OPENING BUSINESS Ruling Elder, Steve McSpadden, Moderator, called the meeting to order with prayer.

Transcription

1 72 Presbytery of Southern Kansas Stated Meeting August 8, 2017 CALL TO ORDER The Presbytery of Southern Kansas gathered at 9:30 a.m. on Tuesday, August 8, 2017, at Westminster Woods Camp, Fall River, KS. OPENING WORSHIP The worship service, was led by the Rev. Jeremiah Lange, Brian Wheeler, PSK Director of Camping Ministries, and members of the 2017 WMW camp staff. The offering received of $ will go to Westminster Woods PSK Camp Scholarships. OPENING BUSINESS Ruling Elder, Steve McSpadden, Moderator, called the meeting to order with prayer. The Moderator announced that if anyone had items for New Business those needed to be submitted to Stated Clerk by 12:30 p.m. to be considered for discussion during today s meeting. A quorum (The quorum of a Stated or Called (Special) Meeting of the Presbytery shall be ten percent of the eligible teaching elders and ruling elder commissioners provided that at least three teaching elders are present and three different churches are represented by duly elected ruling elder commissioners. (G ) (pp 11-12, Feb. 2013)) was declared present by the Stated Clerk, Rev. James Anderson with a minimum of six ruling elder commissioners from six different churches within the Presbytery of Southern Kansas in attendance and eight teaching elders (See Appendix A) Additional handouts for the meeting are available at the registration tables. Anyone wishing to speak on the floor during the meeting should come to the microphone, be recognized by the Moderator/Moderator Elect and identify themselves. All comments are to be directed to the Moderator/Moderator Elect. All motions must be submitted in writing to the Stated Clerk before the conclusion of the meeting. Robert s Rules of Order, the Book of Order, and the PSK Manual of Operations will be followed. SEATING OF CORRESPONDING MEMBERS James Gale, Synod of Mid America Landon Whitsitt, Synod of Mid America Edward Thompson, PC (USA) Board of Pensions Craig Waetke, West Jersey Presbytery Scott McGinnis San Fernando Presbytery A MOTION was presented to seat corresponding members. Moderator called for discussion. The motion was approved. INTRODUCTION OF FIRST TIME RULING ELDERS First time Ruling Elder Commissioners were introduced by their Pastors. APPOINTMENT OF TEMPORARY COMMITTEES Offering and Vouchers Committee Ken Coryell and Mary Knecht. WELCOMING to Westminster Woods Camp: Brian Wheeler, PSK Director of Camping Ministries welcomed the Presbytery to the camp.

2 73 Presbytery of Southern Kansas Stated Meeting August 8, 2017 CONSENT AGENDA: The Consent Agenda, including the docket, was presented for discussion. (Appendix B) MOTION to remove the May 8, 2017 minutes from the Consent Agenda for further discussion. Moderator called for discussion. Motion was approved. MOTION to approve the Consent Agenda was presented for discussion. Moderator called for discussion. Motion was approved. MOTION to amend the May 2017 minutes in the future by placing, in the November 2017 Presbytery minutes, the cash operating balance for March 31, 2017; June 30, 2017 and September 30, Moderator called for discussion. Motion was approved. Report of the PSK Transitional Executive Presbyter Mike Kuner Rev. Kuner offered his resignation to the Presbytery so he could return home to Topeka, KS due to family needs. (Appendix C) PSK Moderator, Steve McSpadden thanked Rev. Kuner for his service. Camping Committee Jeremiah Lange The following documents are offered for First Reading. Rev. Lange offered the following background information. In 2015 a Task Force was formed to investigate the future of Westminster Woods Camp (WMW) in relation to Presbytery of Southern Kansas (PSK). The Task Force held meeting with Brian Frick (G.A. Camp and Conference unit) as to what would be best for WMW and PSK that would relieve liability of PSK and open up additional funding options for WMW. Might the answer be that WMW become its own 501 (c) (3) The Task Force met all through 2016 with Brian Frick providing document from other organization that have been through process. That information was helpful. The Task Force was joined by the PSK Trustees and Presbytery Coordinating Team. The documents offered at today s meeting were designed with the help of local Wichita attorney, Ross Helwig. MOTION to review all three documents Articles of Incorporation of Westminster Woods Camp and Retreat Center, Inc.; Bylaws of Westminster Woods Camp and Retreat Center, Inc.; and Covenant Agreement. (Appendix D, E, F) Moderator called for discussion. Discussion of the Covenant Agreement. Suggestion of changes to the document. List all WMW reserve funds names and fund balances except the Scholarship Fund. Discussion of the By Laws. Suggestion of changes to the document. Need consistency in terminology. WMW is a not for profit and that term should be used in all three documents. The whole document should read he/she and never just one gender reference. Point 3.2 should read multiples of five Point 3.2 (service length) After such initial term all Directors shall serve three year terms. Should read may serve.

