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THE PARK AVENUE CONGREGATIONAL CHURCH OF ARLINGTON HEIGHTS, MASSACHUSETTS BYLAWS January
7, 2001 REVISION ARTICLE
I. MEMBERSHIP This church will welcome into its membership all persons who
propose to live a Christian life. Section 1.
Classification of Membership The membership shall be divided among three classifications:
active, associate, and inactive. Section 2. Active
Membership Professing Christians shall be admitted as active members
by: a) Profession of faith, having been baptized, or presenting
a letter of transfer, stating the applicant is a member in good standing of
another Christian church, or renewal of covenant, and, b) Election at any regular or special meeting of the church
or of the Church Council, by a majority vote of the members present and voting
at such meeting, and publicly owning, or assenting to the covenant and being
received formally into membership generally during a Sunday morning service of
worship, unless a different time is appointed by the Board of Deacons, and signing
the roll of active membership, thereby subscribing in writing to the church
covenant and bylaws. The Board of Deacons shall make recommendations for the
guidance of the church or Church Council concerning each prospective member. Section 3. Associate Membership Members of another Christian church who do not wish to
assume full membership may be admitted to a limited standing, designated as
associate membership, by: a) Election at any regular or special meeting of the church,
or of the Church Council by a majority vote of the members present and voting
at such meeting, and b) Being received formally into membership during a Sunday
morning service of worship, unless a different time is appointed by the Board
of Deacons, and c) Signing the roll of associate membership. The Board of Deacons shall make recommendations for the
guidance of the church or the Church Council concerning each prospective
member. Section 4. Voting
Privileges of Active and Associate Members The voting privilege of members is by the Massachusetts
General Laws, Chapter 67, Section 52, as amended. For the purpose of these
bylaws, Section 5. Code of
Active and Associate Members a) Be faithful in all spiritual duties essential to the
Christian life. b) Be present whenever possible at the church services. c) Contribute according as each may be able, to the
temporal prosperity and spiritual
welfare of the church. d) Share in the organized work of the church. Section 6. Transfer
of Active and Associate Members a) An active or associate member may, upon his/her request,
receive a letter of transfer to another
church. b) The clerk of the church is authorized to issue such a
letter immediately and the action taken
shall be validated at the next church meeting or Church Council meeting. c) The applicant's membership here shall cease on date of
issuance of a letter of transfer. Section 7. Inactive
Membership If in the opinion of the Board of Deacons any member is no
longer in communication with the church and has not responded to reasonable
efforts in person or by mail to inquire of his/her concern for the church, said
committee may instruct the senior deacon or church clerk to send a letter to
the member at his/her last known address stating that unless they hear of
his/her wishes to the contrary, his/her name will be placed on the inactive
list. After 30 days from the date of
mailing said notice, such action may be taken by vote of the church or Church
Council. Section 8.
Termination of Membership Any member may, by a letter of resignation, terminate
his/her church membership and such resignation shall be reported at the next
meeting of the Church or Church Council. ARTICLE
II. OFFICERS Section l. The officers of the church shall be the minister(s),
moderator, vice-moderator, treasurer, clerk, senior deacon and associate senior
deacon, all of whom shall be active members of the church. Section 2. Minister a) Whenever a vacancy occurs, a committee appointed by the
moderator and approved by the church or the Church Council shall recommend a
minister. His/Her appointment shall require a two-thirds affirmative vote of
the church membership present and voting at a duly called church meeting. b) He/She may be installed or recognized by the Metropolitan
Boston Association (or its legally constituted successors) if the church and
the minister so desire. c) It shall be the minister's duty to preach the word, to
care for the stated services of public worship. to administer church ordinances, and to promote the spiritual
welfare of the church and to those whom
it serves. d) He/She shall be non-voting ex-officio member of all
committees. e) He/She shall make a written report at the church annual
meeting. f) He/She shall hold office without limitation of time.
However, the ministerial relationship may be dissolved at any time not less
than three months after written notice of such intention has been given either
by the minister to the church, or by the
affirmative vote of two-thirds of the church active membership present and voting at any duly called and
held church meeting, subject in either case to prior consultation with the
appropriate representatives of the Metropolitan Boston Association (or its
legally constituted successors) if so installed. g) The three months' time limit may be modified by mutual
consent. Section 3.
