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MINISTRY COVENANT of SALEM ENGLISH LUTHERAN CHURCH and LYNDALE UNITED CHURCH OF CHRIST

June 7, 2010


TABLE OF CONTENTS

ARTICLE I - PURPOSE; DEFINITIONS ....................... 1
1.1PURPOSE...............................................1

1.2DEFINITIONS...........................................1

ARTICLE II - OWNERSHIP OF THE MINISTRY CENTER............2

2.1 JOINT OWNERSHIP .....................................2

2.2 RESTRICTION ON TRANSFER OF INTEREST .................2

2.3 WITHDRAWAL OF CHURCH.................................2

2.4 ADDITION OF CHURCHES.................................................3

ARTICLE III - MINISTRY CENTER BOARD......................3

3.1 POWERS...............................................3

3.2 SPECIFIC POWERS .....................................3

3.3 NUMBER OF BOARD MEMBERS, QUALIFICATIONS..............4

3.4 TERM; REMOVAL........................................5

3.5 PLACE OF MEETINGS ...................................5

3.6 REGULAR MEETINGS ....................................5

3.7 SPECIAL MEETINGS ....................................5

3.8 QUORUM AND VOTING REQUIREMENTS.......................5

3.9 PARTICIPATION BY ELECTRONIC COMMUNICATIONS...........5

3.10 COMMITTEES..........................................6

ARTICLE IV – MINISTRY CENTER BOARD OFFICERS .............6

4.1 NUMBER AND DESIGNATION ..............................6

4.2 CO-CHAIRS........................................... 6

4.3 SECRETARY ...........................................7

4.4 TREASURER ...........................................7

4.5 AUTHORITY AND DUTIES.................................7

4.6 TERM.....................................................7

ARTICLE V - JOINT MEETINGS OF THE CONGREGATIONS..........8

5.1 PURPOSES ............................................8

5.2 VOTING ..............................................8

5.3 PLACE OF MEETINGS ...................................8

5.4 ANNUAL AND OTHER REGULAR MEETINGS....................8

5.5 SPECIAL MEETINGS ....................................8

5.6 ADJOURNMENTS ........................................8

5.7 NOTICE OF MEETINGS ..................................8

5.8 QUORUM ..............................................9

ARTICLE VI - FINANCIAL MATTERS...........................9

6.1 BUDGETS..............................................9

6.2 CAPITAL .............................................9

6.3 OPERATING COSTS .....................................9

6.4 BANK ACCOUNT........................................10

6.5 LIQUIDATING DISTRIBUTIONS ..........................10

6.6 ACCOUNTING DECISIONS................................10

ARTICLE VII - POWERS RESERVED TO CHURCHES AND CONGREGATIONS...........................................10

7.1 MATTERS RESERVED TO EACH CHURCH.....................10

7.2 POWERS RESERVED TO THE CONGREGATIONS................10

ARTICLE VIII - DISPUTE RESOLUTION ......................11

8.1 ISSUES REGARDING BUILDING USE.......................11

8.2 ISSUES BETWEEN THE CHURCHES ........................11

8.3 ISSUES BETWEEN THE PASTORS .........................11

ARTICLE IX - INDEMNIFICATION............................11

9.1 INDEMNIFICATION ....................................11

ARTICLE X - MISCELLANEOUS; AMENDMENTS ..................11

10.1 EXECUTION OF INSTRUMENTS ..........................11

10.2 CONSTRUCTION ......................................11

10.3 AMENDMENTS ........................................12

SIGNATURE PAGE ………………………………………………………….………………….……........12

SCHEDULE A -STANDING COMMITTEES.........................13



MINISTRY COVENANT of

Salem English Lutheran Church and Lyndale United Church of Christ

June 7, 2010

ARTICLE I
PURPOSE; DEFINITIONS

1.1 Purpose. Salem English Lutheran Church (“Salem”) and Lyndale Congregational
United Church of Christ (“Lyndale”) propose to jointly develop, own and operate a Christian Ministry Center, as defined in this Covenant so that together the Churches can pursue:

* living faithfully, stewarding wisely the financial resources of our congregations, the earth's resources, and our ministry for the common good.

* building a ministry that values the diversity within our congregations, community and denominations.

* creating a ministry that uplifts our mutual call, while not compromising convictions, our unique history and identity, our particular ways of worship, membership, and use of the sacraments.

The purpose of this Ministry Covenant is to establish the agreement between Salem and Lyndale regarding the relationship between the Churches and the acquisition, maintenance and operations of the Ministry Center.