3 74 Presbytery of Southern Kansas Stated Meeting August 8, 2017 Discussion of the Articles of Incorporation. Suggestion of changes to the document. The spelling of PC(USA) should be consistent in all three documents. Having heard no further discussion, Moderator called for the vote. Motion was approved. MOTION to accept all three documents, Articles of Incorporation of Westminster Woods Camp and Retreat Center, Inc.; Bylaws of Westminster Woods Camp and Retreat Center, Inc.; and Covenant Agreement, with suggested changes, as First Reading. Moderator called for discussion. Motion was approved. Report from the Board of Pensions Edward Thompson There was a pension increase in July 2017 of 2% as wealth within the fund is shared. The employer medical insurance agreement should be disbursed to be completed around October 13 th. Retirement planning is being emphasized. Much information is on the BOP s website including forms you might need. Report from the Texas Presbytery Foundation Stefanie Marsden TPF has partners throughout the USA. TPF provides information on legacy and planned giving and provides investment management of funds. Laura Frazey offer prayer and the Presbytery broke for lunch. Church Orders Steve Wing For the Presbytery s Information CLP covenant between First Presbyterian Church, Coffeyville and Diane Massey approved. Deborah Hollifield contract for Interim/Transitional Pastor with First Presbyterian Church, Newton approved. Temporary Stated Supply Pastor agreement between Trinity Presbyterian Church and Rev. Hal Staats approved. Stated Supply agreement between First Presbyterian, Arkansas City, and Rev. Amy Baumgartner, Robert and Kathleen Ferris approved. For Presbytery Action Rev. Scott McGinnis shared his faith journey and his Statement of Faith. (Appendix G) Moderator opened the floor for questions of Rev. McGinnis. MOTION to cease the examination. Moderator called for discussion. Motion was approved. MOTION to allow one motion to be divided into two. Moderator called for discussion. Motion was approved.

4 75 Presbytery of Southern Kansas Stated Meeting August 8, 2017 MOTION to receive Rev. Scott McGinnis into the Presbytery of Southern Kansas. Moderator called for discussion. Motion was approved. MOTION to approve the Terms of Call for Rev. McGinnis. (Appendix H) Moderator called for discussion. Discussion ensued. MOTION to amend the motion on the floor. Discussion ensued. Motion was approved. AMENDED MOTION to refer the Terms of Call for Rev. McGinnis back to PSK Church Orders Committee for review as to compliance with Presbytery policy. Moderator called for discussion. Motion was approved. Installation date and Installation Commission for Rev. McGinnis are as follows: September 17, 2017 at 1:30 p.m. at the First Presbyterian Church, Newton. Installation Commission: Jeremiah Lange, Moderator, TE- Marion Presbyterian Church Don Owens, TE Mt. Vernon Presbyterian Church, Wichita Bob Wyman, TE, Honorably Retired Newton Bob Kirk, RE Grandview Presbyterian Church, Glendale, CA Greg McGehee RE First Presbyterian Church, Newton MOTION to approve the Installation time and date and Installation Commission members. Moderator called for discussion. Motion was approved. Rev. Craig Waetke shared his faith journey and his Statement of Faith. (Appendix I) Moderator opened the floor for questions of Rev. Waetke. MOTION to cease the examination. Moderator called for discussion. Motion was approved. MOTION to receive Rev. Craig Waetke into the Presbytery of Southern Kansas. Moderator called for discussion. Motion was approved. MOTION to approve the Terms of Call for Rev Waetke. (Appendix J) Moderator called for discussion. Motion was approved. MOTION to approve Installation date and Installation Commission at a later date. Moderator called for discussion. Motion was approved. MOTION to release Rev. Robyn Abel at First Presbyterian Church, El Dorado to Western Kentucky Presbytery (Franklin Presbyterian Church, Franklin, Kentucky).

5 76 Presbytery of Southern Kansas Stated Meeting August 8, 2017 Moderator called for discussion. Motion was approved. MOTION to approve the request of First Presbyterian Church, Larned, to reduce the Pastoral Position from full-time to half-time. Moderator called for discussion Motion was approved. MOTION to approve the August 6, 2017, Installation Commission for Rev. Melissa Krabbe to take place at United Presbyterian Church, Sterling, KS. 1. Jim Anderson, TE, Acting Moderator 2. Lara MacGregor, TE, First Lyons 3. Christian Dashiel, RE, United Sterling 4. Mary Knecht, RE, First Wichita 5. Dick Reynolds, TE, First McPherson Moderator called for discussion. Motion was approved. MOTION to dissolve, with thanks, the Installation Commission for Rev. Melissa Krabbe. Moderator called for discussion. Motion was approved. Brotherhood Administrative Commission Report Dick Reynolds Rev. Reynolds presented the Brotherhood Administrative Commission Report. (Appendix K) Recognition and Celebration of First Presbyterian Church, Neodesha Angela Madden With members of the FPC Neodesha present, Rev Madden led the audience in a liturgy celebrating the life of the First Presbyterian Church, Neodesha. (Appendix L) Stated Clerk Report Jim Anderson Rev. Anderson reminded the audience that the following dates have been set for Session Records Review: Saturday, August 12 th 10:30 12:30 FPC Larned Saturday, Sept. 16 th 10:30 12:30 Mt. Vernon, Wichita Tuesday, Oct 3 2:30 to completion FPC Coffeyville Governance Ministry Team Report Mark Miller This ministry team covers PSK finances and PSK personnel issues. The team continues to review financial reports and is beginning the 2018 budget process which will be presented at the November meeting of Presbytery. Personnel reviews have been completed except for Brian and Diane Wheeler which is due to a timing issue with camps occurring in July and August. Presbytery Coordinating Team has met and accepted Mike Kuner s resignation. MOTION to receive and file for audit the following financial reports: (Appendix M, N) PSK Income/Expenses Report as of June 2017 PSK Comparative Balance Sheet as of June 2017 Moderator called for discussion. Motion was approved.

