We, the Rocky Mountain Conference of Seventh-day Adventists, Inc. (RMC) and the constituent Seventh-day Adventist Churches of the Denver metro area, realize that the needs of humanity are steadily increasing; and that disasters by storm, flood, fire, and war, together with suffering from disease, want of love, food and clothing, are becoming more and more prevalent. Therefore, we feel that it is our duty and responsibility to be prepared to help the needy and troubled however possible. The mission of Adventist Community Services Denver (The Lift) is: Helping people reach their fullest God-given potential.
The RMC and the constituent Seventh-day Adventist (SDA) Churches of the Denver-metro area, recognize that a combined community services outreach, established and supported by them, can more satisfactorily and efficiently meet these basic human needs in the Denver-metro area.
The name of the organization shall be, “The Seventh-day Adventist Community Services of Denver,” doing business as “The Lift” The Lift shall be governed by a Board of Trustees (BOT) established and organized as set forth in this Constitution and Bylaws.
The Lift is sponsored by the RMC and the Constituent SDA Churches of the Denver-metro area. A Constituent Church (hereafter referred to as a “Constituent Church”) is one that shall ratify this Constitution and Bylaws, as expanded by Article V, Sections A and B of this Constitution.
The location of The Lift shall be in the City and County of Denver, State of Colorado. The primary geographic service area of The Lift shall be the City and County of Denver; however, The Lift will serve individuals who come to its primary location regardless of where they live. The Lift also may offer time and/or project-limited services in other counties in the Denver-metro region, defined as Adams, Arapahoe, Boulder, Broomfield, Denver, Douglas and Jefferson Counties. The BOT may choose to modify The Lift location and or geographic coverage if deemed necessary and appropriate.
PURPOSE AND SCOPE OF WORK
A. Relationship of The Lift to each Constituent Church.
Each Constituent Church is encouraged to maintain its own community services program, or Local Community Services Program. Local Community Services Programs may operate as an adjunct to, and in cooperation with, The Lift. The Lift will provide an outlet for the disbursement of foods and other items provided by a Local Community Services Program of a Constituent Church, thereby more ably reaching the needy of the community with these goods. Each Constituent Church may find occasions when it can better serve individuals in need with whom it already has direct contact. This may be done from the church’s own resources and supplies or from those of The Lift. The leader of the Local Community Services Program and an administrator of The Lift shall develop a working arrangement to make this possible. The Lift and each Constituent Church are to maintain communications and inform each other as to needs, operating procedures and results of the work of each. The Constituent Church representative shall be responsible for such communications regarding its Local Community Services Program work; an administrator from The Lift shall be responsible for such communications to the Constituent Churches regarding its work. A part of the value of being a Constituent Church will be the ability to participate on The Lift’s BOT. A part of the value for The Lift is a commitment to financial and volunteer support from the Constituent Church.
B. Relationship of The Lift to other community organizations.
The Lift is designed to work in cooperation and collaboration with other local, regional and statewide public assistance agencies. With an emphasis in biblical encouragement, The Lift shall provide temporary material assistance to families and individuals by supplying food security and economic assistance, medical services, and disaster response services, as needed and appropriate.
C. Non-discrimination policy.
Recognizing its responsibility to the community, The Lift will endeavor to provide services to meet the physical, mental and spiritual needs of the most vulnerable residents in its service area. The Lift does not tolerate discrimination by its employees or volunteers based on any non-merit factor of any of the individuals who qualify for its programs and services, including: race, national origin, color, religion, sex, sexual orientation, gender identity, disability (physical or mental), age, status as a parent or genetic information.
A. Application for membership.
1. A Denver-metro area SDA church shall become a constituent member of The Lift upon application to the BOT Chair and Executive Director that includes written attestation of:
- Evidence of an affirmative vote by the Constituent Church at a business meeting of their willingness to accept responsibility for The Lift according to Articles- IV-A and V-B.
- A statement of ratification by the Constituent Church in business meeting of the Constitution and Bylaws of The Lift.
- The BOT of The Lift, after reviewing the application and evidence submitted, must vote to accept the new Constituent Church.
- The acceptance of an application of a new Constituent Church must be ratified by a final vote of the constituency at the next scheduled constituency meeting.