1.2 Definitions. The following terms used in this Agreement will have the following meanings:
“Board Members” mean members of the Ministry Center Board.
“Church” means Salem or Lyndale, as a corporate entity.
“Churches” means Salem and Lyndale, as corporate entities
“Congregation” refers to the individual members of each Church.
“Joint Meeting of the Congregations” means a joint meeting (duly called, in accordance with each Church’s constitution and bylaws) of the individual members of both Churches, as
long as enough members of each Church are present to constitute a quorum under such Church’s constitution and bylaws.

“Governing Council(s)” – means the governing council of Lyndale or the governing Council of Salem, or both of them.

“Ministry Center” means the original portion of Salem’s Church building located at 28th Street and Garfield Avenue South, as renovated to provide a place for worship and ministry for both Churches.

“Ministry Center Board” or “Board” means the board established under this Covenant to have responsibility for the maintenance, operation and management of the Ministry Center.


ARTICLE II
OWNERSHIP OF THE MINISTRY CENTER


2.1 Joint Ownership. The Churches have each contributed, or will each contribute, 50% of the cost of developing the Ministry Center. The Churches will each own one half of the Ministry Center as tenants-in-common and will each own one half of any personal property brought to the covenant or acquired jointly. However, personal property, such as the concert grand piano, the baby grand piano and the Möeller organ, or artifacts that uniquely identify an individual Church’s history, identity, particular way of worship, membership, or celebrations of the sacraments, shall remain the property of the individual Churches.

2.2 Restriction on Transfer of Interest. Neither Church may sell, assign, convey, pledge, use as security for a loan, mortgage, or otherwise transfer its interest in the Ministry Center without the approval of the other Church. If one Church does any of these things without the consent of the other Church, a court may undo the action, rather than just awarding damages to the non-defaulting Church.

Notwithstanding the foregoing, in connection with the dissolution of either Church, its interest may be assigned, without the consent of the other Church, to the Minneapolis Synod of the ELCA (the “Synod”), in the case of Salem, and to the Minnesota Conference of the United Church of Christ (the “Conference”), in the case of Lyndale. The Synod and the Conference, as successors in interest to Salem or Lyndale, will be subject to the provisions of section 2.3.

2.3 Withdrawal of Church. If either Church outgrows, closes or is otherwise unable to meet its financial obligations with respect to the Ministry Center pursuant to this Covenant, then:
(a) The other Church shall have an option to acquire the withdrawing Church’s interest in the Ministry Center for an amount equal to 1/2 of the value of the Ministry Center. Value may be determined by appraisal. The appraiser may be jointly selected by the Governing Councils, or at the option of either Governing Council, each Church may designate an appraiser, and request that the two appraisers select a third independent appraiser to perform the appraisal.
(b) The non-withdrawing Church shall have sixty (60) days after value has been established to elect to exercise its option to acquire the withdrawing Church's interest in the
Ministry Center, and one hundred twenty (120) days after value has been established to obtain any financing needed to fund the acquisition. In the event that the non-withdrawing Church chooses not to acquire the interest of the withdrawing Church, then the Churches will
work together to find an acceptable replacement member.
(c) In the event that an acceptable replacement member is not agreed to, then the non-withdrawing Church may continue to use the Ministry Center and the Churches, with the
assistance of the Bishop of the Minneapolis Synod and the Conference Minister of the Minnesota Conference, if appropriate, will negotiate the terms of an arrangement for the non-withdrawing Church to acquire the interest of the withdrawing church for fair value over a period acceptable to both Churches.


2.4 Addition of Churches. Decisions whether to convey a portion of each Church’s interest in the Ministry Center to provide for part-ownership by an additional church will initially be considered by the Ministry Center Board (either at the proposal of a Governing Council or on its
own initiative) which will make a recommendation to the Governing Councils. If the Governing Councils recommend such a conveyance to the Congregations, the proposal will be presented for discussion at a Joint Meeting of the Congregations. Any such conveyance must be approved
(whether at the Joint Meeting of the Congregations or at a subsequent meeting of a Congregation) by each Church in the manner required by its constitution. In the event an additional church is added as an owner, this Covenant will be amended as necessary.