6 77 Presbytery of Southern Kansas Stated Meeting August 8, 2017 Mission Partnership Skip Johnson Grant applications are still being accepted. Grants processed through 7/31/2017 have totaled $17, (Appendix O) Some of the reserve funds set aside for scholarships could be used to help with the Cuba Mission Trip in December. The goal of that trip is to establish partnerships with both the Presbytery and individual churches in Cuba. Nominating Committee Laura Frazey MOTION to elect Lara MacGregor to the Church Orders Ministry Team, Class of Moderator called for discussion. Motion was approved. Committee on Representation Mary Dusenbury Mrs. Dusenbury presented statistics for pertaining to PSK meeting attendance by Teaching Elder and churches. (Appendix P) Announcements: Healthy Boundaries Training is being held this Saturday, Aug 12, FPC Dodge City, KS. Required training for all Teaching Elders. 500 backpacks are being distributed to refugee students at FPC Wichita on Saturday, Aug 12, at FPC Wichita. Grant monies, donations (cash and supplies) and volunteers from PSK churches are greatly appreciated. This has become an ecumenical movement through participation from other faiths in Wichita. Dr. Rev. Leonard Sweet will speak Oct as part of the Durfee Lectures at FPC Wichita. The PSK Youth Council needs student and adult participates. Contact Rev. Joseph Wiseman at Covenant Presbyterian Church, Wichita. Report of Temporary Committees Offering of $ will go to Westminster Woods Camp for PSK Camp Scholarships. Vouchers totaled $ MOTION to pay the vouchers. Moderator called for discussion. Motion was approved. Financial Reports for Westminster Woods are available at the Registration Table. (Appendix Q, R) MOTION to adjourn. Moderator called for discussion. Motion was approved. The meeting closed in prayer. Next meeting of the Presbytery will be Tuesday, November 14, 2017 at First Presbyterian, Wichita

7 78 Presbytery of Southern Kansas Stated Meeting August 8, 2017 PSK Minutes APPENDIX A ATTENDANCE Roll of Teaching Elders Present Dixie Anders James Anderson Jay Ayers Tom Church Catherine Neelly Burton Anthony D Olio Dawn Flippin Laura Frazey Deborah Hollifield Skip Johnson Brent Johnston Sang Ouk Kang Mike Kuner Jeremiah Lange Kitty Lum Angela Madden Lara MacGregor Mark Miller Maureen Olson Ben Ray H. Dick Reynolds Tom Robson Debra Schmidt Scott Solether John Wilson Joe Wiseman Steve Wing Bob Wyman Roll of Teaching Elders Excused Nick Adams Keith Allison Charles Ayers Amy Baumgartner John Barnum Shirley Barnum Allen Beach Eugene Blake George Boone Jane Brigden Graham David Clipson Larry Cracraft Richard Daeschner Danny Daniel Joyce Daniel Robert Duncan John Enwright Larre Eschliman James Grant Gerald Hallberg John Haspels William Hastings Doug Kelly Christian Kettler Margaret Lacy William Long William McConnelee Bert McCormick Paul Mueller Don Owens Denise Pass Arlene Patrick Jesse Patrick Charles Ross Dennis Scheibmeir Loran Scott Jack Singer Hal Staats Judith Steele Tom Sutter Don Waite Steve Washburn Jim Wooten Roll of Teaching Elders Absent Melissa Ramos Ann Smith Geoffery Snook Jennifer Snook Seth Svaty Dawn Swartz PSK Inquirers and Candidates None in attendance. Commissioned Ruling Elders Diane Massey Corresponding Members James Gale Synod of Mid-America Landon Whitsitt Synod of Mid-America Edward Thompson-PCUSA Board of Pension Scott McGinnis San Fernando Presbytery Craig Waetke West Jersey Presbytery Other Ministers Eric Williams

8 79 Presbytery of Southern Kansas Stated Meeting August 8, 2017 PCT Members Roger Sackreiter Mary Dusenbury Ken Coryell (Trustee Rep.) Visitors There were 16 visitors present. Ruling Elder Commissioners Present Cambridge; Stacy Shields Derby; Nora & Ken Coryell El Dorado; David Sherrer Freeport; Mary Dusenbury Halstead; Steve Randall Lakin; Frankie Summers New Covenant; Marilyn Swearer, Bill Swearer Marion; Kelly Robson Newton; Susan Wyman, Bonnie Fey Pratt; Jan Luttrell Viola; Howard Means Wellington; Gloria Klima Wichita-Covenant; Jennifer Keim Wichita-First; David Miller, Mary Knecht, Peggy Church Wichita-Grace; Laurie Mulford, Judith Ney, Steven Hooper Wichita-Korean; Nam Choi Wichita-Westwood; Margie Prichard, James Janson Winfield; Don Bromlow, Steve McSpadden Yates Center; John Settle Ruling Elder Commissioners Absent Anthony-Hopewell Kingman Wichita-Bethel Arkansas City Kingsdown Wichita-Brotherhood Arlington Larned Wichita-Mt. Vernon Ashland Leoti Wichita-Southwest Caldwell Liberal Wichita-Trinity Chase Lyons Zenith Cherryvale Coffeyville McPherson Conway Springs Mayfield Dodge City Medicine Lodge Garden City Spearville Great Bend Sterling Harper Syracuse Haysville Tribune Holcomb Hutchinson-First Independence Jetmore Staff Members Present Brian Wheeler Director of Camping Ministries Diane Wheeler Assistant Director of Camping Ministries Rachel Furry Bookkeeper Jan Lane Administrative Assistant

