(ADOPTED June 20, 1999)

The revisions to these Bylaws are based on those Bylaws adopted by the Church on June 18, 1984 and amended in 1987, 1989, 1991, 1992, 1996, 1999, 5/22/2000, and 5/16/2001.

NAME

1.1 The name of this Church shall be "THE MYSTIC CONGREGATIONAL CHURCH, INCORPORATED."

PURPOSE

2.1 The purpose of this Church is to provide for the public worship of God and to fulfill the functions of a church as set forth in the following covenant accepted by all Members at the time they join and from time to time as a part of the service of worship:

"We are united in striving to know the will of God as taught in the Holy Scriptures, and in our purpose to walk in the ways of God, made known or to be made known to us. We hold it to be the mission of the Church of Christ to proclaim the gospel to all people, exalting the worship of God and working for the progress of knowledge, the promotion of justice, the reign of peace, and the unity of our human family. Depending as did our predecessors on the continued guidance of the Holy Spirit to lead us into all truth, we work and pray for the transformation of the world into the realm of God; and we look with faith for the triumph of righteousness and the life everlasting."

POLITY

3.1 This Church acknowledges Jesus Christ as its head, and places its temporal affairs in the hands of its Members as they shall act from time to time under His guidance.

It cherishes the bonds of fellowship which bind it to other churches in the United Church of Christ and acknowledges its commitment to and participation in those voluntary relationships with that body set forth in the Constitution and Bylaws of the United Church of Christ adopted July 4, 1961, in Philadelphia, as the same may from time to time be amended.

FAITH AND DOCTRINE

4.1 This Church acknowledges kinship with all who call themselves Christians, and affirms the right and obligation of all Christians to follow the dictates of their own conscience as they are guided by the Scriptures and by the Holy Spirit. This Church affirms the following Statement of Faith of the United Church of Christ:

"STATEMENT OF FAITH"

"We believe in God, the Eternal Spirit, Father of our Savior Jesus Christ and our God, and to your deeds we testify:

You call the worlds into being, create persons in your own image, and set before each one the ways of life and death.

You seek in holy love to save all people from aimlessness and sin.

You judge people and nations by your righteous will declared through prophets and apostles.

In Jesus Christ, the man of Nazareth, our crucified and risen Savior, you have come to us and shared our common lot, conquering sin and death and reconciling the world to yourself.

You bestow upon us your Holy Spirit, creating and renewing the Church of Jesus Christ, binding in covenant faithful people of all ages, tongues, and races.

You call us into your Church to accept the cost and joy of discipleship, to be your servants in the service of others, to proclaim the gospel to all the world and resist the powers of evil, to share in Christ's baptism and eat at His table, to join Him in His passion and victory.

You promise to all who trust you forgiveness of sins and fullness of grace, courage in the struggle for justice and peace, your presence in trial and rejoicing, and eternal life in your realm which has no end.

Blessing and honor, glory and power be unto you. Amen."

MEMBERSHIP

5.1 Membership in this church is open to all baptized Christians who shall accept the covenant of the Church and are received at a regular service of worship or on some other occasion approved by the Deacons.

5.2 There shall be the following classes of members:

a. Members are persons who participate in the Church's ongoing activities and who have been baptized in this or some other church, confess their faith in Jesus Christ and purpose to lead Christian lives or present letters of transfer from some other Christian church, and are accepted by vote of the Deacons.

b. Associate Members are persons who are members in good standing of other churches, who do not wish to give up those memberships, who wish to participate in the activities of this Church, and who are accepted by vote of the Deacons. Associate Members shall have all the rights and obligations of Members and shall hereinafter be referred to as Members.

c. Inactive Members are persons who, although wishing to retain their affiliation with the Church, do not wish to participate actively in the Church's ongoing activities. Members may be classified inactive upon their own request or by vote of the Deacons. In either case they may be restored to active classification upon their request and by vote of the Deacons. Inactive Members shall not be counted for the purpose of any quorum or voting requirements mentioned herein.