B. Benefits and Responsibilities of Constituent Churches.
1. The pastor or the Board of a Constituent Church shall designate a representative to serve on the BOT of The Lift as that Constituent Church’s representative.
2. Each Constituent Church shall have access to staff and services of The Lift to support its Local Community Services Programs. Such support may be in the form of education and training for church members, food and other items (for example, clothes or small household items), facilitating connections to other local service providers, and other support as jointly deemed appropriate by the Executive Director and church pastoral staff.
3. Each Constituent Church shall contribute financially to The Lift in an amount designated on the application and voted on by the Constituent Church’s Board. The financial support shall be an annual or monthly amount and the Constituent Church shall not provide less than the designated amount of financial support without explicit consultation with the Executive Director and BOT Chair of The Lift and a vote by the Constituent Church’s Board to change the designated amount. Because The Lift relies on financial contributions to plan its budget and services, Constituent Churches shall provide The Lift Executive Director and BOT Chair with at least 90 days advance notice of intent to change the designated financial support amount.
4. Each Constituent Church shall take a Church BOT action to either approve or disapprove corporate Constituent Church volunteer participation in The Lift programs or projects and shall inform and encourage individual member volunteer participation in The Lift programs and projects.
- Each Constituent Church shall support and participate in the work and activities of The Lift by providing personnel or volunteers, including a designated representative to the BOT.
C. Withdrawal of membership as a Constituent Church.
- A Constituent Church may withdraw its membership as a Constituent Church of The Lift after a vote in a church business meeting to withdraw its membership. It is recommended that the Chair or Vice-Chair of The Lift BOT be present for such a vote.
- A Constituent Church cannot withdraw its membership in The Lift until such time as the church has discharged any financial obligations it determined as part of its application, including any capital improvement obligations.
- A written notice of intent to withdraw must be presented to The Lift BOT Chair and Executive Director.
- Withdrawal shall become effective 30 days from receipt by the BOT of the written notice of withdrawal and discharge of any outstanding financial obligations previously assumed by the withdrawing Constituent Church. Withdrawal of a Constituent Church shall be ratified at the next scheduled constituency meeting.
ORGANIZATION AND MANAGEMENT
The principle divisions are the BOT and such sub-committees as the BOT shall deem necessary. Individuals from the community may serve on The Lift sub-committees without being members of the BOT.
- A. The BOT members.
1. Members of the BOT are subject to review and ratification at the next constituency meeting. BOT members shall include representatives of the following:
- The RMC ACS Director shall be a standing BOT member.
- A representative designated by the RMC, separate from the RMC ACS Director.
- From each Constituent Church, a representative appointed by the pastor or the church Board.
c. One representative elected by the BOT from a Denver-area SDA hospital or from any other SDA entity which financially supports The Lift and supports the goals and purposes of The Lift.
d. One representative elected by the BOT from an organization not related to the SDA denomination which financially supports The Lift or supports the goals and purposes of The Lift.
e. One representative elected by the BOT who represents The Lift clients and is a resident living in The Lift service coverage area.
2. Membership on the BOT shall in no event consist of more than 30 percent non-SDA individuals.
3. Quorum: In order to do business, a quorum shall consist of 50 percent of the current members of the BOT.
4. Time of election and term of office: The terms of the RMC ACS Director and the RMC representative do not expire. For all other BOT members, the term of service shall be for four years, unless re-appointed or re-elected for an additional four-year term. As much as possible, BOT member terms should be staggered to prevent complete turnover of the BOT at the same time and to allow a mix of new and experienced BOT members to work together.
5. Removal of BOT Members
a. Cause for Removal: A BOT member, other than the RMC ACS Director or may be removed by resignation. A BOT member may also be removed for any event that renders a member ineligible, such as engaging in conduct materially and seriously prejudicial to the purposes and interest of The Lift, failing to participate in The Lift activities, failure to attend three or more consecutive BOT meetings without prior notice or excused absence, and failure to financially support The Lift.
b. Procedure for Removal: If grounds appear to exist for the removal of a BOT member under this Constitution and Bylaws, the procedure set forth below shall be followed.
1) The BOT member shall be given 15 days’ prior written notice of the proposed removal and the reasons therefore. Notice shall be given by any method reasonably calculated to provide actual notice to the BOT member’s last address, telephone, facsimile number, or e-mail address shown on The Lift’s records.
