Amended and Restated Articles of Incorporation of St. Johns Presbyterian Church of Jacksonville, Inc.
NAME, HISTORY AND DENOMINATIONAL AFFILIATION
The name of this not-for-profit corporation is: St. Johns Presbyterian Church of Jacksonville, Inc., and its principal office is in the City of Jacksonville, Duval County, Florida. The corporation is referred to in these Articles as the “Church.”
1.1 History. The Church was originally formed June 16, 1929. The initial name of the Church was St. Johns Park Presbyterian Church of Jacksonville, Florida. The Church has been a denominational member of the Presbyterian Church in the United States, the Presbyterian Church (USA), and the Covenant Order of Evangelical Presbyterians (ECO).
1.2 Change of Denominational Affiliation. To change the denominational affiliation of the Church requires approval of the Session and the Congregation, as set forth herein. Upon initial motion for change of denominational affiliation to the Session, the Session shall spend at least 90 days in a season of communication, prayer and discernment. Thereafter, if the Session votes by a three-fourths majority to recommend the change of denominational affiliation to the Congregation, a Congregational Meeting shall be called with the sole purpose being the consideration of a change of denomination. That meeting shall be announced to the Congregation in no less than three Sunday services and via mail or email to all Covenant Partners (Members) informing them of the meeting, and the Session’s recommendation. For purposes of this provision, effective notice of the Congregational meeting may not be given on the date of the meeting. Approval shall require a quorum, and the vote of two-thirds of the Covenant Partners present at the meeting.
1.3 Title to Church Property.
The Church was a member of the Suwannee Presbytery (PCUS) at the time of the merger of the Presbyterian Church in the United States (PCUS) with the United Presbytery Church (UPC) to form the Presbyterian Church in the United States of America (PCUSA) in 1983. At that time, the Church held full and clear title to its property. Following the merger in 1983, all Churches were to come under a property trust clause which stated that all property was to be held in trust for the new denominational entity. The Church became a part of the PCUSA and a member of the Presbytery of St. Augustine following the merger. For numerous reasons, in 2016, the Church sought dismissal from PCUSA after a period of discernment and prayer. Our formal petition to leave the PCUSA was acknowledged by the Presbytery of St. Augustine in May of 2016. It took over 5 years to negotiate dismissal from the PCUSA and for the Church to once again hold clear title to its property. The Church was dismissed from PCUSA on December 31, 2021 in exchange for payment to the presbytery of the sum of two hundred and twenty-five thousand dollars ($225,000). Thereafter, the Church owned the same property it owned in 1983. This history should serve as a stern witness to future generations of Members of the Church. Should a change in denominational affiliation require that the Church become subject to a property trust clause, then for the denominational affiliation to be changed, it must be approved as set forth in Section 1.2 above, except that the Session vote to recommend approval must be unanimous, and the vote of the Congregation to approve the change must be by three- fourths margin.
ECCLESIASTICAL AND CHARITABLE PURPOSE
2.1 Theology and Governance. This organization shall be a Church, reformed in its theology, and governed consistent with the Bylaws and further polity and governing documents of the Presbyterian denomination to which the organization belongs.
2.2 Religious and Charitable Purpose. This organization was formed and organized for exclusively religious, charitable, and educational purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code (the “Code”).
2.3 No Private Inurement; No Lobbying. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, its Members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the
activities of the organization shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other purposes not permitted to be carried on (a) by an organization exempt from the federal income tax under section 501(c)(3) of the Code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Code.
2.4 Dissolution. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Code, or shall be distributed to the federal government, or to a state or local government, for public purpose. The organizations to receive such property, and their respective shares and interests, shall be determined by the Session.
The Church shall be governed by a Session composed of installed Pastor(s) and Elders. Elders shall be Covenant Partners of the Church, who are nominated, elected, ordained, and installed through the nominating and election processes of the Church as set forth in the Bylaws.
Consistent with direction provided by the Session, the officers of the Church shall operate the Church. The officers of the Church shall include the following:
4.1 Board of Trustees. The overall operations of the Church, and the supervision, care and upkeep of the physical plant, subject to oversight by the Session, shall be carried out and overseen by the Board of Trustees, assisted by the pastors and staff. The Board of Trustees shall be comprised of three Covenant Partners, who are nominated, elected, and installed according to the nominating and election processes set forth in the Bylaws. As more specifically set forth in the Bylaws, the Trustees shall manage the corporate affairs of the organization. The Board of Trustees acts as one, but they may delegate and assign tasks to individual Trustees from time to time.
4.2 Pastor/Head of Staff. The administrative and day-to-day operations of the Church shall be carried out and overseen by the Pastor/Head of Staff.
4.3 Clerk of Session. The Session shall appoint a Clerk of Session to record the minutes of Session meetings, and to serve generally as Secretary of the organization.
5.1 Membership. The Members of the Church are sometimes referred to as Covenant Partners, and shall be those Covenant Partners now in good standing, as well as those who may from time to time become Covenant Partners. The manner, form and requisites of application for admission as Covenant Partners, shall be prescribed by ECO Polity.
5.2 Congregation. The Covenant Partners of the Church are collectively referred to as the Congregation.
5.3 Meetings. The Congregation shall meet for annual or special meetings. The manner of announcing regular and special meetings, quorum requirements, and the matters appropriate for approval at such meetings, is set forth in the Bylaws.
Bylaws for the Church shall be approved by the Congregation at a Congregational Meeting. The Bylaws may be amended from time to time at a Congregational Meeting, provided that the proposed amendment is first presented to and approved by the Session.
AMENDMENT OF ARTICLES
An amendment to the Articles of Incorporation of this organization must first be proposed to the Session by any Member of the Church. The Session will determine whether the proposed amendment is of such merit that it should be proposed to the Congregation for approval, and may revise the proposed amendment as it deems appropriate. If the Session votes in favor of presenting the proposed amendment to be considered by the Congregation, the proposed amendment together with the Session’s recommendation concerning the proposal, shall be considered at a regular or special meeting of Congregation. Any amendment of these Articles of Incorporation which are approved by the Congregation shall be
certified as such by the then serving Clerk of Session, and submitted on behalf of the Church to the
Florida Division of Corporations. Amendment of any provision of these Articles which refers to a supermajority vote must be approved by the same supermajority vote of the Congregation.
IN WITNESS of the foregoing, and in certification that these Amended and Restated
Articles of Incorporation have been proposed by the Session, consistent with the requirements of previous Articles, Bylaws and Section 617.1002, Florida Statutes, the undersigned Clerk of Session has executed and certified these Amended and Restated Articles of Incorporation of St. Johns Presbyterian Church of Jacksonville, Inc. on the 14 day of March, 2023.
Clerk of Session