In the event that a person who is an Officer or a member of a Board or Committee is classified inactive a vacancy shall be deemed to exist in the position which such person occupied. Such vacancy may be filled by the Church Council pursuant to section 11.1.

5.3 Members are expected, to the best of their ability, to attend the regular services of worship, to contribute financially to the support of the Church and its missions, to participate in its life and work, and to practice Christianity in their daily lives thereby serving as ministers of this Church.

5.4 Any Member or Inactive Member desiring to leave this Church and join another is entitled to a letter of transfer.

5.5 Any Member or Inactive Member who desires to terminate membership without removal to another church may be allowed to do so.

WORSHIP MEETINGS

6.1 Meetings for worship shall be held each Sunday. The sacrament of the Lord's Supper shall be observed monthly. Baptism, confirmation and special services shall be held at such times as the Pastor(s) and the Deacons may designate.

GOVERNING BODY

7.1 The government of this Church is vested in its Members who exercise the right of control of all its affairs, subject, however, to the applicable laws of the State of Connecticut.

7.2 The Governing Body of this Church shall be the membership assembled in Church meeting. The vote of a majority of the Members present shall be the action of the Church, except as otherwise provided herein.

7.3 The following decisions shall be reserved exclusively to the Governing Body acting in accordance with Sections 7.1 and 7.2 of this Article:

a. The calling or dismissal of the Pastor and any Associate or Assistant Pastor(s).

b. Purchase, sale or mortgage of Church real estate.

c. Approval of the annual budget.

d. Election of the Church Officers and members of Church Committees at the annual meeting.

e. Amendment of the Church By-Laws in accordance with the provisions stated herein.

CHURCH MEETINGS

8.1 The Annual Meeting of the Church shall be held on Church premises during the month of May for the purpose of receiving and acting upon the reports of the Pastor, Officers and Committees; the election of Officers, Boards and Committees; and considering and acting upon such other business as shall have been set forth in the call of the meeting.

8.2 Special Church Meetings may be called by the Church Council upon its own initiative or upon petition to the Church Council, stating the purpose for the meeting, signed by not less than ten percent (10%) of the Members. Within three weeks of receipt of the petition, the Church Council shall instruct the Clerk to issue a call for a special meeting of the Church to be held on the Church premises within thirty (30) days thereafter.

8.3 Notice of the Annual or any Special Meeting of the Church shall be mailed by the Clerk to all Members not less than seven nor more than thirty days prior to the meeting. The meeting shall also be announced at the next previous worship service. The business to be transacted at such meetings shall be stated in the call.

8.4 A quorum at any Annual or Special Meeting of the Church shall consist of five percent of the Members.

8.5 The majority vote of the Members present at any Annual or Special Meeting of the Church shall decide all questions and elections, except as may otherwise be provided herein or by law.

8.6 The Moderator shall preside at Annual and Special Meetings of the Church. In the absence or disability of the Moderator, the Clerk shall call the meeting to order and the Members present at the Meeting shall elect a Moderator pro tempore.

OFFICERS

9.1 The Officers of the Church shall be a Pastor, a Moderator, a Clerk, a Treasurer, Assistant Treasurers, an Historian, and such other officers including one or more Associate or Assistant Pastors as the Church may determine. All Officers shall be Members of the Church.

9.2 The Pastor shall be an ordained minister with full and regular ministerial standing in the New London Association of the United Church of Christ. The Pastor shall have charge of the worship services of the Church and shall carry on a ministry of preaching, administration of the sacraments, pastoral care, and Christian leadership. The Pastor shall direct the day to day operations of the Church. The Pastor shall be an ex-officio member of all Boards and Committees and entitled to be present at any meeting of any Church sanctioned group except, if the Church so votes, meetings of the Church during the time when the Pastor's tenure or salary is under discussion or as stated in Section 10.20 concerning Executive Sessions.

