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 may belong from time to time.
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 Prior to a dissolution, it is hoped the remaining members will disburse the assets of the church to charitable organizations which reflect the mission of St Johns. 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. Any such assets not disposed of shall be disposed of by the Circuit Court in and for Duval County, Florida, as said Court shall determine.
The Church shall be governed by a Session composed of ruling elders, who shall be Members of the Church, and who are elected, ordained and installed through the nominating and election processes of the Church as set forth in the Bylaws, assisted by all installed pastors and associate pastors. All members of the Session are entitled to vote. The Pastor/Head of Staff shall be the moderator, and may delegate a designated moderator. If no moderator is delegated, the presbytery may delegate a moderator. The Session shall meet not less frequently
than quarterly. The Session shall oversee all Church budgeting and finances, appoint officers, establish such committees as it sees fit, and otherwise oversee the business of the Church. The Session shall see that the Word of God is preached and heard, that the Sacraments are rightly administered and received, and that Members are received and dismissed appropriately. The Session shall review the roll of Members at least annually and counsel those who have neglected the responsibilities of Membership. The Session shall provide programs of congregational care, education, and fellowship; as well as training, examining, ordaining, and installing those elected by the Congregation as ruling elders and deacons. The Session shall encourage the graces of generosity and faithful stewardship; manage, through the Board of Trustees, the physical property of the Church for the furtherance of its mission; direct the ministry of deacons, trustees, and all organizations of the Congregation; employ the administrative staff of the Congregation; participate in the mission of the Church; warn and bear witness against error in doctrine and immorality in practice within the Congregation and community; and serve in judicial matters in accordance with disciplinary proceedings involving pastors, Members, and employees of the Church.
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, shall be carried out and overseen by the Board of Trustees. The Trustees shall be Members of the Church, and who are elected, and installed through the nominating and election processes of the Church as set forth in the Bylaws, assisted by all installed pastors and associate pastors. The Trustees shall manage the corporate affairs of the organization, and the supervision of its property. Trustees shall be elected by the Members, consistent with the nominating process set forth in the Bylaws.
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. The Pastor/Head of Staff shall be chosen by the Members, subject to the provisions of the Bylaws.
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 communicant Members now in good standing, as well as those who may from time to time become communicant Members. The manner, form and requisites of application for admission as Members, shall be prescribed by the Bylaws of this organization.
5.2 Congregation. The Members 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 Session. The Bylaws may be amended from time to time in the same manner, provided that the proposed amendment is presented to the Session, and approved by the Session, in the manner consistent with the Bylaws.
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. 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.
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 day of ________, 2022.
Clerk of Session