9 80 Presbytery of Southern Kansas Stated Meeting August 8, 2017 PSK Minutes Appendix B Consent Agenda Presbytery of Southern Kansas Consent Agenda If you have questions about an item on this Consent Agenda, please contact the Moderator of that particular committee. Items may be removed from the Consent Agenda by contacting the PSK Moderator. (Note: Motions are highlighted in yellow) A. Stated Clerk Presbytery Meeting Minutes 1. MOTION: To approve the Presbytery meeting minutes for May 8, 2017, as found at 2. MOTION: Approve Docket for Presbytery Meeting Aug 8, 2017 See Consent Agenda Appendix (A) 3. MOTION: To approve the Presbytery meeting minutes for May 9, 2017, as found at 4. PSK Trustees Report MOTION: Approve the PSK Trustees Report See Consent Agenda Appendix (B) MOTION: Approve the sale of the FPC Kingman manse. See Consent Agenda Appendix ( C)

10 81 Presbytery of Southern Kansas Stated Meeting August 8, :30 a.m. Convene in Worship 10:30 a.m. Break Consent Agenda Appendix A Meeting of the Presbytery of Southern Kansas Westminster Woods Camp & Retreat Center August 8, :40 a.m. Opening Business Steve McSpadden Declaration of a Quorum Stated Clerk, Jim Anderson Seat Corresponding Members Introduction of First-time Elders Appointment of Temporary Committees Welcome from the host location Approval of the Consent Agenda including Docket 10:50 a.m. Mike Kuner PSK Transitional Executive 11:00 a.m. Camp Committee Report Jeremiah Lange Noon Lunch 1:00 p.m. Church Order Steve Wing Report and Examinations Recognition of First Presbyterian Church, Neodesha 1:45 p.m. Stated Clerk s Report Jim Anderson 1:50 p.m. Governance Mark Miller Financial Reports 2:00 p.m. Mission Partnership Skip Johnson 2:05 p.m. Nominating Laura Frazey 2:10 p.m. Committee on Representation Mary Dusenbury 2:20 p.m. Insurance Report 2:30 p.m. New Business and Announcements Steve McSpadden Temporary Committees Report 2:45 p.m. Adjourn with prayer to serve the Lord and share the Gospel

11 82 Presbytery of Southern Kansas Stated Meeting August 8, 2017 Consent Agenda Appendix B Presbytery of Southern Kansas Trustee Report to Presbytery Aug 8, 2017 Trustee meeting Roll of Members: Reverend Laura Frazey, Moderator, Sue Nispel, Mary Knecht and Ken Coryell; Also in attendance Reverend Mike Kuner, Transitional Executive Presbyter INFORMATION ITEMS FROM THE TRUSTEE ACTIVITIES: a. Calvary Presbyterian Church Session minutes have been shipped to the Presbyterian Historical Society. Calvary closed May 1, b. The sanctuary roof on the Calvary Presbyterian facility that is now leased to Iglesia Cristiana Rey de Reyes has been re-shingled. The missing soffit has been replaced and a contract has been let to re-roof the educational wing with funds coming from their lease payments, funds when the facility sells and Trustee Capital. c. Conway Springs Manse sale status ~ Manse was listed on Jun 23 rd. d. The copper tubes have been stolen from the Brotherhood Sanctuary air-conditioner units. The adjustor from the Insurance Board gave an estimate of $1,743 with a $1,000 deductible. The Presbytery pays the insurance for Brotherhood. The Trustees paid the bill using the $743 from the Insurance Board and funds from Trustee Capital account. e. One of the southern windows for the basement conference room was broken at the Presbytery Office. It will be replaced with funds from Trustee Capital. Ken Coryell Trustee Secretary Presbytery of Southern Kansas (316) or cell (316) FAX (775)

12 83 Presbytery of Southern Kansas Stated Meeting August 8, 2017 Consent Agenda Appendix C PSK Board of Trustees Sale of FPC Kingman Manse MOTION: The Presbytery of Southern Kansas Board of Trustees recommends that the Presbytery grant permission to the First Presbyterian Church, Kingman, to sell their manse. The Session and Congregation of First Presbyterian Church in Kingman has requested renewed permission regarding the sale of the church manse located at 300 N. Pine in Kingman. The legal description for the land is: N add Kingman, lot 22 & 24 on Ave E east section 32, township 27, Range 07W of Kingman, Kansas. The Session originally placed the manse on the market in June of 2015 after receiving permission from the Presbytery on May 12, 2015 with an asking price of $55,000 (minimum acceptable sale price of $45,000). After a lengthy period of time on the market and receiving no offers meeting the minimum sale price, the session chose to suspend the market listing to prayerfully consider other options for use of the property. The Session now requests permission to re-list the property with an asking price of $49,900 (as suggested by a local realtor) for a period of 60 days. If the manse has not sold at the expiration of the 60-day listing contract, the Session requests permission to proceed with the sale of the property at auction to the highest bidder. The Session and Congregation feel that it is no longer an act of faithful stewardship to prolong its ownership of the property, and they wish to release it to be a blessing to someone else in the community. We thank you in advance for your prayerful consideration. Ken Coryell Trustee Secretary Presbytery of Southern Kansas (316) or cell (316) FAX (775)