When a vacancy in the office of Pastor occurs, the Church shall, upon nomination by the Nominating Committee and approval of the Church Council, elect a Search Committee of not less than 7 nor more than 12 members. Such Committee shall seek the advice of the Connecticut Conference of the United Church of Christ and shall conduct such search and consultation as it deems appropriate. It shall nominate a successor at a meeting of the Church called for the purpose of acting on such nomination. The New London Association of the United Church of Christ shall be invited to meet as a Council to install the Pastor. Retirement shall ordinarily occur in the year the incumbent reaches the age of 65. However, the term of office may be extended by the Church for one year, which may be repeated annually until the incumbent reaches age 70.

Any Pastor or Associate or Assistant Pastor shall be called for an indefinite term, at a meeting called for that purpose, by a two-thirds written ballot vote of the Members present and voting. Termination of a Pastor or Associate or Assistant Pastor may occur by a majority written ballot vote of the Members present and voting at a meeting called for that purpose.

In the exercise of the office the Pastor shall seek and cherish the advice and assistance of the Deacons, whose duty it shall be to consult with the Pastor to interpret the Pastor's special concerns to the congregation and to relay those of the congregation to the Pastor.

No Pastor shall undertake or have authority to commit the Church to any policy or course of action without the prior approval of the appropriate Church Board or Committee and the Church Council.

9.3 The Church may from time to time call one or more other ordained ministers or persons eligible to be ordained to serve with the Pastor as Associate or Assistant Pastor(s). The same policies for calling such ministers shall apply as are described above for the Pastor with the following exceptions:

a. The collegial relationship between such additional ordained minister or ministers and the Pastor shall be described in position descriptions approved by the Church Council.

b. When more than one ordained minister serves the Church members may call upon any of them for pastoral services such as counsel, marriages, or funerals.

9.4 The Moderator shall be a voting member of the Church Council and shall preside at all meetings of the Church and the Church Council. The Moderator shall prepare an agenda for meetings of the Church Council. The Moderator shall be elected by the Church at the Annual Meeting for a term of one year. After serving three consecutive terms, the Moderator shall be ineligible for re-election or re-appointment for one year.

9.5 The Clerk shall keep a faithful record of the proceedings of the Church and of the Church Council, of which the Clerk shall be a voting member and its secretary. The Clerk shall keep a register, with addresses, of all members of the Church, with dates and modes of their reception and removal. The Clerk shall keep a record of baptisms, marriages and deaths. The Clerk shall issue letters of transfer and notices of meetings, conduct correspondence and perform such other duties as usually pertain to the office of clerk or secretary of an assembly. The Clerk shall be elected by the Church at the Annual Meeting for a term of one year and be eligible for re-election.

9.6 The Treasurer shall have charge of the funds of the Church, receiving all monies, paying all bills, and keeping open and true accounts of all fiscal transactions of the Church under policies set by the Trustees with the approval of the Church Council. The Treasurer shall be elected by the Church at the Annual Meeting for a term of one year and be eligible for re-election. The Treasurer shall be a voting member of the Church Council and of the Trustees.

Unless otherwise specified by the Church in stated circumstances, the Treasurer shall be that officer authorized to execute contracts, agreements, notes, deeds and other instruments on behalf of and binding upon the Church. The Treasurer shall participate in the periodic audits required in Section 10.3.

9.7 The Assistant Treasurer(s) shall assist the Treasurer in the performance of duties, as determined by the Treasurer and the Board of Trustees. One of the Assistant Treasurers shall be designated a Financial Secretary and shall have as special functions the recording of all offerings and contributions and the keeping of pledge records. The Assistant Treasurer(s) shall be elected by the Church at the Annual Meeting for a term of one year and be eligible for re-election.

9.8 The Historian shall keep a faithful record of important events in the life of the Church, maintaining a scrapbook of newspaper clippings and a file of pictures taken at ordinations, installations, anniversary celebrations, building dedications, and other occasions, and either writing or causing to be written an account of the ongoing history of the Church. The Historian shall be elected by the Church at the Annual Meeting for a term of one year and be eligible for re-election.

