The purposes for which the Corporation is formed are more fully set forth in the Constitution of the Presbyterian Church (U.S.A) (Book of Order G-3000), and can be succinctly stated as the Great Ends of the Church (Book of Order G-1.0200),

            1) the proclamation of the gospel for the salvation of humankind;

            2) the shelter, nurture, and spiritual fellowship of the children of God;

            3) the maintenance of divine worship;

            4) the preservation of the truth;

            5) the promotion of social righteousness;

            6) the exhibition of the Kingdom of Heaven to the world.

Section 2. Formation.
            The Corporation is formed by University Presbyterian Church pursuant to the Constitution of the Presbyterian Church (U.S.A.). (Book of Order G7.0401). The University Presbyterian Church is a member church of the Presbytery of Mission in the Synod of The Sun.

Section 1. Eligibility for Membership.

            Only members on the active roll of the University Presbyterian Church shall be members of the Corporation and eligible for election as trustees. (Book of Order G-7.0401). Ministers are not members of the congregation so are not members of the Corporation. (Book of Order G-7.0308).

Section 2. Active Members.
            The roll of active members established and maintained by the session as prescribed by the Book of Order (G-10.0302) shall determine those individuals who are active members from time to time.

Section 3. Trustees; Qualification; Election; Removal.
            The directors of the Corporation are designated Trustees. The membership of the board of trustees shall be identical to the membership of the ruling elders of the session in active service. Election by the congregation and installation as ruling elder of the church shall constitute a person as trustee of the Corporation. Youth ruling elders not of legal majority age in the State of Texas will not vote as a trustee of the corporation in matters dealing with property as listed in Article III, Section 3.. Termination for any cause of the active service of a person on session shall automatically terminate such person as a trustee of the Corporation. (Book of Order G7.0401).

Section 4. Number of Members on The Board of Trustees/Session:
            The number of ruling elders/trustees that form the session/board of trustees shall be fifteen, divided into three classes of five each. In addition one or more youth ruling elders may be elected to the session/board of trustees for a specified term of three years or less. Qualifications and procedures for the election and establishment of the session/board of trustees shall conform to the Book of Order (G-6.000 and G-14.000).

Section 1. Authority.

            In carrying out the corporation’s purposes, the trustees and the Corporation are in fact the ruling elders and congregation and the actions of the ruling elders and session constitute the actions of the trustees of the corporation. The authority of the session and congregation shall, at all times and in all respects, conform to and support the Constitution of the Presbyterian Church (U.S.A.) as it is now or shall be, from time to time amended, established, made, and declared by the authority of the Presbyterian Church (U.S.A.).

            The Corporation and all of its property, both real and personal, shall be subject to the Constitution of the Presbyterian Church (U.S.A.), as it is now or shall be, from time to time, amended, established, made, and declared by the authority of the Presbyterian Church (U.S.A.). The business of the Corporation shall be conducted in conformity with the Constitution of the Presbyterian Church (U.S.A.), as it is now or shall be, from time to time, amended, established, made, and declared by the authority of the Presbyterian Church (U.S.A.).

Section 2. Limitation of Powers and Duties.
            The powers and duties of the trustees/ruling elders shall be exercised in conformity with the Constitution of the Presbyterian Church (U.S.A.) (Book of Order G-7.0401, G-7.0402, G-10.0102). In addition, the Corporation shall not engage in ultra vires acts.

Section 3. Powers and Duties.
            The Corporation shall have the powers and duties granted by the Constitution of the Presbyterian Church (U.S.A.). (Book of Order G-7.0402):

            To receive, hold, 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.

            In addition, to the extent not included in the above and not inconsistent with the Constitution of the Presbyterian Church (U.S.A.), the Corporation shall have all of the general powers of an onprofit religious corporation organized under the State of Texas nonprofit incorporation statues.

 

Section 4. All Property Held in Trust.
            All property, both real or personal, held by or for the particular church, whether title is lodged in the Corporation, the board of trustees or a trustee, or an unincorporated association, and whether the property is used in programs of the particular church or retained for the production of income, is held in trust nevertheless for the use and benefit of the Presbyterian Church (U.S.A.).    (Book of Order G-8.0201).