13 84 Presbytery of Southern Kansas Stated Meeting August 8, 2017 PSK Minutes Appendix C Resignation Letter Mike Kuner

14 85 Presbytery of Southern Kansas Stated Meeting August 8, 2017 PSK Minutes Appendix D Articles of Incorporation First Reading Articles of Incorporation of Westminster Woods Camp and Retreat Center, Inc. Presbytery of Southern Kansas, Presbyterian Church (U.S.A.), Inc., the undersigned incorporator, hereby forms and establishes a nonprofit nonstock corporation under the laws of thestate of Kansas. 1. Name. The name of the corporation is Westminster Woods Camp and Retreat Center, Inc. 2. Purpose. The purpose for which the corporation is formed is the establishment and maintenance of a center of religious worship, to advance the cause of Christian education in the central United States by providing leadership, programs, and facilities for camps and retreats, religious worship, recreation, and Bible study. The mission of the corporation is to be a Christian camp and retreat center dedicated to the glory of God by helping campers of all ages build and strengthen their relationship with Christ, and with each other, through time set aside for Christian education, prayer, worship, and play. This corporation is organized exclusively for religious, educational, and charitable purposes and not for pecuniary profit so as to qualify as an organization exempt from taxation under Section 501(c)(3) of the United States Internal Revenue Code, as amended, or the corresponding provisions of any future federal tax law (the Code ). 3. Registered Office. The address of its initial registered office is Barber Road, Fall River,Kansas The registered agent at this address is the corporation itself, Westminster Woods Camp and Retreat Center, Inc. 4. Nonstock. This corporation shall not have authority to issue any capital stock, and the conditions of membership shall be fixed by the bylaws of the corporation. 5. Bylaws. The Board of Directors is expressly authorized to adopt, amend, or repeal bylaws of the corporation. 6. Restrictions. The corporation shall be subject to the following restrictions: 6.1 The corporation shall not engage in any activity or pursue any purpose that would prevent this corporation from qualifying, and continuing to qualify, as a tax-exempt organization described in Section 501(c)(3) of the Code. 6.2 No part of the net earnings or assets of the corporation shall inure to the benefit of or be distributable to its directors or officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered, to reimburse directors and officers for actual reasonable expenses incurred in connection with the administration of the affairs of the corporation, and to make payments and contributions in furtherance of the purposes set forth in Article 2 hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation 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 these Articles, the corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income taxation under Section 501(c)(3) of the Code, or (ii) by a corporation to which contributions are deductible under Sections 170(c)(2), 2055, and 2522 of the Code. 7. Dissolution. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, transfer all remaining assets to Presbytery of Southern Kansas, Presbyterian Church (U.S.A.), Inc., or its successor, but only if such organization is exempt under Section 501(c)(3) of the Code. If such organization does not exist at the time of dissolution, or is not exempt under Section 501(c)(3)

15 86 Presbytery of Southern Kansas Stated Meeting August 8, 2017 of the Code, then the Board of Directors shall dispose of the remaining assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. 8. General Liability Insurance. The corporation may maintain general liability insurance in such amount as shall be determined by the Board of Directors, so as to enable volunteers of the corporation to come within the provisions of K.S.A Incorporator. The name and mailing address of the incorporator is: Presbytery of Southern Kansas, Presbyterian Church (U.S.A.), Inc., 3521W. 21st Street North,Wichita, Kansas [Remainder of page intentionally blank.] IN WITNESS WHEREOF, I have hereunto set my hand this day of, Presbytery of Southern Kansas, Presbyterian Church (U.S.A.), Inc. By: Moderator By: Chairperson, Trustees STATE OF KANSAS )) ss: COUNTY OF SEDGWICK ) This instrument was acknowledged before me on the day of, 2017, by, in his or her capacity as the Moderator of Presbytery of Southern Kansas, Presbyterian Church (U.S.A.), Inc.. NOTARY PUBLIC My appointment expires: STATE OF KANSAS )) ss: COUNTY OF SEDGWICK ) This instrument was acknowledged before me on the day of, 2017, by, in his or her capacity as the Chairperson, Trustees, of Presbytery of Southern Kansas, Presbyterian Church (U.S.A.), Inc.. NOTARY PUBLIC My appointment expires:

16 87 Presbytery of Southern Kansas Stated Meeting August 8, 2017 PSK Minutes Appendix E WMW By Laws First Reading Bylaws of Westminster Woods Camp and Retreat Center, Inc. 1. Name and Purpose 1.1 The name of this corporation shall be Westminster Woods Camp and Retreat Center, Inc. (the Corporation ). 1.2 The purpose for which the Corporation is formed is the establishment and maintenance of a center of religious worship, to advance the cause of Christian education in the central United States by providing leadership, programs, and facilities for camps and retreats, religious worship, recreation, and Bible study. The mission of the Corporation is to be a Christian camp and retreat center dedicated to the glory of God by helping campers of all ages build and strengthen their relationship with Christ, and with each other, through time set aside for Christian education, prayer, worship, and play. This Corporation is organized exclusively for religious, educational, and charitable purposes and not for pecuniary profit so as to qualify as an organization exempt from taxation under Section 501(c)(3) of the United States Internal Revenue Code, as amended, or the corresponding provisions of any future federal tax law (the Code ). 1.3 The Corporation is organized and is to operate as a nonprofit corporation, and it is intended that the Corporation will qualify at all times as an organization exempt from federal income tax under sections 501(a) and 501(c)(3) of the Code, and that it will qualify at all times as an organization to which deductible contributions may be made pursuant to sections 170(c)(2), 642, 2055 and 2522 of the Code. 1.4 The Corporation shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of the Board of Directors and of committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving names, addresses and telephone numbers of the Board of Directors. 1.5 These Bylaws shall become effective upon their approval by the initial Board of Directors of the Corporation. 2. Principal Office 2.1 Principal Office. The principal office of the Corporation is Barber Road, Fall River, Kansas Other Offices. The Corporation also may have offices at such other places, within or without the State of Kansas, as its business and activities may require, and as the Board (defined below) may, from time to time, designate. 2.3 Registered Office and Registered Agent. The Corporation shall maintain a registered office as required by statute, at which it shall maintain a registered agent. The registered office may, but need not, be identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors. The Corporation may also have offices and places of business at such other places within or without Kansas, as the Board of Directors may from time to time determine. The initial registered office of the Corporation shall be located at Barber Road, Fall River, Kansas and the name of the initial registered agent at such address iswestminster Woods Camp and Retreat Center, Inc. 3. Board of Directors 3.1 Management. This Corporation has vested the management of the business and affairs of the Corporation in its Board of Directors (the Board ) subject to the Kansas General Corporation Code, the Articles of Incorporation, these Bylaws, and any covenant agreement in effect. 3.2 Number, Election. The number of Directors shall be a minimum of fifteen (15), in

17 88 Presbytery of Southern Kansas Stated Meeting August 8, 2017 multiples of three as shall be fixed from time to time by resolution of the Directors. The original Board of Directors shall be appointed by Presbytery of Southern Kansas, Presbyterian Church (U.S.A.), Inc. All future Directors shall be selected and confirmed by the Board and in accordance with the covenant agreement, if any. One third of the initial Directors shall serve a one year term, one third shall serve a two year term, and one third shall serve a three year term. After such initial term all Directors shall serve three year terms. A Director may serve two consecutive three-year terms, or for initial Directors whose first term is one year or two years, two consecutive three-year terms plus their initial one or two year initial term. Any Director that reaches these term limits may again be a Director after one year of being off of the Board of Directors. 3.3 Vacancies. The Board will fill any vacancy on the Board and any Director position to be filled due to an increase in the number of Directors. A vacancy is filled by the affirmative vote of a majority of the remaining Directors, or if there is only a sole remaining Director, by that Director. A Director selected to fill a vacancy will serve for the unexpired term of his or her predecessor in office and will still be eligible for two additional consecutive terms if the partial term is one year or less. 3.4 Resignations. Any Director may resign at any time by delivering written notice to the Secretary or Chair of the Board. Such resignation shall take place upon receipt of or, if later, at the time specified in the notice. 3.5 Removal. Any Director may be removed with or without cause, at any time, by a majority of the Board at any meeting called for that purpose. Any Director under consideration of removal must be notified about the consideration by written notice at least five (5) days prior to the meeting at which the vote takes place. 3.6 Actions. The Board will try to act by consensus. However, if a consensus is not available, the vote of a majority of Directors present and voting at a meeting at which a quorum is present is enough to constitute the act of the Board, unless the act of a greater number is required by law or by some other provision of these Bylaws. A Director who is present at a meeting and abstains from a vote is considered to be present and voting with the majority for the purpose of determining the Board s decision. 3.7 Requirements. To be eligible to serve as a member of the Board of Directors, an individual must be an adult, interested in and willing to promote, support and advocate for the Corporation and its programs. A Director shall attend the annual meeting of the Corporation, shall make his or her best efforts to prepare for and attend all meetings of the Board of Directors, shall make an annual financial contribution to the Corporation, and shall actively participate in the life and work of the Corporation. 4. Staff 4.1 Officers of the Corporation. The Board shall elect the officers of the Corporation. The officers of the Corporation shall include the Executive Director and such other officers as the Board may elect from time to time. 4.2 Executive Director. The Executive Director shall serve as the chief executive officer of the Corporation and shall be responsible to the Board for the administration of the business affairs and assets of the Corporation and for the employment and supervision of all other employees of the Corporation. The Executive Director shall not be a member of the Board, but shall attend all meetings thereof and shall have the privilege of the floor, without vote. 4.3 Other Officers. The Board shall, upon the recommendation of the Executive Director, elect such other senior officers deemed essential for management of the Corporation and/or required by law. The Board in conjunction with the Executive Director shall determine the title, duties and compensation of such other senior officers.