BOARDS AND COMMITTEES

10.1 At the Annual Meeting the Church shall elect Boards and Committees, all of whose members shall be Members of the Church. The members of the following Boards and Committees shall be elected for terms of three years, and divided into three classes with the terms of one-third of the members to expire each year:

Board of Deacons

Board of Trustees

Nominating Committee

Stewardship Committee

Christian Mission Committee

Planned Giving and Endowment Committee

Adult Christian Education Committee

Children's Christian Education Committee

Music Committee

Youth Ministry Committee

No member of the above Committees shall be eligible for reappointment or re-election after having served two consecutive three-year terms until at least one year has expired after the conclusion of the second term. Each Board or Committee shall elect a Chairperson from among its number as soon as possible after the Annual Meeting, and shall notify the Clerk of such election.

10.2 The Board of Deacons (herein called "the Deacons") shall consist of six men and six women elected by the Church. The Deacons shall share with the Pastor responsibility for the spiritual life of the Church. They shall schedule regular services of worship and serve as or appoint ushers. They shall assist in the administration of the Lord's Supper and Baptism. They shall conduct a program of evangelism, reaching out to invite and welcome new members into the Church, and shall be concerned for the nurture and care of Members.

They shall advise and assist the Pastor(s) in the performance of their pastoral duties. The Deacons shall establish procedures for annual consultation with the Pastor(s) and shall assume primary responsibility in making recommendations to the Church Council regarding compensation, sabbatical leave or other professional matters. They shall have charge of the supply of the pulpit during the absence or disability of the Pastor or during any interim between pastorates.

Each Deacon whose term of office has expired shall be entitled for life to all privileges of an active Deacon, except that of voting.

10.3 The Board of Trustees (herein called "the Trustees") shall consist of the Treasurer and nine members elected by the Church. Under policies set by the Church, and except as otherwise herein provided, the Trustees shall have the care and custody of the property of the Church and have charge of its financial affairs. They shall establish procedures for the Treasurer's conduct of his office, rules and charges for the use of Church property, and, with the advice of the Pastor, implement the personnel policies for the office, bookkeeping and custodial staff. The Trustees shall have the authority to allocate funds from special purpose accounts for the purpose for which said accounts were established. The Trustees shall have no power to buy, sell, mortgage, lease or transfer property without specific authority given by a vote of the Church.

The Trustees shall annually prepare a proposed budget for the operating and capital needs of the Church and submit the same to the Church Council for consideration and comment before presentation to the Church at a Budget Meeting to be held within the first ten (10) days of January.

10.4 The Adult Christian Education Committee shall consist of nine members elected by the Church. It shall be responsible for the conduct of a program of broad Adult Christian Education.

10.5 The Children's Christian Education Committee shall consist of nine members elected by the Church. It shall appoint or dismiss, with Pastoral advice and the approval of the Church Council, a Director of Children's Education. It shall be responsible for the conduct of a program of broad Children's Christian Education.

10.6 The Youth Ministry Committee shall consist of six members (including two youth) elected by the Church. It shall support programs for young people from 6th through 12th grade that promote faith development, mission service, fun, and fellowship. These programs shall include Confirmation Class and Senior High Youth Group.

10.7 The Christian Mission Committee shall consist of nine members elected by the Church. It shall be responsible for informing the Church about opportunities for carrying out the mission of the Church in the community, state, nation, and throughout the world by offerings through the United Church of Christ and other agencies and by participation of the Church Members in programs to further the missionary cause. It shall be responsible for identifying appropriate local and national mission projects and for disbursing funds to the same. It shall establish policies for all special offerings. Any associated outreach committee may operate in relationship with the Christian Mission Committee.

10.8 The Stewardship Committee shall consist of nine members elected by the Church. This Committee shall conduct the annual stewardship campaign for funds to support the work of the Church both within the parish and beyond. It shall conduct campaigns to finance major capital needs of the Church. It shall regularly inform the Congregation about the meaning of Christian stewardship. The Committee shall communicate with the Church Council through the Board of Trustees.