Section 5. Particular Property Requirements.
            When buying, selling, and mortgaging real property, the board of trustees/session shall act only after the approval of the congregation granted in a duly constituted meeting. (Book of Order G-7.0402). The board of trustees/session 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 to the session. (Book of Order G-8.0501). The Corporation shall not lease its real property used for purposes of worship, or lease for more than five years any of its other real property, without the written permission of the presbytery transmitted to the session. (Book of Order G-8.0502).

Section 6 Property Conveyances.
            Pursuant to the Constitution of the Presbyterian Church (U.S.A.) (Book of Order G-8.0201), real property held or acquired by the Corporation, the church, the board of trustees/session, a trustee /ruling elder for an unincorporated association will include the following language in the deed:

The premises herein conveyed shall be used, kept, and maintained by the grantee for Divine Worship and other purposes of its ministry as a particular church belonging to the Presbytery of Mission, subject to the provisions of the Constitution of the Presbyterian Church (U.S.A.). The grantee holds the property in trust pursuant to the provisions of the Constitution of the Presbyterian Church (U.S.A.).

            Mission determines the form and structure of administration. (G-9.0402). Therefore session/board of trustees may establish and delegate aspects of its tasks to committees who will be accountable to the session/board of trustees. The session/board of trustees shall establish a Facilities and Operations Committee with a chairperson to handle matters regarding the buildings, property, maintenance, construction and planning, as well as oversight of the procedures for the administration of the church. A congreational nominating commitee should provice nominations for trustees/ruling elders/deacons to be elected at the annual meeting of the congregation.  The committee shall be representative of all the congregation and shll consist of at least three active members of the congregation, at least one ruling elder who is currently serving on the session, and one dacon who is currently on the board of deacons (G.-2.0401) 

Section 1. Annual Meeting.
            The annual meeting of the board of trustees/session shall be the first stated meeting of the session of the church held after the installation of the new ruling elders elected at the annual meeting of the congregation of the church.

 

Section 2. Procedures.
            The meeting requirements and provisions of the Constitution of the Presbyterian Church (U.S.A.) shall govern. In addition to those requirements and provisions, these bylaws provide specific guidance for the Corporation. Robert's Rules of Order (Newly Revised) shall be used for parliamentary guidance. All meetings of the session/board of trustees shall be led by the pastor or pastors of the church who are designated as moderator of the session/board of trustees as set forth in the Book of Order G-10.000. The moderator is not eligible to be an officer of the church/corporation since this office is not held by a member of the congregation.

             Notice of the time and place and in case of special meeting the purpose of every meeting of the board of trustees shall be in writing and shall be duly sent, mailed or otherwise delivered to each ruling elder /trustee not less than ten (10) days before the meeting; provided, that no notice of any regularly scheduled or adjourned meeting need be given.

 

            Meetings may be held at any time without notice if all of the trustees/ruling elders are present or if those not present waive notice of the time, place, and purpose of the meeting, either before or after the holding thereof.

            One-third of the members of session, plus its moderator shall constitute a quorum for the transaction of business, except for the reception and dismissal of church members when the quorum shall be the moderator and two session members (G-10.0202). When acting on issues of property, deeds and such matters indicated Article III, Section 3, a quorum shall be a majority of the trustees. The action of the board of trustees /session present at any meeting at which a quorum is present shall be the action of the board of trustees /session; provided, that if the trustees /ruling elders shall unanimously consent in writing 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/session If at any meeting of the board of trustees there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall have been obtained.

Section 5. Special Meetings.
            Special meetings of the board of trustees/session 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, the moderator of the session, or when requested in writing by two members of the trustees/ruling elders then in office.

Section 6. Power and Authority.
            The board of trustees/session shall have power and authority to carry out the affairs of the Corporation and in so doing may elect or appoint all necessary officers or 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; may dismiss any appointive officer or agent of the Corporation without previous notice. The board of trustees/session may, in the absence of an officer, delegate that officer’s powers and duties to any other officer or a trustee for the time being.

