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CORPORATION BY-LAWS OF

CENTER PRESBYTERIAN CHURCH

ADOPTED THE ______ DAY OF DECEMBER, 2015

ARTICLE I

NAME AND RELATIONSHIP

Center Presbyterian Church was founded and incorporated in Peters Township, in

the Commonwealth of Pennsylvania. The congregation is under the jurisdiction of the

Washington Presbytery, the Synod of the Trinity, and the General Assembly of the

Presbyterian Church (U.S.A.). The Church is also subject to all ecclesiastical and state

law that pertains to its status.

This Church is a congregation of Presbyterian Church (U.S.A.) and is subject to

the guidance and direction of the General Assembly, the Synod of the Trinity and the

Presbytery of Washington. These By-Laws shall be in conformity with the Constitution

of the Presbyterian Church (U.S.A.) as interpreted by the governing bodies of jurisdiction

and shall set forth and govern the ecclesiastical and corporate structure and method of

operation of this Church.

The principal office for the transaction of business of this Church, including its

corporate affairs shall be 255 Center Church Road, McMurray, PA 15317.

ARTICLE II

CONGREGATIONAL MEETINGS AND MEMBERSHIP

Section 1. All congregational meetings may deal with both ecclesiastical and

corporate matters.

Section 2. All persons who are in full communion, according to the official record

books of this Church, shall be members of the corporation. All active

members of whatever age, shall be eligible to vote upon all matters that

come before the congregation. The session shall determine the active

membership pursuant to the constitution of the Presbyterian Church

(U.S.A.).

Section 3. There shall be at least one meeting of the Congregation each year which

shall be held at a time and a place specified by the Session for the purpose

of hearing the report of the Nominating Committee and electing Deacons

and Elders as expiring terms and other vacancies require and electing a

Nominating Committee for the ensuing year. The annual meeting shall be

held as early in the year as possible, at a time and place specified by the

Session for the purpose of receiving annual reports from Session and

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Church organizations, including financial reports, reviewing the budget for

the current year, and transacting any and all other business that may

properly come before the Congregation and the Corporation. (G-1.0501)

In the unicameral system of organization under which this church operates

whenever the term “Elder” is used it shall always mean “Elder-Trustee”.

Section 4. Special meetings of the Congregation may be called by the Session, by

order of the Presbytery or otherwise as provided by The Constitution of the

Presbyterian Church (U.S.A.). Such calls shall clearly state the purpose of

the meeting. No other matter except that specified in the call may be

considered. (G-1.0501)

Section 5. Congregational meetings shall be announced at all worship services on two

(2) consecutive Sundays immediately preceding the meeting and by mail or

email to all members not present in worship whose addresses are listed with

the church. (G-1.0502)

Section 6. The quorum for the transaction of business at all Congregational meetings

shall consist of a minimum of ten (10) percent of the membership.

Section 7. The Moderator of the Session shall preside at Congregational meetings. If

he or she is unavailable to act, or if the subject to the discussed requires it,

the Moderator or the Presbytery may designate another member of the

Presbytery to preside. The Clerk of the Session shall act as clerk. If he or

she is unavailable to act, a clerk pro tempore shall be designated by the

person presiding at the meeting.

Section 8. Meetings shall be conducted in accordance with the most recent edition of

Robert Rules of Order, except in those cases where the Constitution

provides otherwise.

Section 9. The minutes of a Congregational meeting shall be referred to the Session

for approval at a stated meeting as soon as practicable following the

Congregational meeting, and upon approval shall be incorporated into

Session records.

ARTICLE III

NOMINATION AND ELECTION

OF CHURCH OFFICERS

(G-2.0401)

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Section 1. There shall be a nominating committee composed of five (5) members and

the Moderator of Session who shall be a member ex-officio without a vote.

There shall also be two alternate members to be designated first alternate

and second alternate. Two of the members shall be elders, one (1) of whom

shall be designated by and from the Session and shall be Moderator of the

Nominating Committee.

The current Moderator of the Deacons or their designee shall sit on the

Nominating Committee. The remaining two (2) members and the two (2)

alternate members, none of whom shall be active members on the Session,

shall be nominated by the current year’s Nominating Committee and

elected by the Congregation at its annual meeting.

Section 2. The Nominating Committee shall be constituted at the Congregational

meeting to serve 12 months following election. In the event of vacancies

occurring on the committee, unexpired terms of Elder shall be filled by the

Session, of Deacon, by Deacons, and unexpired terms of members elected

by the congregation or from the congregation shall be filled by the elected

alternates, in the order of their designation. Should there be no elected

alternate to fill a vacancy, the position shall be filled by election at a

congregational meeting or at a specially held meeting of the congregation

called by the Session as set forth hereinabove.