10.9 The Music Committee shall consist of six members elected by the Church. This Committee shall promote the establishment and encouragement of a choir or choirs and provide for the care of the organ and all musical instruments, the purchase of music, and the provision of other equipment necessary for its program. It shall appoint or dismiss, with Pastoral advice and with the approval of the Church Council, an organist and choir director and such other professional musicians as the Church deems necessary.

10.10 The Anchor Committee shall consist of three members elected annually by the Church. This Committee shall prepare and distribute the news publication of the Church named "The Anchor." The Committee shall communicate with the Church Council through the Moderator.

10.11 The Flower Committee shall consist of a Chairperson elected annually by the Church and such others as the Chairperson shall appoint. This Committee shall attend to the floral decoration of the Church building for Sunday and special services. The Committee shall communicate with the Church Council through the Board of Deacons.

10.12 The Hospitality Committee shall consist of twelve members elected annually by the Church. This Committee shall organize and supervise refreshments at fellowship gatherings scheduled by the Deacons or Church Council. The Committee shall communicate with the Church Council through the Board of Deacons.

10.13 The Nominating Committee shall consist of nine members elected by the Church. This Committee shall make nominations from among the Members to fill all vacancies among the Officers, Boards, Committees and Delegates to be elected by the Church or appointed by the Church Council, and place them in nomination after obtaining the consent of the persons nominated. It shall also nominate search committees for any Pastoral vacancies, except any Interim Pastor position. The Committee shall communicate with the Church Council through the Moderator.

10.14 The Memorial Gifts Committee shall consist of the Pastor, the Treasurer, and the Chairpersons of the Trustees, the Deacons, and the Women's Fellowship. This Committee shall keep a list of items needed by the Church which would be appropriate memorial gifts. It shall record memorial gifts and shall specify uses of funds received as memorial gifts. It shall report its actions as needed, but not less than annually, to the Church Council. The Committee shall communicate with the Church Council through the Board of Trustees.

10.15 The Planned Giving and Endowment Committee shall consist of three elected members, plus one member each from the Board of Trustees and the Stewardship Committee. The Committee shall establish programs for acquainting members and friends of the Church with the methods for planned giving to the Church and encouraging them to use those methods to further the work of the Church through increased endowment. The Committee shall communicate with the Church Council through the Board of Trustees.

10.16 Delegates to the New London Association of Church and Ministers of the United Church of Christ and to the Annual Meeting of the Connecticut Conference of the United Church of Christ shall be elected according to the representation allowed by those organizations. Delegates shall be elected for a term of one year and be eligible for re-election. Delegates shall submit an annual report to the Church Council.

10.17 Auxiliary Organizations, having their own Bylaws, budget and operating in relationship with the Church e.g. the Women's Fellowship, may be created and recognized by the Church to further special purposes or interests. They shall be considered integral parts of the Church.

10.18 Special Committees may be appointed by the Church Council or the Church as needs arise. Upon the approval of the Church Council, Boards or Committees may appoint Special Committees to assist them in meeting their responsibilities. The Church Council shall annually review the need for continuation of any such Special Committee.

10.19 Ad hoc Committees may be appointed by the Moderator, the Church Council or the Church as needs arise. They shall be created for a single stated purpose, e.g. special studies, to assist in meeting responsibilities. They shall automatically be dissolved upon completion of their task.

10.20 A majority of members of any Board or Committee shall constitute a quorum, provided notice shall have been given to all members seven days before the meeting. Meetings may be called on shorter notice by the unanimous consent of a quorum present at the meeting provided a sincere effort to contact all Committee members has been made and at least two-thirds (2/3) of the Committee has been so notified. Any Board or Committee shall be entitled to call Executive Sessions when engaged in personnel performance evaluations or when formulating salary recommendations.

10.21 Any Committee or Auxiliary Organization wishing to receive funds from the Annual Budget shall submit an annual budget request to the Board of Trustees pursuant to a schedule set by the Trustees.

CHURCH COUNCIL

11.1 a. Policy and Planning.