Section 1. Annual Meeting.
            There shall be an annual meeting of the members of the Corporation (congregation).

Section 2. Place and Time.
            Both ecclesiastical and corporate business may be conducted at the same meeting. (Book of Order G7.0304). Any stated or called meeting of the congregation shall be a meeting of the Corporation, and any business may be conducted that is appropriate to the Corporation. Special meetings of the congregation must be called

(1) by the session whenever it determines such a meeting is necessary,

(2) by the presbytery whenever it determines such a meeting is necessary,

(3) by the session when requested in writing by one fourth of the members on the active roll of the particular church. (G-7.0303a)

            Public notice of all meetings of the Corporation shall be given in worship at least two Sundays prior to the meeting. (G-1.0502)

Section 4. Quorum and Procedural Requirements.
             A quorum shall be one-tenth of the members on the active role of the church (G.-1.0501) or as may be amended in the Book of Order from time to time. The meetings of the members shall be conducted to conform to the procedural requirements of meetings of the congregation and the provisions of the Constitution of the Presbyterian Church (U.S.A.). (See Book of Order G-7.0300). In addition to those requirements and provisions, these bylaws provide specific guidance for the Corporation. Robert's Rules of Order (Newly Revised) shall be used for parliamentary guidance.

Section 5. Proxy Voting.
            Voting by proxy is prohibited unless civil law specifically requires that voting by proxy shall be permitted as to that particular corporate matter. (Book of Order G7.0404).

            The board of trustees/session, at their annual meeting, which is the first stated meeting after the election and installation of (ruling elders) trustees in each year, shall elect from their number a president of the Corporation who shall be the chairperson of the Facilities and Operations Committee, and may from time to time select one or more vice-presidents, assistant secretaries, and assistant treasurers. The elected clerk of session shall serve as Secretary of the Corporation. The treasurer elected by the session shall serve as treasurer of the Corporation (See Book of Order G-10.0400). 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 term of office for all officers shall be one (1) year or until their respective successors are chosen. Any officer elected by the board of trustees/session may be removed from the office at any meeting of the board of trustees by the affirmative vote of a majority of the trustees then in office, whenever in their judgment the interest of the Corporation will be served thereby.

The board of trustees shall have full power to fill any vacancies in any offices it is authorized to elect occurring for any reason whatsoever.

Section 3. Powers and Duties.
            The officers of the Corporation shall respectively have such powers and perform such duties in the management of property and affairs of the Corporation, subject to the control of the Trustees /session, as generally pertain to their respective offices, as well as such additional powers and duties as may from time to time be conferred by the board of trustees/session. No action taken by the officers shall infringe upon the authority of the session of the church or of the board of deacons and all actions shall be in conformity with the Constitution of the Presbyterian Church (U.S.A.). Subject to this Section, these bylaws and the articles of incorporation of the Corporation, the officers shall have the following powers and duties in regards to the Corporation:

A. The president shall: (1) execute any and all documents of whatsoever kind and nature necessary to carry out the purpose and functions of the Corporation; (2) be responsible for carrying out the directives and requirements of applicable law, these bylaws, and the charter of incorporation; (3) perform all duties incident to the office of president and Chair of the Facilities and Operations Committee; and (6) perform such other duties as may from time to time be assigned by the board of trustees.

B. The vice president(s) shall: (1) assist the president in the exercise of his or her duties; (2) in the absence or inability of the president, execute the duties of the president; (3) in general, perform all duties incident to the office of vice president; and (4) perform such other duties as may from time to time be assigned by the board of trustees.

C. The secretary (clerk of session) shall: (1) perform for the Corporation those duties set out in the Constitution of the Presbyterian Church (U.S.A.) (see Book of Order G-9.0203); (2) record all votes by the board of trustees; (3) be the custodian of the corporate seal, if any, and affix it to all documents to be executed on behalf of the Corporation under its seal; (4) in general, perform all duties incident to the office of secretary; and (5) perform such other duties as may from time to time be assigned by the board of trustees.