Section 3. The Nominating Committee shall propose for each office of Elder or

Deacon to be filled, one (1) eligible candidate who has given consent to be

nominated. Additional candidates may be nominated from the floor

provided that any such person shall have given prior consent to be

nominated or if present at the meeting shall consent at that time.

Section 4. No person shall be an eligible candidate for the office of Elder or Deacon

for a term (including an unexpired term) which, if served out by him or her

would result in such person’s uninterrupted service as an Elder or Deacon

for a longer period than allowed by The Constitution of the Presbyterian

Church (U.S.A.).

Section 5. Elders and Deacons shall be elected at the annual meeting of the

congregation. There shall always be three (3) classes of Elders and three

(3) classes of Deacons as nearly equal in number as possible. One (1) class

shall expire each year and terms shall always be for three (3) years, except

when it is necessary to elect some for shorter terms in order to equalize the

numbers in the classes or to fill vacancies. Each class shall be separately

nominated and elected.

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Section 6. Election either of a class of Elders and Deacons or members of the ensuing

year’s Nominating Committee shall be by a majority of all votes cast

determining who is elected.

Section 7. Elected Elders and Deacons shall be ordained, if required, and installed at a

worship service designated by Session not later than the twelfth week

following their election and examination. G-2.0402.

Section 8. Vacancies on session or deacons, for whatever reason shall be filled in a

manner consistent with the requirements of the Form of Government and

these By-Laws.

Section 9. When an Elder or Deacon has been absent from three (3) successive

meetings of the Session or Board of Deacons without excuse, Session may

call a congregational meeting for the purpose of declaring the position

vacant and electing another person to fill the unexpired term.

ARTICLE IV

SESSION

Section 1. The Session shall have authority over all of the business affairs and

ministerial activities of this church, including administrative responsibility,

both ecclesiastical and corporate. The Session shall be composed of up to

twelve (12) Elders and the Pastor as Moderator. In the Pastor’s absence or

inability to act, the Moderator may be a member of Washington Presbytery

designated by the Pastor or by Washington Presbytery.

Section 2. The Session shall elect a Clerk, who shall be an ordained Elder.

Section 3. The Session shall annually elect a Treasurer of the

congregation/corporation.

Section 4. Meetings of the Session shall be held consistent with the provisions of the

Form of Government, but not less than quarterly.

Section 5. Session shall determine its permanent committees/commissions and the

responsibilities assigned to each. After consultation with Session, members

of these committee/commissions shall be elected at the first meeting of

Session’s year, upon nomination by the Moderator. Elders serve on

committee/commission until elected to another committee or complete their

term of service. Committees/commissions are free to co-opt members from

the congregation. Normally, a member of Session shall moderate a

committee/commission.

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Section 6. The Session may also, from time to time and for good reason,

appoint/designate other groups to carry out a specific charge. They are

dissolved upon completion of their charge.

Section 7. Budget making and the securing of revenue is the responsibility of the

Session. The Session, through its Finance Committee, shall be responsible

for the collection, holding, disbursing and accounting of all funds.

The total budget for all causes shall be prepared by a Budget Committee,

composed of the chair or representative of each permanent Session

commission/committee and chaired by the Finance Committee

representative. The budget, as approved by the Session, shall be presented

to the Congregation for information and review. Suggested changes by the

Congregation shall be referred to the Session for final action if required.

Compensation of installed Ministers of the Word shall be reviewed

annually by the Session and a recommendation made to the Congregation

for compensation for the next fiscal year. The Congregation shall set the

compensation for its Ministers of the Word with any change in terms of call

also approved by the Presbytery but no later than the annual Congregational

meeting.

Section 8. The Session, through its Building and Grounds Committee, shall be

responsible for the maintenance, protection, and usage of all property,

contents, and grounds.

ARTICLE V

BOARD OF TRUSTEES

Section 1. Elders while in office shall constitute the Board of Trustees, hereinafter

called the Board. All Trustees shall be Elders in active service, and each

Elder by his or her election to that office, is also elected to the office of

Trustee of the Corporation. The Chair of the Finance Committee shall be

the President of Trustees/Corporation.

Section 2.

A. The Corporation shall have the following powers: “To review, hold,

and encumber, manage, and transfer property, real or personal, for

the church to accept and execute deeds of title to such property; to

hold and defend title to such property; to manage any permanent

special funds for the furtherance of the purposes of the church, all

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subject to the authority of the Session and under the provisions of

the constitution of the Presbyterian Church (U.S.A.)”. (G-4.0101)

B. “A particular church shall not sell, mortgage, or otherwise encumber

any of its real property and it shall not acquire real property subject

to an encumbrance or condition without the written permission of

the Presbytery transmitted through the Session of the particular

church.” (G-4.0205)

“A particular church shall not lease its real property used for

purposes of worship, or lease for more than five (5) years any of its

other real property, without the written permission of the Presbytery

transmitted through the Session of the particular church.” (G-

4.0206)

C. All real and/or personal property, now or hereafter acquired and any

interests therein, legal or equitable, will be held in trust for the use

and benefit of the Presbyterian Church (U.S.A.). through the

Presbytery of Washington, its successors or assigns, in conformity to

Section 301 c (3) of the Internal Revenue Code and G-4.0203.