Additional Ministers When an additional minister is authorized by the church,
he/she shall be secured by a committee appointed by the moderator. The committee and the minister shall
designate the additional minister's tenure and duties. Section 4. Moderator
and Vice Moderator a) The moderator (or in his/her absence, the vice-moderator)
shall preside at all church and Church Council meetings and at all of the
meetings of the Executive Committee. b) The moderator and the vice-moderator shall be elected for
a term of one year and shall not serve in their respective offices for more
than three consecutive terms without the intervention of one year. c) The moderator and vice-moderator shall be non-voting
members of all committees ex-officio. Section 5. Treasurer a) The treasurer shall disburse funds, except the Deacons'
Fund and the Memorial Fund, as the Finance Committee, the committee chairs
(within their budgetary limits) or the church or Church Council shall direct. b) The Deacons' Fund shall be withdrawn in favor of the
minister at his/her written request, and the disposal thereof shall be made at
the discretion of the minister in conference with the senior deacon or the
associate senior deacon according to the needs made known to the minister. c) The Memorial Fund shall be disbursed upon the majority
vote of those present and voting at any meeting of the church or of the Church
Council after consideration of the recommendations of the Memorial Fund
Committee. d) The treasurer shall report to the Church Council at its
monthly meeting as to actual revenues and expenditures. The treasurer's report shall include such
other information as may be deemed appropriate and necessary. e) The treasurer shall report to the Annual Meeting as to
the actual revenues and expenditures for the preceding year as well as the
condition of the various accounts and funds for which the treasurer maintains
records. The annual report shall be in
written form. f) The treasurer shall provide information to the Finance
Committee as may be needed in monitoring the financial activities of the
church. g) The treasurer shall provide information regarding the
financial activity of the church to the Church Council, officers, and committee
chairs as requested. h) The treasurer shall be elected at each annual church
meeting for a one year term of office.
The treasurer may serve no more than six consecutive terms without a one
year interval. i) The treasurer shall give bond with a fidelity company as
surety for the faithful discharge of his/her duties in such company and in such
amount as the Finance Committee shall determine. The expense of the bond shall be paid by the church. Section 6. Clerk The Clerk shall have the following duties: a) Keep a true record of the proceedings of the church, the
Church Council and the Executive Committee meetings. b) Keep a register of the members of the church with dates
of their reception and removal; and a record of baptism, marriage and death. c) Issue letters of transfer in accordance with votes of the
church or the Church Council; or as otherwise provided. d) Retain on file all communications and written official
reports, unless and until otherwise directed by vote of the church or the
Church Council. e) Give required notice of all church and Church Council
meetings. The clerk's term of office
shall be for one year and thereafter until his/her successor shall be elected
and shall enter upon the duties of office.
The clerk shall be sworn. ARTICLE
III. PERSONNEL Section l. Assistant
Treasurer a) The assistant treasurer shall be elected at each annual
church meeting for a one year term of office.
He/She may serve successive
terms without limit, if nominated and elected at successive annual church meetings. b) The assistant treasurer shall act as treasurer upon the
prolonged absence of the treasurer, or upon the disability of the treasurer as determined by the finance
committee. c) The assistant treasurer shall act as treasurer for
temporary periods upon the written request of the treasurer. Section 2. Collector The collector shall have the following duties: a) Receive moneys contributed to the church except moneys to
be held by the treasurers of the auxiliary church organizations. b) Keep a true record of contributions and pledges and
notify those in arrears each quarter. c) Deposit all moneys received by him/her in the name of
"The Park Avenue Congregational Church" in such bank or banks as
designated by the Finance Committee and account to the treasurer each week. d) Render a report to the regular Church Council meetings
and a written report to the church annual meeting. e) Be a member of the Finance Committee ex-officio. f) Give bond with a fidelity company as surety for the
faithful discharge of his/her duties
in such company and in such sum as the Finance Committee shall determine. The expense of the bond shall be paid by the Church. g) The collector shall be elected at each annual church
meeting for a one year term of
office. He/She may serve successive
terms without limit, if nominated and elected at successive annual church
meetings. Section 3. Assistant
Collector The assistant collector shall have the following duties: a) Render assistance to the collector as the collector may
request. b) In the absence or disability of the collector, perform
the collector's duties. c) Be a member of the Finance Committee ex-officio. d) The assistant collector shall be elected at each annual
church meeting for a one year term of office.