D. The treasurer (elected by the session) shall: (1) perform for the Corporation those duties set out in the Constitution of the Presbyterian Church (U.S.A.) (see Book of Order G- 10.04000); (2) be responsible for the safekeeping of all funds and assets, except for those funds expressly assigned to the trusteeship of another; (3) be responsible for the filing of any and all tax and other financial reports as required by applicable law; (4) deposit all monies, drafts, and checks in the name of or to the credit of the church or Corporation at such banks or depositories as the board of trustees shall designate; (5) in general, perform all duties incident to the office of treasurer; and (6) perform such other duties as may from time to time be assigned by the board of trustees.

E. Assistant secretaries shall perform those duties of the secretary as directed by the board of trustees.

F. Assistant treasurers shall perform those duties of the treasurer as directed by the board of trustees.

Section 4. Checks, Notes, Drafts, and Other Obligations.
            In addition to the authority given to the President to sign and execute various documents, and authority given the treasurer, the board of trustees/session may, from time to time, prescribe the manner of making signature or endorsement of bills of exchange, notes, drafts, checks, acceptances, obligations, contracts, leases, and other negotiable paper or other instruments for the payment of money and designate the officer or officers, agent or agents, who shall from time to time be authorized to make, sign, or endorse the same on behalf of the Corporation. Such designations may state the authority and limits of authority that will obligate or bind the Corporation.

            Without such specific designation, no officer, trustee, employee or member has the authority to sign any document that obligates the Corporation for the payment of money or contracts involving material, property, or service.

Section 1. Fiscal Year.
           The fiscal year of the Corporation shall be January 1 to December 31.

            The board of trustees shall provide a suitable corporate seal for use by the Corporation if deemed appropriate.

            The principal office and mailing address of the Corporation is 300 Bushnell, San Antonio, Texas 78212.

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 those members of the Corporation/congregation gathered in a meeting in which proper notice is given of the proposed change, and in which a quorum is present; provided, that the bylaws must at all times and in all respects remain in conformity with the Constitution of the Presbyterian Church (U.S.A.). (Book of Order G-7.0401, G-7.0402, G-8.0201;

Each trustee and officer of the Corporation shall be indemnified by the Corporation against expenses reasonably incurred in connection with any action, suit, or proceeding to which the trustee or officer may be made a party by reason of being or having been a trustee or officer of the Corporation (whether or not he or she continues to be a trustee or officer at the time of incurring such expenses), except in relation to matters as to which he or she shall finally be adjudged in such action, suit, or proceeding to be personally liable. The foregoing right of  indemnification shall not be exclusive of other rights to which any trustee or officer may be entitled as a matter of law.

If the church is formally dissolved by the presbytery of which it is a member, or has become extinct by reason of the dispersal of its members, the abandonment of its work, or any other cause, all such property, both real and personal, present and future, as the Corporation may have shall be vested in and be the property of the Presbytery of Mission of the Presbyterian Church (U.S.A.), pursuant to the Constitution of the Presbyterian Church (U.S.A.), said Presbytery being an organization qualified under section 501(c)(3) of the Internal Revenue Code of the United States. In the alternative, said property of the Corporation shall be held, used, and applied for such uses, purposes, and trust as the Presbytery may direct, limit, and appoint, or such property may be sold or disposed of as the Presbytery may direct in conformity with the Constitution of the Presbyterian Church (U.S.A.). (Book of Order G-8.0300, G-8.0400, G-11.0103; Article of Incorporation XVII).

With a quorum present at a duly called and constituted meeting of the cong regation, these Corporate Bylaws were adopted by the members of the congregation with more than a two-thirds vote at a meeting held on May 3, 2009 at University Presbyterian Church.

approved by congregation on May 3, 2009

_______________________                                     _______________________

Rev. Kent C. Miller, Moderator                                              Barry Hubbard, Clerk of Session