ARTICLE III
MINISTRY CENTER BOARD


3.1 Powers. Except as otherwise provided herein, and except as to matters expressly reserved to the Churches and Congregations, decisions regarding the management, operation, maintenance and improvement of the Ministry Center will be made by the Ministry Center Board, provided,
however, that all actions and deliberations of the Ministry Center Board are subject to revision by agreement of the Churches, acting pursuant to their respectiveconstitutions.

3.2 Specific Powers. Without limiting the general powers of the Ministry Center Board described above, the Ministry Center Board will have the following specific powers:
Subdivision 1. Use of Ministry Center. The Board will establish guidelines for the use of the Ministry Center by the Churches, including a system for determining the use by
each Church of specific spaces at specific times. The Board shall also establish rules for the use of the Ministry Center by third parties. The Board will be ultimately responsible for decisions regarding specific uses of the Ministry Center, but may delegate such responsibilities to the Building Committee, Church Administrator(s) or Pastors.

Subd. 2. Budgets. The Board will prepare annual budgets for the Ministry Center as provided in Section 6.1.

Subd. 3. Maintenance, Repair and Improvements. The Board will be responsible for the maintenance, repair and improvement of the Ministry Center. The Co-Chairs are
authorized to execute, each on behalf of his or her own Church, contracts regarding the operation (not including employment contracts), and maintenance of the Ministry Center in budgeted amounts up to $15,000 per Church. Expenditures exceeding the budget shall be recommended by the Board to the respective Governing Councils, and approved on behalf of each Church pursuant to its procedures, constitution and governing documents.

Neither Church may individually make improvements to the Ministry Center without the recommendation of the Board to the Governing Councils, the Recommendation of the Governing Council to the Congregations for their consideration, and the approval of both Churches, as required by their respective constitutions and governing documents.

Subd. 4. Extraordinary Expenses, Budget Amendments. The Board will submit for
approval by the Governing Councils proposed unbudgeted expenditures or amendments to the budget that will cause total expenditures to exceed the total budgeted expenditures for the calendar year. The Governing Councils, following consideration of such expenditures subject to procedures and requirements of their respective constitutions and governing documents, may authorize the Board to make such unbudgeted expenditures and approve any budget amendments.

Subd. 5. Personnel. The Board will have oversight of personnel engaged to serve both Churches (which may include, without limitation, Christian education staff, a secretary, administrator, custodian and maintenance staff), including decisions regarding terms of employment, hiring and termination of employment. Such personnel may be employees of one Church or of both Churches, however in either case, the Churches will pay the cost of
such employees jointly. Costs will be divided between the Churches on a 50-50 basis, or such other basis that the Board determines is fair. (For example, the Board may choose to charge overtime for any employee to the Church that requested the services requiring the overtime.)

Employment agreements for joint personnel must be executed by the officers of the Church designated as the employer which are authorized to execute such contracts on behalf of such Church.

Subd. 6. Borrowing. The Board will not have authority to borrow money. Decisions regarding the source of funds to pay expenses of the Ministry Center will be made by the
respective Governing Councils in accordance with their Church’s respective constitutions and governing documents, however any pledge, mortgage or lien of a Church’s interest in the Ministry Center is subject to the restrictions in section 2.2 above.

Subd. 7. Shared Ministry. The Board will oversee any ministries shared between the Congregations, with the ultimate oversight resting with the Governing Councils. These ministries may include, but not be limited to, Christian Education, Youth Ministry, shared work for justice, and other endeavors that enrich our life together.

3.3 Number of Board Members, Qualifications. The Ministry Center Board will be comprised of ten (10) Board Members. Each Church will appoint four (4) Board Members with full voting powers. At least two of such appointees shall be officers of their respective Governing Councils, and the other two may be from the respective Governing Councils or from the respective Congregations. In addition, one Pastor of each Church will serve as Board Members, but each will have voting powers only at such time as he or she is counted toward a quorum of the Ministry Center Board as provided below.


3.4 Term. Subdivision 1. Board Members shall serve for at least a one-year term, or until replaced by the appointing Church. Maximum term on the board is six (6) years. Each Board Member’s term will continue until the Secretary has been notified of a successor appointee or the board member has reached the end of his or her term limit.

Subd. 2. A Board Member may resign at any time by giving written notice to the Ministry Center Board and his or her respective Governing Council.

Subd. 3. Vacancies on the Ministry Center Board resulting from the death, resignation, removal or disqualification of a Board Member will be filled by the Church that appointed
the Board Member who died, resigned, was removed or became disqualified.

Subd. 4. The Board may recommend to either Governing Council the removal of a Board Member for cause (which may include missing more than 3 meetings per year), in which
case such Governing Council will appoint a successor board member.