He/She may serve successive terms
without limit if nominated and elected at successive annual church
meetings. Section 4. Auditor The auditor shall have the following duties: a) Audit the records of the church treasurer and the church
collector, with the assistance of two members of the Finance Committee delegated by the chair of the
Finance Committee. b) The records of the church treasurer and church collector
shall be audited at least annually. c) Render an annual report to the church or the Church
Council. d) Make such audit and other financial report as the church
or the Church Council shall direct. The auditor shall be appointed by the moderator and shall
serve for a term of one year from the date of appointment. Section 5. Church Historian The church historian shall have the following duties: a) Be authorized to preserve the extant records, and to make
them available to qualified persons for due cause. b) Cooperate with, and undertake such duties as are
recommended by, the Congregational Historical Society. c) The church historian shall be elected for one year and
thereafter until a successor shall be elected and shall enter upon the duties
of the office. ARTICLE
IV. EXECUTIVE COMMITTEE Section l. The Executive Committee shall have the following duties: a) Advise with all church committees and church officers to
coordinate the various activities of the church, to see that the policies and
programs adopted at church meetings or at Church Council meetings are executed. b) Serve as the church nominating committee. l. As such it
shall make nominations at the church annual meeting for
the various officers and committees except the organizations'
representatives who are elected by said organizations. 2. Should one
or more vacancies occur during the church year this
committee shall submit nominations for election by the Church
Council to fill such vacancies. c) In consultation with the appropriate standing committees,
make an annual evaluation of all paid and not elected staff members. d) This committee shall consist of the moderator,
vice-moderator, ministers, treasurer, clerk and three other persons none of
whom shall be a chairman of any standing committee. e) The "three other persons" shall be elected at
the church annual meeting at which or after which these bylaws are adopted, for
a term of one, two, and three years respectively; thereafter, one such member
shall be elected each year for a term of three years but such member shall not
be eligible for re-election to the committee without the intervention of one
year. f) The Executive Committee shall be responsible for revising
the minister's position guide covering
the duties and responsibilities of the minister. Either the committee or the
minister may initiate the discussions leading to such revisions. g) The Executive Committee shall be responsible for creating
and revising the job description covering the duties and responsibilities of an
additional minister. Either the committee or the minister(s) may initiate the
discussions leading to such revisions. h) The Executive Committee shall be responsible for creating
and revising the job description
covering the duties and responsibilities of the church secretary and any other
office staff. i) The Executive Committee shall have supervision over and
responsibility for the annual evaluation of the church secretary and other
appointed office staff, and all paid and not elected staff persons in
consultation with the following standing committees as specified below: Staff Member
Standing Committee Minister
Board of Deacons Organist, Choir Director
Music Committee Sexton
Property Committee Christian Ed. Director/
Youth Music Director Christian Ed. Committee j) Assist the Finance Committee with preparing the annual
church budget by making salary
recommendations to the Finance Committee for the positions of minister and
additional minister; church secretary and any other appointed office staff; and
Treasurer and any other elected officer or elected personnel who may receive a
salary. k) The Executive Committee shall be responsible for
recruiting or appointing persons to represent this church at association,
state, and national meetings, conferences, and councils. The representatives will return their report
of the meetings as directed. ARTICLE
V. CHURCH ADMINISTRATION Section l. Church
Council a) The Church Council shall be the general administrative
body of the church and shall have authority to act in all matters, except as
otherwise provided, subject to appeal to, and revision by a duly called and
held regular or special church meeting; however, the Church Council shall have
no power to buy, sell, mortgage, or
transfer any real property of the church, or disburse bequests or legacies. The
Church Council may authorize the rental of real property of the church. b) The Church Council shall consist of the ministers,
deacons, moderator, vice-moderator, treasurer, clerk, collector, the at-large members of the Executive Committee, and the chair
of each of the standing committees, all of whom shall be
active members of the church. One accredited representative from such auxiliary
organizations as are currently active, and who petition for representation, and
who by vote of the church are admitted annually to the Church Council shall be
represented on the Church Council. c) At meetings of the Church Council, a quorum shall consist
of fifteen of its members. Each member
of the council, or in his/her absence his/her delegated alternate, shall have
one vote only, irrespective of office, committee or organization he/she may
represent. The moderator shall vote only in case of a tie. (see
Article I, Section 4, for voting privileges). d) The Council shall meet monthly unless otherwise voted by the council. e) Special meetings of the council shall be called by the