2) The BOT member shall be given an opportunity to be heard by the BOT, either orally or in writing. A hearing shall be held, or the written statement considered by the BOT.
3) The BOT shall determine whether the BOT member shall be removed. The decision of the BOT shall be final.
6. Frequency of meetings: The BOT shall meet no less than nine times per year, as determined by the BOT or at the call of the BOT Chair.
7. Duties of the BOT: It is the responsibility of the BOT to govern, set policy and supervise the general work and function of The Lift as outlined in this Constitution and Bylaws. The responsibilities of the BOT shall include, but not be limited to the following:
a. Elect a Chair, Vice-Chair, Secretary, and Treasurer to serve as the Executive Committee of the BOT.
b. Receive and review reports from the administrative staff of The Lift, and BOT subcommittees, making\recommendations when necessary.
c. Act as liaison to church boards, conference boards, and church members.
d. Promote and publicize various activities of The Lift.
e. Support and actively participate in the planning and execution of The Lift events and programs and participate in special projects.
f. Commit to financially support The Lift through individual giving. The amount of financial support by a BOT member is subject to the discretion of each BOT member. There is no minimum amount required.
g. Set salaries for specific positions, subject to RMC HR review/approval/counsel, deciding which positions should have financial remuneration.
h. Approve the annual operating budget.
i. Support and participate in volunteer recruitment.
j. Appoint sub-committees, such as a Finance Sub-Committee, a Constitution and Bylaws Sub-Committee, Nominating Sub-Committee, a Fundraising Sub-Committee and such other sub-committees as the BOT may deem necessary, providing to such sub-committees the scope of responsibilities for such sub-committees and direction as necessary.
k. Appoint the Executive Director and other staff/administrators of The Lift.
l. Approve or remove members of the BOT pursuant to Article VI.A 1-5.
m. Approve or remove membership Constituent Churches and organizations pursuant to Article V A and C.
8. Officers of the BOT.
- General: The officers of the BOT shall be elected for a term of two years during a meeting sometime in the fourth quarter of the calendar year and shall take office in January of the following year. The officers shall consist of the Chair, Vice-Chair, Secretary, and Treasurer; any other officers whom the BOT may from time-to-time deem necessary, may be elected by the BOT or be appointed in a manner prescribed by the BOT. Should an officer position be vacated off-cycle, the BOT shall appoint a successor to fulfill the remaining term. The officers shall constitute the BOT Executive Committee.
- General Rules: All officers of The Lift BOT shall have such authority and shall perform such duties in the operation and management of The Lift as may be provided in the Constitution and Bylaws. Other duties may be determined by resolution of the BOT as long as the duties are consistent with the Constitution and Bylaws.
- Duties of the Officers.
1) Chair: The Chair shall preside at each BOT meeting. In the event he/she cannot be present, the Vice-Chair shall serve as Chair. The Chair shall acquaint himself/herself with the objectives, goals, and challenges of The Lift and guide the BOT in reaching the objectives.
2) Vice-Chair: The Vice-Chair shall work with the Chair, being ready to assume responsibilities in the absence of the Chair.
3) Secretary: The Secretary shall keep minutes of all actions taken by the BOT and ensure that they are communicated to the BOT members and The Lift staff as needed and appropriate within a reasonable time after the meeting and prior to the next BOT meeting.
4) Treasurer: The Treasurer shall work with the Executive Director to keep proper financial records, give receipts for money and pay the obligations incurred and authorized by the BOT. A financial report prepared by the Treasurer and Executive Director shall be presented to the BOT at all regularly-scheduled BOT meetings.
9. Administrative Staff.
- The administrative staff shall consist of the Executive Director and such other administrative and support staff members whom the BOT may from time-to-time deem necessary and approved by the BOT.
- Duties of the Executive Director.
1) The Executive Director shall be the chief executive officer of The Lift and shall have general supervision of all of the operations of The Lift, presenting at each meeting of the BOT a report of the operations of The Lift. The Executive Director shall report to and work under the general direction of the BOT and shall also bring such policy recommendations to the BOT as he/she may wish to recommend. A complete job description of the Executive Director can be found in the Policies and Procedures Book.