The Church Council, between Church Meetings, shall be the primary policy-making body of the Church and shall coordinate all activities of the Church. It shall consult with the Pastor concerning the general direction of the Church's activities, the formulation of a well-rounded program, and long range plans. It shall designate delegates to inter-church organizations other than those elected by the Church. It shall meet at such times and places as it shall determine. It is authorized, within budgeted funds, to commission any studies, reports or plans, which it may deem necessary to plan properly for the future of the Church.

b. Appointments.

It shall act upon the recommendation of the Nominating Committee to fill vacancies in offices and on Boards or Committees between Annual Meetings. Said appointees shall serve until their successors have been elected, subject to the requirements of these Bylaws. It shall designate delegates to inter-church organizations other than those elected by the Church.

c. Personnel.

The Church Council shall approve all staff positions, job descriptions and personnel policies. It shall approve any employee contracts after receiving a financial review concerning the budgetary impact from the Board of Trustees. It shall have authority to hire or dismiss, with advice from the Pastor, all staff, unless otherwise provided for in these Bylaws. It shall perform annual evaluations of all unordained staff with recommendations and advice from the Pastor(s) and the appropriate Board(s) or Committee(s). After consultation with the Board of Trustees it shall set salaries and benefits of all unordained staff. It shall perform annual evaluations of the ordained staff with recommendations and advice from the Board of Deacons and any other Board, Committee or Auxiliary Organization and, in the case of any Associate or Assistant Pastor(s), with recommendation or advice from the Pastor. After consultation with the Board of Trustees, the Church Council shall set salaries and benefits of all ordained staff. It shall have authority to act on the resignation of any staff member or Officer of the Church.

d. Budget and Finance.

The Church Council shall consider and comment on the annual budget prepared by the Board of Trustees prior to its submission to the Church at the annual budget meeting. It shall approve all budgetary transfers. It shall have the authority and responsibility to accept or reject any gift, devise, bequest or other transfer to the Church.

11.2 Membership - The Church Council shall comprise the following members:

Pastor (ex-officio)

Associate or Assistant Pastor(s), if any, (ex-officio)

Moderator

Treasurer

Clerk

and the Chairperson of, or annually appointed member from, the following Boards, Committees, or Auxiliary Organizations:

Deacons

Trustees

Adult Christian Education

Children's Christian Education

Christian Mission

Music

Women's Fellowship

Youth Ministry

Under special circumstances with prior notice to the Moderator, a voting member of the Church Council unable to attend a meeting of the Council may appoint a substitute from that Committee to attend such meeting and to vote in such member's place.

11.3 The Moderator may request the attendance of any other Committee representative when an issue pertaining to that Committee is on the Church Council agenda. Other Committee representatives and any Member of the Church may attend and speak at any meeting of the Church Council.

11.4 The Church Council shall meet at such times and places as it shall determine. The date(s) of its meetings and proposed agenda shall be made known to the Members of the Church in advance.

FISCAL AND PROGRAM YEAR

12.1 The Fiscal Year of the Church shall be the period from January 1 to December 31. The Program Year of the Church shall be the period from June 1 to May 31. The terms of office for Officers, Boards and Committees elected at the Annual Meeting shall commence on June 1.

AMENDMENTS

13.1 These Bylaws may be amended by a two-thirds vote of the Members present and voting at any duly called Annual or Special Meeting of the Church at which a quorum is present, provided that the substance of the proposed amendment is printed once in the Anchor or otherwise circulated to the Members of the Church by mail, not less than seven days nor more than thirty days before such meeting.

TERMINATION

14.1 The Church and its property shall be forever devoted to religious purposes. No Officer, Member, or employee thereof shall receive any pecuniary profit from the Church except reasonable compensation for services in effecting one or more of its purposes. In the event of the dissolution of the Church, its property shall become vested in, and its functions as Trustee, if any, administered by the Missionary Society of Connecticut or its successor; or in the event this be impossible, by such church or other organization which is organized and operated exclusively for religious or charitable purposes which the membership of the Church shall designate at a meeting called before the said dissolution; or in the absence of such determination, as the Court having jurisdiction over the dissolution of the Church shall determine.