregation between annual meetings of the Congregation unless otherwise prohibited by these Bylaws or by action of a prior congregational meeting.

5. The duly elected/appointed/called Clergy of the Congregation shall have voice and vote at all meetings of the Board. The Board may meet without the Clergy being present provided that the Clergy have been properly notified of the meeting.

1. The Officers of the Board shall be:

~~~~~a. Chairperson
~~~~~b. Vice Chairperson
~~~~~c. Secretary
~~~~~d. Treasurer

2. The Officers of the Board shall be elected by the Congregation at its Annual Meeting and shall hold term for one year starting the first day of January succeeding the date of their election and serve until the last day of December of the same year, or until their successors are duly elected and qualified as provided in these Bylaws.

3. The Board may appoint an Assistant Secretary and/or an Assistant Treasurer to ensure continued operation of the Board if the Secretary and/or the Treasurer will be absent for any protracted period. Any Assistant Officer who is not also a duly elected member of the Board shall have voice but no vote at meetings of the Board at which they are present.

4. The duties of the Officers of the Board shall be as follows:

~~~~~a. The Chairperson shall preside at all meetings of the Congregation and the Board; preserve order; appoint all committees with the approval of the Board; and shall perform all other duties usually incumbent upon such officer or as may be required by the Board.

~~~~~b. The Vice Chairperson shall preside at all meetings of the Congregation and the Board in the absence of the Chairperson provided the Chairperson received timely notice of the Board meeting; shall be familiar with and bound by these Bylaws and serve as parliamentarian; customarily chairs the Property Committee; and shall perform such other duties as may be required by the Board.

~~~~~c. The Secretary shall see that true and correct records are kept in the permanent Book of Minutes of all meetings of the Congregation and the Board. The Secretary shall maintain the Member Register of Grace Mountainside Church and shall perform such other duties as may be required by the Board. The Secretary shall publish approved minutes of all Board and Congregation meetings and post them in a place and manner that all members of the Congregation may read them.

~~~~~d. The Treasurer shall see to the receipt of all monies and securities of the Congregation and shall deposit all funds of the Congregation to its credit in such banks or other depositories as the Board shall direct. The Treasurer shall disburse the funds of the Congregation in accordance with the approved annual budget or at the direction of the Board. The Treasurer shall submit monthly reports to the Board, at all regular meetings of the Board, and an annual report to the Congregation at the Annual Meeting of the Congregation.
The Treasurer shall publish accurate monthly Treasurer's Reports to the Board and the Congregation and post them in a place and manner that all members of the Congregation may read them.
The Treasurer shall submit all financial documents and receipts to an annual independent audit.
The Treasurer shall prepare annual reports to the Synod and the Diocese within published deadlines.

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1. The Board shall create and maintain from their number along with such other members of the Congregation as the Board may be able to enlist, the following standing committees:

~~~~~a. Property Committee. This committee shall have oversight of the physical property, i.e., buildings, contents, furniture and grounds, of the Congregation. It shall make recommendations to the Board regarding the maintenance of the property and the proper uses of any commercial portions of the building including the terms of any leases or rental contracts with due regard for the proper allocation of taxes or insurance premiums incurred by the commercial uses of said portions of the building. This committee shall recommend building and grounds alterations and improvements to the Board for approval. This committee may provide for emergency maintenance and repairs within the limits of the annual budget without additional approval by the Board. This committee shall make an annual examination of all property and liability insurance. This committee shall make a report at each meeting of the Board and, through the Board, to the Congregation.

~~~~~b. Worship and Music Committee. This committee, chaired by the Clergy of the Congregation, shall cooperate with the Clergy to plan and produce the worship services of the Congregation,both ordinary Sundays and festivals. It shall have oversight of the music program of the Congregation. It shall be responsible for the provision of Clergy for the conduct of worship. It shall provide the bread and wine; maintain, properly store and prepare for Sunday worship all altar linens, altar vessels, candles and paraments; recommend to the Board books and hymnals; and provide floral or plant arrangements.

~~~~~c. Outreach Committee. This committee shall direct efforts to reach out to the Graham County community with the message of the Gospel, to call on visitors and enlist new members of the Congregation, to visit sick or lonely members of the Congregation, to publicize the mission and ministry of the Congregation in local media, and to assist the Clergy by participating in the mission and ministry of the Congregation in the community (i.e., jail ministry, Relay for Life, ministry to shut-ins). This committee shall organize and staff programs for children as necessary.

~~~~~d. Budget and Finance Committee. This committee shall assist and review reports of the Treasurer to the Board, prepare and recommend an annual budget for action at the Annual Meeting of the Congregation, be responsible for stewardship appeals of the Congregation, provide for an annual independent audit and insure timely submission of annual Treasurer's reports to the Synod and Diocese. It shall have oversight of the investments of the Congregation and shall recommend to the Board any changes it deems financially prudent.

~~~~~e. Good Samaritan Fund Committee. This committee shall have authority over the assets of the Good Samaritan Fund, shall seek to maintain the Fund by offerings and special projects, shall authorize disbursement of funds for the charitable work of the Congregation in Graham County and through the Diocese and Synod, and report income, expenditures and balance to the Board.