clerk (or in the clerk's absence or refusal to act, by any member of the
council) upon request of the moderator, or of the minister, or of any three
members of the council. f) Any person connected with the church may attend any
meeting of the Church Council, and may speak, but only members of the council
may vote. ARTICLE
VI. THE STANDING COMMITTEES Section l.
Membership a) Unless otherwise specified, each standing committee shall
have at least three members, one of whom shall be the chairperson. b) Committee members' names, including the chairperson,
shall be presented by the Executive
Committee, and members shall be elected at the church annual meeting for a term
of one year except where otherwise expressly provided. c) No one may be chairperson for the same committee for more
than three consecutive years without the intervention of one year. d) Should vacancies occur during the year, the Executive
Committee shall submit nominations for election by the council, to fill such
vacancies. e) Each committee shall, if possible, have some of the
previous year's members on it. f) When a vacancy occurs during a member's term of office,
the person elected to fill the vacancy shall serve the unexpired term of the
person whom he or she succeeds. Section 2. Duties a) Each committee shall be responsible for the planning and
consummation of any policy or program the church or the church Council shall decide concerning such
committee's specific field. b) Each committee shall prepare and present an annual
written report to the church annual meeting. Section 3. Board of Deacons a) The Board of Deacons shall have no more than twelve
members to consist to the extent possible of six men and six women. b) The Board of Deacons shall elect a senior deacon and an
associate senior deacon annually. c) The term of office shall be three years. No person shall serve for more than two
consecutive full terms without a one year absence. At each church annual
meeting, four deacons shall be elected
for a term of three years. d) Members of this committee must be active members of the
church. The Board of Deacons shall have the following duties: aa) Advise with the minister concerning
the services of worship. bb) Provide for pulpit supply in case
of need. cc)
Assist with the preparation and administration of the sacraments. dd) Promote the
spiritual welfare of the church. ee) Care for the
sick and needy. ff) Inquire
concerning absentees. gg) Seek to enlist
new members. hh) Make
recommendations concerning receiving new members and placing members on the
inactive list. ii) Be responsible
for and have oversight over the selection and duties of the Welcoming
Committee. jj) Be responsible
and have oversight over the duties of the Chancel Guild. e) The Deacons Fund--a discretionary non-budget item, made
up of contributions by the members and friends of Park Avenue Congregational
Church (PACC) for the purpose of assisting those in need. The fund will be administered under the
following provisions: aa) The fund is to provide financial
assistance to families or individuals for purposes commensurate with the
corporate charter and bylaws of PACC. bb) The Minister in consultation with the
Senior Deacon or his/her designate may use money from this fund to assist those
in need. Said consultation does not
require the disclosure of those being assisted. cc) No portion of the fund shall be
expended for the benefit of the Minister, the Senior Deacon or any member of
their families. dd) The Senior Deacon shall provide a
report not less than annually to Board of Deacons. ee) The report shall contain the fund’s
balance at the beginning and end of the accounting period, the total of the
contributions made to the fund during the year, the number, the dollar amount,
and the general purposes of the distributions made (but the names of the
recipients will not be disclosed). Section 4. Finance Committee The Finance Committee shall have the following duties: a) Be responsible for the preparing and raising of the
budget. b) Approve all disbursements to be made by the treasurer,
except those disbursements which have been authorized by the Church Council,
or, as stated in Article II, Section 5,.Paragraph b). c) Be responsible for maintaining adequate insurance on
church property and for bonding those persons required to be bonded. d) This committee shall have no jurisdiction over the
Deacons' Funds. e) In no case shall this committee have the power to buy,
sell, mortgage, or transfer real property, or disburse bequests or legacies,
without a special vote of the church authorizing such action. In no case shall this committee rent or
lease church property without the authorization of the Church Council as
provided in these bylaws. f) This committee shall consist of nine members. The term of office shall be for three
years. At the first church annual
meeting following the adoption of these bylaws, three members shall be elected
for a term of one year; three for a term of two years; and three for a term of
three years. At each succeeding church
annual meeting thereafter, three members shall be elected for a three year
term. Section 5. Property Committee The Property Committee shall have the following duties: a) Oversee the general maintenance of the church buildings,
of the furnishings, of the grounds, and of alterations which may be found
necessary, excepting those otherwise specified. b) Consult with the Church Beautiful Committee before making
any changes which affect the appearance of buildings or of furnishings. c) The power to appoint and to dismiss the sexton and/or
assistants to the sexton, and shall designate and supervise his/her or their
duties. The Property Committee shall recommend to the Finance Committee the
salary for the sexton and assistants. d) The power to authorize the use of the church buildings,
land and church-owned furnishings for religious and social purposes of
recognized church organizations, and for such other purposes as may be
recommended by the Property Committee and approved by the church or by the
Church Council including the oversight, arrangements and scheduling of use by
groups renting church property. e) The chair of the Property Committee may appoint such
sub-committees as he/she deems necessary to accomplish the committee's duties. f) In no case shall this committee have the power to buy,
sell, mortgage, or transfer real
property without a special vote of the church, authorizing such action. In no case shall this committee rent or
lease church property without the authorization of the Church Council as provided
in these bylaws. g) The chair of this committee shall be a member of the
Church Beautiful Committee, ex-officio. Section 6.