18 89 Presbytery of Southern Kansas Stated Meeting August 8, Officers of the Board 5.1 Officers. The officers of the Board, elected by the Board from among its membership, shall be the Chair of the Board (the Chair ), Vice Chair, Secretary, and Treasurer. The Board may appoint such other officers as it deems necessary from time to time, which officers shall have such duties as the Board may prescribe to them. Officers shall be elected at the annual meeting of the Board and shall take office at the close of that meeting. Each officer shall be elected by a majority of the Board attending a meeting of the Board at which such election is held. 5.2 Chair. The Chair shall preside at all meetings of the Board and shall be an ex officio member of all committees of the Board. 5.3 Vice-Chair. The Vice Chair shall assume the duties of the Chair in his/her absence. 5.4 Secretary. The Secretary, or an assistant secretary that is appointed by the Chair, shall assure that all minutes of the Board meetings are maintained and shall have such other duties as shall be designated by the Executive Committee (defined below) or the Board from time to time. 5.5 Treasurer. The Treasurer shall oversee and supervise the financial affairs of the Corporation, and shall carry out and perform the responsibilities and duties incident to the office of treasurer. The Treasurer shall have the custody of the corporate funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Executive Committee and the Board of Directors, at their regular meetings, or when the Executive Director, Executive Committee, or Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. 5.6 Other Duties. These officers shall exercise such other duties as provided by law and as may be assigned to them by the Board. All officers shall continue to serve until their successors are duly elected. 5.7 Removal. Any officer may be removed from his/her position by a majority vote of the members of the Board attending any meeting called for that purpose. Any Officer under consideration of removal must be notified about the consideration by written notice at least five (5) days prior to the meeting at which the vote takes place. 6. Duties of the Board 6.1 Meetings. The Board shall meet a minimum of four times annually, including the annual meeting, and at other special times upon call of the Chair of the Board, who shall set the time and designate the place for such meetings. Notice of all meetings and the purpose of such meetings shall be given to all the Directors at least ten days prior to such meetings. 6.2 Governance. The Board is responsible for establishing the governing policies of the Corporation, electing the Executive Director and evaluating the performance of the Executive Director of the Corporation, electing other senior officers upon the recommendation of the Executive Director, and ensuring the appropriate stewardship of the buildings, facilities and financial resources of the Corporation and its success in achieving its stated mission. 6.3 Cooperation. The Board shall cooperate with agencies of the Presbyterian Church (U.S.A.) in carrying out its commission and function, including the making of such reports as may be requested from time to time to such agencies with which the

19 90 Presbytery of Southern Kansas Stated Meeting August 8, 2017 Corporation may have a covenant relationship. 6.4 Advisors; Delegation. The Board may select advisors and delegate duties and responsibilities to them, such as the full power to buy or otherwise acquire stocks, bonds, securities, and other investments on the Corporation s behalf, and to sell, transfer, or otherwise dispose of the Corporation s assets and properties at a time and for a consideration that the advisor deems appropriate. The Board has no liability for actions taken or omitted by the advisor if the Board acts in good faith and with ordinary care in selecting the advisor. The Board may remove or replace the advisor at any time and without any cause whatsoever. 6.5 Conflicts of Interest. Contracts or transactions between Directors or officers who have a financial interest in a matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the Director or officer is present at or participates in the meeting that authorizes the contract or transaction, or solely because the interested party s votes are counted for the purpose. However, every Director or officer with any personal interest in a contract or transaction must disclose all material facts concerning the contract or transaction, including all potential personal benefits and potential conflicts of interest, to the other members of the Board or committee of the Board authorizing the contract or transaction. The Director or Officer shall exempt him/herself from the vote. After disclosure of all material facts, the contract or transaction must be approved by a majority of the disinterested Directors or committee of the Board with the authority to authorize the contract or transaction acting in good faith and with ordinary care regardless of whether such disinterested majority constitutes a quorum; provided, that in the event the material facts are not disclosed, the contract or transaction shall be valid if the contract or transaction is fair to the Corporation when the contract or transaction is authorized, approved, or ratified by the Board or committee of the Board. Interested Directors or officers may be included in determining the presence of a quorum at a meeting of the Board or a committee of the Board that authorizes the contract or transaction. 7. Committees 7.1 Standing Committees. The Board shall establish such standing committees as it determines appropriate and necessary for regular review of the various divisions of the Corporation, for evaluating compliance with policies, for achievement of goals and objectives, and for recommending policies designed to further the mission of the Corporation. The standing committees, whose specific responsibilities shall be determined by the Board, shall also review recommendations of the Executive Director as they have been developed through the work of the other executives and the staff. The Chair, after consultation, shall appoint the chair and other members of each standing committee at or following the annual meeting of the Board. 7.2 Action/Special Committees. The Board may appoint action committees to undertake specific tasks authorized by the Board. Action committees shall have power to act only within the appropriate policy, program and delegation of the Board. They shall report and make recommendations for any changes in assignment or policy to the Board through the Executive Committee, or through the standing committee to which they are assigned. The Chair may, with the approval of the Executive Committee, create special committees as required for carrying out the responsibilities of the Board, with a careful indication of the assignment for such a committee, its duration and its reporting. 7.3 Non-Director Committee Members. Standing committees, action committees, or special committees may include people not on the Board, but shall always be chaired by a Board member and subject to Board review and control.