D. All of the powers of the corporation under the laws of the

Commonwealth of Pennsylvania subject to the provisions of its

Articles of Incorporation and these By-Laws are vested in the

Session. Such powers shall be exercised in accordance with The

Constitution of the Presbyterian Church (U.S.A.).

Section 3.

The Session, subject to limitations of the By-Laws and the

Constitution of Presbyterian Church (U.S.A.) may authorize any

officer or officers, agent or agents, to enter into any contract and

execute any instrument in the name of, or on behalf of, the

Corporation by resolution of the Session. Such officers may be

given authority in the name of the Corporation to borrow money or

incur indebtedness and to cause to be executed and delivered

promissory notes, deeds of trust, mortgages, pledges, or other

evidence of debt and surety therefore. Unless so authorized, no

officer, agent or employee shall have any power or authority to bind

this Corporation by any contract or agreement.

Section 4. Officers. The officers of the Corporation shall be the President, a Secretary

and a Treasurer. The President shall be a member of the Session. The

Clerk of Session shall be the Secretary and the Treasurer of the

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Congregation shall be the Treasurer of the Corporation. The officers of the

Corporation shall be elected annually by the Session and shall serve at the

pleasure of the Session. A vacancy in any office caused by death,

resignation, removal, disqualification, or any other cause, shall be filled by

the Session at a regular or special meeting.

ARTICLE VI

BOARD OF DEACONS

Section 1. There shall be a Board of Deacons for Center Presbyterian Church. The

number of Deacons shall be set by Session so that there shall be three (3)

equal classes. One class shall be elected for a three (3) year term by the

congregation at the Congregational meeting pursuant to Article II of these

By-Laws.

Section 2. The Board of Deacons shall elect annually from its own membership a

Moderator, Vice Moderator, a Secretary, and a Treasurer of the funds for

the Board. The Board shall be under the supervision and authority of the

Session. Its records shall be submitted to the Session at least annually.

Section 3. The Deacons shall hold regular monthly meetings except as modified by

the Board of Deacons with Session approval. Other meetings may be

called by the Moderator of Deacons, any three Deacons, or any two (2)

members of the Session. One third of the membership shall constitute a

quorum.

Section 4. A Deacon’s Fund shall be maintained for benevolent use in the local

community, and funds may be raised by special offerings as authorized by

the Session. In addition, funds shall be available as designated funds from

the church budget or received designated for the use of Deacons.

ARTICLE VII

AUDITORS

Section 1. A committee of three (3) auditors shall be elected by the Congregation in

classes of one (1), for terms of three (3) years

Section 2. Auditors who have served a partial term shall be eligible to serve a full

three (3) year term as well; but after serving a three (3) year term, he or she

will not be eligible for re-election for at least one (1) year after serving a

full term; but in no event shall one be eligible to serve more than six

consecutive years.

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Section 3. All Treasurer’s books and accounts shall be carefully examined by the

Board of Auditors at least five (5) days prior to the annual Congregational

meeting.

Section 4. A report shall be made by the Committee of Auditors at each annual

meeting of the Congregation.

ARTICLE VIII

SEAL

Section 1. The Corporation shall have a seal, upon which shall be inscribed the name

of the Corporation, the year of its creation, and the words: Incorporated,

Commonwealth of Pennsylvania.

ARTICLE IX

CEMETERY ASSOCIATION

The Center Cemetery Association shall have responsibility for the physical and financial

preservation of the cemetery. The Association shall have its own officers and treasurer.

The monies donated for the maintenance and perpetual care of the cemetery shall be used

solely for this purpose and shall be kept separate and apart from any other funds

controlled by the Session of Center Presbyterian Church. A regular report of the meeting

of the Cemetery Association shall be provided to the Session, including an Annual

Financial Report and the same shall be made available to the Congregation at the Annual

Meeting.

ARTICLE X

AMENDMENTS

These By-Laws may be amended subject to the charter of the Corporation, the laws of the

Commonwealth of Pennsylvania, and the Constitution of the Presbyterian Church

(U.S.A.) at any annual or special meeting of the Congregation by a two-thirds (2/3)

majority vote of those members present and eligible to vote. The call for such meeting of

the Congregation shall include either a full reading or a printed distribution of the

proposed changes to the By-Laws. Neither of these By-Laws, nor the charter of this

corporation may be amended in any manner that might contradict or exclude any

provision of the Constitution of the Presbyterian Church (U.S.A.).