Hospitality Committee The Hospitality Committee shall strive to foster a welcoming
atmosphere by: a) Serving refreshments after Sunday morning worship. b) Providing refreshments for social parties, luncheons, and
other events held in behalf of the church, as authorized by the church or by
the Church Council. Section 7. Christian
Outreach Committee The Christian Outreach Committee shall have the following
duties: a) Foster the program of mission education. b) Strive to develop within the church a mission program of
constructive action. c) Endeavor to keep the church in helpful relations with
community, state, national and international projects for the general
betterment of social conditions. d) Examine all special appeals for funds and make
distributions from their annual budget and income from the Hayes Memorial Fund. Section 8. Music
Committee The Music Committee shall have the following duties: a) Be responsible for and have supervision over the musical
program of the Church. b) Be responsible for the care and use of the musical
equipment and musical properties of the church. c) Appoint and dismiss all musical personnel with the
exception of the Youth Music Director. d) Be responsible for approving the content of music played
through the outdoor amplifier. e) Members shall not serve for more than three consecutive
years without an interruption of one year. Section 9. Publicity Committee The Publicity Committee shall be responsible for the
promotion and publicity of church activities through the outside media. Section 10. Christian Education Committee The Christian Education Committee shall have the following
duties: a) Be responsible for the Christian education program of the
church. b) Be responsible for and promote all young people's
religious and social activities of this church which are not under the
jurisdiction of any other committee. c) The Christian Education Committee shall consist of twelve
members with terms of office of three years, the terms of four members expiring
each year. No person shall serve for more than two consecutive full terms
without a one year absence. d) A youth committee with the duty of supervising all young
people's religious and social activities of this church shall be a standing
sub-committee of the Christian Education Committee. In addition to those members of the Christian Education Committee
serving on this sub-committee, it shall have on call youth workers to aid in
its program. e) The power to appoint and to dismiss the Christian
Education Director,the Youth Music
Director, and/or assistants and shall designate and supervise his/her or their
duties when such positions are authorized by the church. f) Assist the Finance Committee in preparing the annual
church budget by making salary recommendations to the Finance Committee for the
position of Christian Education Director, the Youth Music Director, and assistants. Section 11. Memorial Fund Committee The Memorial Fund Committee shall: a) Acknowledge and keep a record of all memorial gifts to
the Church. b) Maintain the registry of memorial gifts. c) Consult with the donor and the Church Beautiful Committee
or other appropriate committee on the purchase and placement of memorial gifts. d) Make recommendations to the Church Council as to the
disbursement of the memorial fund. Section 12. Church Beautiful Committee The Church Beautiful Committee shall have the following
duties: a) Give consideration to any proposed gifts or proposed
purchases in respect to church furnishings and decorations and accept such
gifts as are in good taste and harmony. b) Collaborate with the Property Committee on choice of decorations
and renovations. c) Make recommendations for consideration of the church or
Church Council on matters pertaining to this specific field. d) The chair of this committee shall be a member of the
Property Committee, ex-officio. Section 13. Church Life and Growth Committee The Church Life and Growth Committee shall: a) Maintain an awareness of church membership trends. b) Analyze apparent reasons for changes in membership
levels. c) Develop and recommend actions that can be taken by
committees, congregation, or staff to increase membership. d) Work with all committees to develop programs and plans to
promote church growth in each committee's area of responsibility. e) Monitor effectiveness of actions taken. Section 14. Auxiliary Organizations Nothing in these bylaws precludes the formation of auxiliary
organizations. These organizations may
be formed through action taken at a church annual, regular, or special meeting,
church council meeting, or through ad hoc efforts. Provision for representation of any auxiliary committee on the