3.5 Place of Meetings. Each meeting of the Ministry Center Board will be held at the Ministry Center or at such other place as may be designated from time to time by a majority of the Board Members or by the Co-Chairs.

3.6 Regular Meetings. Regular monthly meetings of the Ministry Center Board will be held in accordance with a schedule established from time to time by the Board. No notice is required to be given for regular meetings.

3.7 Special Meetings. Special meetings of the Ministry Center Board may be called by either Co-Chair or by any two (2) Board Members. The Secretary will provide each Board
Member with notice of the date, time and place of any special meeting of the Ministry Center Board at least three (3) days before the meeting, provided that notice may be shorter for meetings called to address emergency situations.

3.8 Quorum and Voting Requirements. The presence of six (6) or more Board Members, including at least three Board Members appointed by each Church, will constitute a quorum for the transaction of the business of the Board. An affirmative vote of at least five (5) Board Members (if no more than a quorum is present) or six (6) Board Members (if seven (7) or eight (8) voting Board Members are present) at any meeting at which a quorum is present will constitute an approved action of the Ministry Center Board. The Pastor from either Church may be counted toward a quorum if the required number of Board Members from such Church
is not otherwise present, and in such case, the Pastor will have voting rights during such meeting.

3.9 Participation by Electronic Communications. A Board Member may participate in a Board meeting by any means of communication through which the Board Member, other Board
Members so participating and all Board Members physically present at the meeting may simultaneously hear each other during the meeting. A Board Member so participating will be
deemed present in person at the meeting.

3.10 Committees. The standing committees described on Schedule A attached hereto will becreated and committee members will be appointed as provided in Schedule A. In addition, theMinistry Center Board may create ad hoc committees and appoint Board Members or other persons to serve on any such committees. Each ad hoc committee must have two (2) or more church members who serve at the pleasure of the Ministry Center Board for the term
determined by the Ministry Center Board. Each ad hoc committee may exercise the specific authority which the Ministry Center Board confers upon the committee in the resolution creating the committee.


ARTICLE IV
MINISTRY CENTER BOARD OFFICERS


4.1 Number and Designation. Each Church will designate a Co-Chair from among the four Board Members appointed by it in each year, and together the Co-Chairs will exercise the
functions of Co-Chairs as described herein. The Ministry Center Board each year will designate a Treasurer from one Church and a Secretary from the other Church, who will exercise the functions of treasurer and secretary as provided in the Act and herein. Any of the officers may
also be an officer of one of the Church’s Councils. The Ministry Center Board may elect or appoint such other officers or agents as it deems necessary from time to time for the operation and management of the Ministry Center, for such terms and with such powers, rights, duties and
responsibilities as may be determined by the Board. None of the positions of Co-Chair, Secretary or Treasurer may be held by the same person. The terms of the Co-chairs will be staggered to provide continuity.

4.2 Co-Chairs. The Co-Chairs will have equal authority and will coordinate the performance of their responsibilities with one another, and may perform certain functions for certain periods during the year, on an alternating basis, or such other basis approved by the Ministry Center Board. Unless the Board approves a different schedule, each of the Co-Chairs will preside at alternate meetings. The Co-Chairs (a) acting jointly will have general active management of the business of the Ministry Center Board, (b) will each have the authority to call Board meetings and will jointly
prepare agendas; (c) when present, will preside at all meetings of the Ministry Center Board (and as between the 2 of them, on such periodic, alternating or other basis approved by the Board); (d) will jointly see that all resolutions of the Board are carried into effect; and (e) will jointly or individually perform such other duties as may from time to time be prescribed by the Board. The Ministry Center Board, by a vote of at least 6 members, may request that the responsible Governing Council replace a Co-Chair whom the Board concludes has failed his or her responsibilities as Co-Chair. If so requested, the applicable Governing Council will appoint a replacement.

4.3 Secretary. The Secretary will take minutes of Ministry Center Board meetings and joint meetings of the Congregations and the Governing Councils. The Secretary will (a) prepare minutes for distribution and provide minutes to Board Members within a week following a given meeting, or at such other time as agreed to by the Co-Chairs; and (b) maintain a set of accurate records of
proceedings of the Board and certify proceedings of the Board. Except as otherwise required or permitted by law or by this Operating Agreement, the Secretary will give or cause to be given notice of all meetings of the Board and all joint meetings of the Congregations and the Governing
Councils. The Secretary may be replaced by a vote of at least six (6) Board Members.