10. Community Advisory Groups.
The Lift BOT may establish community advisory groups for various areas of service, such as food bank, medical services, etc. Advisory groups serve in an advisory capacity only (having no control over the administration of such programs), providing ideas and raising concerns on issues important to the community served by the specific programs.
Sources of Income for Operations: The financial structure of The Lift is based on income from several sources:
A. Constituent Churches – Contributions of Constituent Churches are to be consistent with Article V.B-2 and C-3.
- RMC of Seventh-day Adventists – Annual appropriations as agreed to between the BOT and the RMC Executive Committee.
C. Earned Income and unrelated business income.
D. General donations from organizations or individuals.
E. Event Income.
G. Contracts for goods or services provided by The Lift to another organization or agency, as deemed appropriate by the Executive Director and approved through a vote of the BOT.
REVISIONS AND ADDITIONS TO THE CONSTITUTION AND BYLAWS
This Constitution and Bylaws shall become effective upon approval of the RMC Executive Committee and ratification by the current Constituent Churches.
A. Amendments or revisions to this Constitution and Bylaws may be recommended by:
1. RMC Executive Committee.
2. Any of the Constituent Churches.
3. The BOT.
4. The administrative staff of The Lift.
B. Amendments to be considered must be in the hands of all members of the BOT not less than five (5) business days prior to a duly called meeting of the BOT.
C. To become effective, any amendment must first be reviewed and approved by the BOT Executive Committee; next it must be reviewed and approved by the full BOT. Then it must be approved by the RMC Executive Committee; and finally it must be approved by a two-thirds vote of the delegates at the next scheduled constituency meeting or specially-called constituency meeting for such purpose, at which a quorum has been declared. Each of the approvals required above shall be evidenced in writing by such entities, confirming such approval and signed by an authorized officer or representative of such entities.
The Lift shall hold a constituency meeting every three years.
A. The purpose of such constituency meetings will be as follows:
1. Ratification of BOT membership.
2. Approval of amendments to the Constitution and Bylaws, if any.
3. Ratification of additions or deletions of Constituent Churches which occurred since the previous constituency meeting.
4. Approval of financial support amounts voted by each of Constituent Churches.
5. Approval of the audited financial statements for The Lift for fiscal years ending after the last constituency meeting.
6. Such other business as the BOT may deem necessary to be approved by the constituency of The Lift.
B. Delegates to the constituency meeting (those individuals entitled to vote on the business of The Lift at such meetings) will be as follows:
1. The RMC ACS Director.
2. The RMC representative.
3. The representatives on the BOT for each Constituent Church.
4. No more than one representative for each 200 members, or fraction thereof, of each Constituent Church.
C. A quorum necessary to conduct business at a constituency meeting shall be 40 percent of the total number of delegates to such constituency meeting.
D. If, for any reason, a constituency meeting does not take place as required in Section A above, the BOT as they currently constituted shall continue to function as set forth in this Constitution and Bylaws until such time as ratification is obtained in a duly called and noticed constituency meeting.
E. Notice of a constituency meeting shall be given to each Constituent Church and organization entitled to have delegates at such meeting at least 30 days prior to the date of the meeting and informing each Constituent Church and organization of the number of delegates entitled to vote at such meeting and enclosing the agenda and any supporting materials pertinent to such meeting.
DISSOLUTION OF THE LIFT
If The Lift fails to continue to function for a continuous period of 90 days without intent to resume operations in accordance with this Constitution and Bylaws, the use and control of all assets of The Lift which are owned by the RMC, shall revert to such entity and the responsibility for providing the community service functions of The Lift in a local area would fall on each Constituent Church as dictated by the board of each such Constituent Church. BYLAWS
Proper records shall be kept as may be determined by the BOT.
The Lift shall be open such days and hours as may be determined by the BOT and the Executive Director.
The policy regarding donations to The Lift shall be to inform donors that donations may be distributed at no charge to clients or sold to the public and proceeds used to further the programs of The Lift or disposed of if such items are deemed to be unusable, at the direction and discretion of the Executive Director and BOT.
In the event of a BOT vacancy in an elective office during a term of service, the BOT shall appoint a successor to complete the term of office.
The meetings of the BOT shall be run according to The General Conference Rules of Order or such other procedures as the BOT may establish from time to time in its discretion, subject to review by constituency/and/or sponsoring organizations.