20 91 Presbytery of Southern Kansas Stated Meeting August 8, Executive Committee. The Board may create an Executive Committee consisting of the elected officers of the Board which is empowered to meet and act in consultation with the Executive Director between meetings of the Board, and to transact such business for the Board which requires immediate attention during the interval. The Board will be notified of any action taken by the Executive Committee on behalf of the Board between meetings of the Board. A majority of the members of the Executive Committee shall constitute a quorum. 7.5 Quorum. A majority of committee members constitutes a quorum for transacting business at any meeting of the committee. 7.6 Action. Committees will try to take action by consensus. However, if a consensus is not available, the vote of a majority of committee members present and voting at a meeting at which a quorum is present is enough to constitute the act of the committee unless the act of a greater number is required by statute or by some other provision ofthese Bylaws. A committee member who is present at a meeting and abstains from a vote is considered to be present and voting with the majority for the purpose of determining the act of the committee. 8. Meetings 8.1 Quorum of Board. A majority of the Directors shall constitute a quorum for the transaction of business except that two-thirds (2/3) of all Directors must vote affirmatively to authorize the sale of real property or to change or amend the Bylaws. 8.2 Required Meeting Notice. Notice of any meeting in which a sale of real property or change in the Bylaws is to be considered must include 10 days notice of such intended action. 8.3 Medium of Meetings. The Board and any committee of the Board may hold a meeting by telephone conference-call procedures, video conferencing, computer, or any other medium that allows all participants to hear each other. In such meetings, matters must be arranged in such a manner that all persons participating in the meeting can hear each other; the notice of a meeting by such means must state the fact that the meeting will be held by the specific means as well as all other matters required to be included in the notice; and a person s participating in a conference-call meeting or other meeting held by a medium permitted by these Bylaws constitutes his or her presence at the meeting. All requirements for meetings and action taken in meetings set forth in these Bylaws apply to any meeting held under this paragraph. 8.4 Voting. Votes of the Board or any committee may be taken at a meeting of the Board or applicable committee or by , fax, text messaging, or some other electronic means. This provision shall be broadly construed to include whatever electronic means technology provides for and shall not be limited solely to or similar communication. Such Board votes shall occur at the discretion of the Executive Director and the Chair and shall concern only matters deemed by the Executive Director and the Chair to be non-controversial. Such committee votes shall occur at the discretion of the committee Chair and shall concern only matters deemed by him/her as noncontroversial. Any Director may request that the vote occur by meeting by conference call instead of or other electronic voting. All Board electronic votes shall be sent only to the Secretary; committee electronic votes shall be sent only to the committee Chair. Electronic voting shall be completed within forty-eight (48) hours of the initial request for votes by the Chair and the results shall be reported promptly to either the Executive Committee or the Board or the voting committee. Electronic votes taken outside a meeting require a majority of the Board of Directors then in office for approval. Such votes will be reviewed at the next meeting.

21 92 Presbytery of Southern Kansas Stated Meeting August 8, Notice. Any notice required or permitted by these Bylaws to be given to a Director, officer, or member of a committee of the Corporation may be given by mail, , fax, or any other electronic medium or method reasonably likely to provide actual notice. If mailed, a notice is deemed delivered three (3) days following deposit in the mail addressed to the person at his or her address as it appears on the Corporation s records, with postage prepaid. If given by or fax, the notice is deemed delivered on the day it is provided if it is delivered prior to 5:00 p.m. Central time on a business day, or if not delivered prior to such time, then the notice shall be deemed delivered on the next business day. A person may change his or her address in the Corporation s records by giving written notice of the change to the Secretary of the Corporation. 8.6 Written Waiver. Whenever any notice is required by law or under the Articles of Incorporation or these Bylaws, a written waiver signed by the person entitled to receive such notice is considered the equivalent to giving the required notice. A waiver of notice is effective whether signed before or after the time stated in the notice being waived. 8.7 Waiver by Attendance. A person s attendance at a meeting constitutes waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. 8.8 Compensation. Directors may not receive compensation for their services as Directors. With the prior approval of the Executive Director or Chair of the Board, a Director may be reimbursed for reasonable and unusual expenses related to performance of Board duties. A Director may serve the Corporation in any other capacity and may receive reasonable compensation for specific, contracted services provided outside the scope of Board membership. A Director or a member of a Director s family may be employed by the Corporation if qualified and if the Director has no involvement in the hiring process or supervision of the employee. 8.9 ActionWithout a Meeting. Any action which may be taken at a meeting of the Board or a committee of the Board, may be taken without a meeting if a written consent, stating the action to be taken, is signed by the number of Directors or committee members necessary to take that action at a meeting at which all of the Directors or committee members are present and voting. The consent shall state the date of each Director s or committee member s signature. Prompt notice of the taking of any action by Directors or a committee without a meeting by less than unanimous written consent shall be given to each Director or committee member who did not consent in writing to the action. 9. Indemnification and Insurance 9.1 Mandatory Indemnification. To the extent permitted by law, the Corporation will indemnify a Director, officer, committee member, employee, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation. For the purposes of this article, an agent includes one who is or was serving at the Corporation s request as a Director, officer, partner, venturer, proprietor, partnership, joint venture, sole proprietorship, trust, employee-benefit plan, or other enterprise. 9.2 Pre-Conditions. Notwithstanding the indemnification pursuant to Section 9.1, the Corporation will indemnify a person only if he or she acted in good faith as determined by the Board or its designee and reasonably believed that his or her conduct was in the Corporation s best interests. In case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause as determined by the Board or its designee to believe that the conduct was unlawful. The Corporation will not indemnify a person who is found liable to the Corporation or is found liable to another on the basis