4.4 Treasurer. The Treasurer will (a) keep accurate financial records; (b) deposit all monies, drafts and checks paid to either Church in connection with the use of the Ministry Center in the joint bank account or accounts established by the Governing Councils for Ministry Center
expenses; (c) endorse for deposit all notes, checks and drafts received in connection with Ministry Center as ordered by the Board; (d) in coordination with the Church Administrator(s) and the Co-Chairs, disburse joint funds and issue checks and drafts from the joint bank account or accounts, as ordered by the Board, and manage such joint bank accounts; (e) provide to the Co-Chairs, upon
request, an account of all of his or her transactions as Treasurer and of the financial condition of the Ministry Center; (f) develop and track, in coordination with the Finance Committee, budgets for costs to be shared by the Churches; (g) regularly and cooperatively work with the Co-Chairs and the Finance Committee and with the Pastors, Administrator(s) and treasurers of the Churches;
and (h) perform such other duties as may be prescribed by the Board or the Co-Chairs from time to time. The Treasurer may be replaced by a vote of at least 6 Board Members.

4.5 Authority and Duties. In addition to the foregoing authority and duties, all Board Members will respectively have such authority and perform such duties in the management of the business of the Ministry Center as may be designated from time to time by the Ministry Center Board.

4.6 Term. Subdivision 1. Each Officer will serve for at least a one-year term, but may hold office until his or her respective successor is chosen or until resignation or removal, or the end of his or her term as a Board Member per Section 3.4 above.

Subd. 2. Officers may serve more than one term at the discretion of their appointing Church.

Subd. 3. An Officer may resign at any time by giving written notice to the Ministry Center Board and his or her respective Governing Council.

Subd. 4. A vacancy in an office will be filled for the unexpired portion of the term in the same manner as the officer was selected.


ARTICLE V
JOINT MEETINGS OF THE CONGREGATIONS


5.1 Purposes. Joint Meetings of the Congregations may be held to (i) discuss expenditures and budgets for the operation and maintenance of and capital improvements to, the Ministry Center; (ii) decide whether to add another church as a joint owner of the Ministry Center; and
(iii) consider any other matter designated by the person or persons calling the Joint Meeting of the Congregations.

5.2 Voting. Resolutions or other actions taken at a Joint Meeting of the Congregations must be approved by the affirmative vote of both Churches. Each Church’s vote will be determined in accordance with its respective constitution and governing documents.

5.3 Place of Meetings. Joint Meetings of the Congregations will be held at the Ministry Center or at such other place as may be designated by the Governing Councils.

5.4 Annual and Other Regular Meetings. There will be a regular annual Joint Meeting of the Congregations in the first quarter of each year, at a time set by the Governing Councils (which may coincide with the dates for each Congregation’s annual meeting). Additional regular Joint Meetings of the Congregations may be held at such intervals determined by the Ministry Board, with approval of the Governing Councils. The agenda for each annual Joint Meeting of the Congregations will be established jointly by
the Governing Councils and will include matters suggested by either Governing Council.

5.5 Special Meetings. A special Joint Meeting of the Congregations may be called for any purpose or purposes at any time by either Co-Chair of the Ministry Center Board, by vote of the Ministry Center Board, or by the Governing Council of either Church.

5.6 Adjournments. Any Joint Meeting of the Congregations may be adjourned from time to time to another date, time and place. If any Joint Meeting of the Congregations is so
adjourned, no notice as to such adjourned meeting need be given if the date, time and place at which the meeting will be reconvened are announced at the time of adjournment.

5.7 Notice of Meetings.
Subdivision 1. Notice of each regular Joint Meeting of the Congregations, stating the
date, time and place of the meeting, will be sent by U.S. Mail or electronic communication to the individual members of each Congregation at least 15 days before the meeting and will be posted at the Ministry Center at least 15 days before the meeting.

Notice of each special Joint Meeting of the Congregations, stating the date, time, place and purpose of the special meeting, will be sent by U.S. Mail or electronic communication to the individual members of each Congregation at least 10 days prior to the meeting and will be included in the respective bulletins of the Congregations for at least 2 Sundays before the meeting. To the extent the constitution of either Church requires longer or additional forms of notice of a congregational meeting, such requirements shall be followed by that Church. 

Subd. 2. The business transacted at a special Joint Meeting of Congregations is limited to the purposes stated in the notice of the meeting.

