Join fellow members of Augustana and Santa Maria for a congregational meeting on Sunday, August 23rd, 2020, at approximately 11:30 am. We will be amending our constitution and bylaws, and ratifying and authorizing repairs to the sanctuary air conditioning system and organ.  The full notice and actions are listed below. Please plan to join this important meeting. 

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Instructions for Attending the Meeting by Telephone

Congregational Meeting Notice

NOTICE is hereby given that the Congregational Council of Augustana Evangelical Lutheran Church of Washington D.C. has called a Regular Meeting of the Congregation, to be held electronically via the Internet and Telephone as set forth above pursuant to Section 407 of the D.C. Coronavirus Support Congressional Review Emergency Amendment Act of 2020 (Act 23-328).

The Agenda for the Congregational Meeting is as follows, each as explained more fully below:

  1. To amend Augustana’s Constitution to authorize and allow electronic meetings of the Congregation to the fullest extent allowed by DC law;
  2. To amend Augustana’s Bylaws to authorize (but not require) indemnification of Council members, officers, employees, or other members of any committee of this Congregation, to the fullest extent allowed by DC law;
  3. To ratify the emergency expenditure of up to $65,000 for air conditioning work for the sanctuary;
  4. To authorize the expenditure of up to $80,000 for repairs to the sanctuary organ; and
  5. To consider any other matter that shall properly come before the Meeting.

Each of the items requires approval of a majority of the voting members present except as otherwise stated below.

Additional information on each of these is set forth below:

Action #1:

Amend the Constitution of Augustana Evangelical Lutheran Church of Washington D.C. to allow electronic congregational meetings by adding the following provision:
C10.08. This congregation may hold meetings by remote communication, including electronically and by telephone conference, as long as there is an opportunity for simultaneous aural communication. To the extent permitted by state law, notice of all meetings may be provided electronically.

Explanation:

  • This provision is a standard, permissible provision under the ELCA Model Constitution for Congregations. Accordingly, it can be approved at a single meeting of the Congregation.
  • When we last amended the Constitution, we did not anticipate that we would need the ability to meet electronically.
  • D.C. law normally allows a meeting to be held electronically only if authorized by the entity’s governing documents. However, a temporary law provides that during the pandemic a non-profit can hold an electronic meeting regardless of whether otherwise authorized to do so. Thus, we are able to hold the electronic meeting today to provide for future electronic meetings if needed.

Action #2:

Amend the Bylaws of Augustana Evangelical Lutheran Church of Washington D.C. to authorize indemnification of church personnel by adding the following provision:

B14.01 Indemnification: Augustana Evangelical Lutheran Church of Washington D.C. may, but shall not be obligated to, except as otherwise required under the Washington D.C. Nonprofit Corporation Act of 2010, as subsequently amended (the “Act”), indemnify each person who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (hereinafter a “proceeding”) by reason of the fact that such person is or was a member of the Congregation Council, officer, employee, or other member of any committee of this congregation (hereinafter an “indemnitee”), to the fullest extent allowed by the Act, including the payment or advancement of expenses, but only upon satisfaction of the procedures and standards set forth in the Act for such indemnification or advancement. The indemnification authorized under these Bylaws shall not be deemed exclusive of any other rights which an indemnitee may otherwise have including under any insurance obtained by or for Augustana Evangelical Lutheran Church of Washington D.C.

Explanation:

  • This provision addresses another oversight in our recent amendment of the Constitution and Bylaws. Currently, the Constitution say that the congregation may adopt provisions providing indemnification for each person who is sued or threatened to be sued on account of actions taken while a Council member, officer, employee, or other member of any committee of this congregation, but did not adopt any such provisions.
  • This provision only affirms that indemnification is available if authorized by the Council or congregation in a specific case based on procedures and standards of conduct set forth in D.C. law. It does not obligate the church in advance to provide such indemnification but allows for a case-by-case determination.
  • We are not aware of any actual or threatened lawsuits but believe it best to adopt this type of authorization on a “clear day” when no such threat is pending.
  • Approval of this bylaw amendment requires a two-thirds vote of members present and voting at the meeting.

Action #3:

Ratify the emergency expenditure of up to $65,000 for air conditioning work for the sanctuary.

Explanation:

  • The Church’s Constitution as approved at the 2020 Congregational Meeting provides that, in the event that an emergency arises which requires incurring expenses in excess of $10,000, the Council may authorize entering into contracts to remedy such emergency, provided that the Council notify the members within ten days of the contract and call for a special meeting of the Congregation to ratify the contract.
  • The Council determined that an emergency existed with respect to the lack of air conditioning in the Church sanctuary, due to the health concerns for persons in the sanctuary and the risk of further damage to the organ pipes from excessive heat in the sanctuary and accordingly authorized the Church to enter into an agreement providing for expenditures of up to $65,000 to replace the system that provides air conditioning for the sanctuary.
  • We are conducting a stewardship drive to raise funds to pay for the air conditioning work.

Action #4:

Authorize the expenditure of up to $80,000 for repairs to the sanctuary organ

Explanation:

  • Due to extreme heat in the sanctuary, some of the organ pipes have been and are at risk of further damage.
  • We have received pledges and contributions, including from Tom Mitts and Dudley Oakes, sufficient to pay for “must have” repairs to the organ, but are seeking additional contributions to maintain and improve the organ. That additional work will be authorized only to the extent that we receive contributions sufficient to pay for it.
  • We are seeking authorization from the congregation to spend up to $80,000 for repairs to the sanctuary organ, with the understanding that actual expenditures may be less based on the amount of contributions received.