~~~~~f. Fellowship Committee. This committee shall be responsible for hosting refreshments after the worship service; planning and serving pot-luck, covered dish, or catered meals after worship when deemed appropriate; anticipating, planning and hosting community building activities (i.e., fun nights, picnics, birthday/ anniversary celebrations, holiday parties, socials) of the Congregation; and bringing newcomers into fellowship with the Congregation.

~~~~~g. Service Committee. This committee is responsible for inviting, enlisting, encouraging, training, scheduling, supporting and sustaining those who serve as ushers and/or lectors at all Sunday services and any special worship services.

2. Additional committees may be created and maintained by the Board from their number along with such other members as it may enlist. The chairperson and members of all standing committees shall be appointed by the Chairperson with advice and consent of the Board at the Board's first meeting.

1. The Annual Meeting of the Congregation shall be held in the church in September of each year on a date and at a time to be determined by the Board. Special Meetings of the Congregation may be called by the Board, the Clergy, or by petition signed by at least one-third (1/3) of the voting members of the Congregation.

2. Notice of all Congregational meetings shall be given in public announcements at the worship service on at least two (2) Sundays prior to the date of the meeting. Notice of a Special Meeting of the Congregation shall state the purpose for which the meeting has been called and no other business shall be conducted.

3. One third (1/3) of the voting members of the Congregation shall constitute a quorum for any Congregation Meeting. Proxy votes shall not be allowed. If a quorum is not present at a properly called Congregation Meeting, then those voting members present shall set a date and time for the next meeting providing for sufficient notice of the meeting be given as provided above.

4. In matters relating to the acquisition, encumbering or disposition of real property, voting members shall be at least eighteen (18) years of age.

5. The duly elected/appointed/called Clergy of the Congregation shall have voice and vote at all meetings of the Congregation.

6. The agenda for the Annual Meeting of the Congregation shall include but is not limited to:

~~~~~a. Prayer by the Clergy for the guidance of the Holy Spirit;
~~~~~b. Minutes read by the Secretary of last Congregation Meeting;
~~~~~c. Report by the Treasurer of the current financial condition of the Congregation;
~~~~~d. Report by the Chairperson of significant actions of the Board since last Congregation Meeting;
~~~~~e. Presentation and Action on the proposed Annual Budget chaired by the Chairperson;
~~~~~f. Presentation of Lutheran Council and Episcopal Vestry to the Congregation by the Clergy;
~~~~~g. Nomination and election of Associate Members to the Board, if any, the Clergy presiding;
~~~~~h. Election of Governing Board Officers, the Clergy presiding.
~~~~~i. Commissioning of the Governing Board and Officers by the Clergy.

7. The election of members of the Governing Board shall proceed as follows:

A caucus of Grace Episcopal Parish and Mountainside Lutheran Church shall meet on a day prior to the Annual Meeting of the Congregation.

Grace Episcopal Parish shall elect a four (4) member Vestry and select a Senior Warden, Junior Warden, Clerk (Secretary) and Treasurer.

Mountainside Lutheran Church shall elect a four (4) member Council and select a President, Vice President, Secretary and Treasurer.

At the Annual Meeting of the Congregation, of a number not more than two (2) predetermined by the Board (if not predetermined then none), the nomination of Associate Members from the floor and election to the Governing Board may be in order. The duly elected Vestry, Council and any Associate Members are the new Governing Board members.

8. The election of the Governing Board Officers shall then proceed as follows:

The Clergy shall preside. The officers shall be members of the new Governing Board and shall be nominated and elected in turn by the voting members present at the Annual Meeting of the Congregation.

9. Regular meetings of the Board shall be held on a date and at a time determined by the Board at its preceding meeting. A meeting may be cancelled by the common consent of the Board if there is insufficient business to be conducted.

10. Special meetings of the Board may be called by the Clergy, the Chairperson, or at the request of a majority of the members of the Board.

11. A majority of the members of the Board shall constitute a quorum for a properly called meeting of the Board. Either the Chairperson or the Clergy may call for a Vote of All Board Members on important issues at those times when one or more Board members are absent. The vote of the absent member(s) shall be obtained in person or by electronic means by two (2) Board members.

12. All meetings of the Congregation or of the Governing Board shall be conducted in accordance with the provisions of these Bylaws or, where the Bylaws do not speak, by Robert's Rules of Order, latest edition.

1. All assets of the Congregation at the time of the adoption of these Bylaws shall continue to be held by the Congregation. All assets acquired thereafter by whatever means shall be held by the Congregation.

2. In the event of the dissolution of this Congregation, the assets of the Congregation shall be distributed in accordance with the provisions of the Covenant of May 12, 1996, Article V, Section 3.

3. The fiscal year shall begin on January 1 and end on December 31.

4. The Clergy, if more than one person, serving the Congregation shall receive the same honorarium for conducting worship services. They shall receive a travel reimbursement at the same rate per mile. The Governing Board shall determine the honoraria and the mileage reimbursement rate.

5. The use of the church facility by organizations or individuals who are not members of the Congregation must receive prior approval by the Governing Board.

1. These Bylaws may be revised and amended at any legally called and conducted meeting of the Congregation by a two-thirds (2/3) vote of the voting members present provided that at least thirty (30) days notice of the proposed revision and amendments shall have been given with the notices of the meeting.

Adopted at the Annual Meeting of the Congregation, June 23, 1996.
First Revision at the Annual Meeting of the Congregation, June 21, 1998.
Second Revision at the Annual Meeting of the Congregation, June 25, 2000.
Third Revision at the Annual Meeting of the Congregation, June 17, 2001.
Fourth Revision at the Annual Meeting of the Congregation, September 29, 2002.