church council is discussed under Article V. Church Administration, Section
1. Church Council, paragraph b). Presently existing auxiliary organizations include but are
not limited to the Chancel Guild (see also Article VI.3.d)jj)), the Fair
Committee, the Teaching Parish Committee, the Telephone Committee, the
Welcoming Committee (see also Article VI.3.d)ii)), and the Women’s Guild. ARTICLE
VII. MEETINGS Section l. Public
Service of Worship a) Public service of worship shall be held every Sunday in
this church except when this church is cooperating in a union service held in another church. b) Public services of worship may be held at such other
times as the Board of Deacons deems advisable. Section 2. Church Annual Meeting a. The church annual meeting shall be held during the month
of January, the hour and date to be set by vote of the Church Council. b) Notice of the church annual meeting shall be publicized
at least seven days prior to the date specified for the meeting by:
1. Posting the warrant at the main entrance to the Church building and, 2. By mailing a copy of the warrant to
all active and associate members at last known abode of said persons. c) Annual reports from all committees and organizations
shall be presented in writing. d) The officers and committees shall be elected. e) Any other business may be transacted which may legally
come before the meeting. Section 3. Church Special Business Meetings a) Church special business meetings shall be called by the
clerk (or in case of the clerk's absence, or refusal, or inability to act, by
any member of the church) upon the request of the moderator or, of the
minister, or any seven active or associate members. b) Notice of a church special business
meeting shall be publicized at least
seven days prior to any proposed meeting by: 1.
Posting the warrant at the main entrance to the church building and,
2.
Mailing a copy of the warrant to all active and associate members
at last known residence of said persons. Section 4. Parliamentary Procedure All church annual and special business meetings and Church
Council meetings shall be conducted in accordance with Robert's Rules of Order,
current edition, unless otherwise specifically excepted by these bylaws. Section 5. Quorum a) A quorum of fifty active members shall be required for
all church business meetings, except as provided in paragraph b. b) A two-thirds vote of members present and voting shall be
required to buy, sell, mortgage, or transfer real property or disburse bequests
or legacies, under which circumstances a quorum of seventy five active members
shall be required c) Unless otherwise specified, a majority vote of the
members present and voting shall be necessary to carry any motion. d) At any annual meeting of the church, or special meeting
of the church, or meeting of the Church Council, a majority of the members
present and voting may authorize the use of proxy voting at an annual meeting
of the church. The motion(s) authorizing the use of proxy voting at an annual
meeting is (are) to include a specification (in outline form) of the topics on
which proxy voting will be allowed. e) The Church Clerk will be directed to oversee the development,
distribution and return of proxy forms and to provide each recipient of a proxy
with the complete text of the motions to be voted upon. The Clerk will also
advise each recipient on how to return a proxy vote and be registered, without
disclosing (except to the Clerk) the identity of the voter. f) At any meeting where proxy voting is authorized the
quorum count when debating or voting on the issue(s) for which proxies are
authorized shall include each member present in person or by proxy. g) These
amendments to the bylaws (Article VII, Section 5., d), e), f), g) ) will expire
on January 31, 2002, unless a majority vote of the members present and voting
at an annual meeting, special meeting, or meeting of the Church Council
authorizes its extension. Section 6. Church
Fiscal Year The fiscal year of the church shall be from and including
the first day of January to and including the thirty-first day of December. ARTICLE
VIII. AMENDMENTS Section l. a) These by-laws may be amended at the church annual meeting
or, at any church special business meeting provided that notice is given that
an amendment is to be acted on at said meeting. b) Such action shall require a two-thirds vote of
"Active" members present and voting. c) These by-laws shall take effect and supersede all
previous by-laws, upon adoption. Constitution and first bylaws adopted 1902. Bylaws revised at various times. These bylaws incorporate changes through January 7, 2001. |