5.8 Quorum. The presence of a quorum of each of the Congregations, as determined by each Congregation’s constitution and governing documents, constitutes a quorum for the transaction of business at a Joint Meeting of the Congregations.


ARTICLE VI
FINANCIAL MATTERS


6.1 Budgets. The Ministry Center Board will prepare annual budgets for the Ministry Center and recommend the same to the respective Governing Councils for their review. The Governing Councils will review each annual budget and either return it to the Board for revision or
recommend it for approval of the Congregations. Each annual budget will be presented to the Congregations for discussion at a joint meeting, and must be approved by both Congregations in accordance with their respective procedures and constitutions. Each annual budget shall be for the operation (including the cost of joint personnel),
maintenance, repairs and improvements to the Ministry Center. The budget will include both operating and capital reserves for the Ministry Center. To the extent any modifications to thebudget are suggested by either Governing Council, or the Congregations, the Board will
modify and resubmit the budget. Upon approval by the Governing Councils, the budget will besubmitted to the Congregations for approval at the annual Joint Meeting of the Congregations.

The Ministry Center Board may amend an annual budget, subject to the restrictions in Section 3.2, Subd. 4.

6.2 Capital Costs. In addition to the initial capital contributions, over time each Church will make contributions to pay capital costs, such as replacement of a boiler or other mechanical system or significant improvements to the Ministry Center. The Churches on a 50-50 basis will pay for additional capital costs.

6.3 Operating Costs. Operating costs relating to the Ministry Center, including, but not limited to, costs relating to the maintenance of the Ministry Center, jointly used supplies and personnel costs for joint employees of the Churches, net of rental or other income generated by the use of the Ministry Center by third parties, will be paid for in a timely manner by the Churches on a 50-50
basis, provided, however, that the Ministry Center Board may recommend to the Governing Councils for approval by the Churches that certain measurable costs which are deemed to be fairly allocated to one Church will be paid for by such Church. Both Churches must approve any allocation of costs on other than a 50-50 basis.

6.4 Bank Account. The Churches will establish a joint checking account from which capital or operating costs relating to the Ministry Center will be paid.

6.5 Liquidating Distributions. If the Ministry Center or any property owned jointly by the Churches is sold, the proceeds, net of all joint costs, will be distributed to the Churches in equal amounts.

6.6 Accounting Decisions. All decisions as to accounting matters shall be made by the Ministry Center Board.


ARTICLE VII
POWERS RESERVED TO CHURCHES AND CONGREGATIONS


7.1 Matters Reserved to each Church.
Subdivision 1. Nothing in this Ministry Covenant gives either Church any control over the
other Church’s:

(i) religious services or sacraments;
(ii) confirmation and admission of new members of such Church;
(iii) affiliation with area and national organizations; and
(iv) selection and calling of a Pastor or other employee or staff member, other than
employees and staff expressly hired on behalf of Churches.
(v) theological or justice positions or other unique church ministries

Subd. 2. Although calling pastors is the sole responsibility of each Congregation, in the spirit of this Covenant, the Pastor(s) of the other Congregation may serve on pastoral search committees, at the discretion of the searching Congregation, having voice but not vote in the search process. If the Pastor(s) of the other Congregation is not part of the search committee, the Pastor(s) of the other Congregation will have timely meetings with each of the final pastoral candidates, and provide the search committee her/his/their evaluation of compatibility. The purpose of this provision is to assure, to the extent
possible, that the Pastors of the two Congregations can work constructively together.

7.2 Powers Reserved to the Congregations. Nothing in this Covenant shall give to the Ministry Center Board or either Governing Councils, any powers reserved to a Congregation
pursuant to its constitution and governing documents, including, without limitation, any power to revise any decision of a Governing Council.


ARTICLE VIII
DISPUTE RESOLUTION


8.1 Issues Regarding Building Use. In the event of a conflict arising between Congregations or individual members of Churches regarding the use of the Ministry Center, the parties in conflict will work through the following persons in the following order until the conflict is resolved, first,the Church Administrator(s), second the Co-Chairs, third either or both Pastors, and finally, if
there is no resolution, the issue will be addressed by the Ministry Center Board under section 3.2 subd. 1.

8.2 Issues Between the Churches. In the event of a conflict between the Congregations not involving use of the Ministry Center, the issue will be addressed by the following persons or groups in the following order until the conflict is resolved: first, the Co-Chairs and the Pastors, second, the Ministry Center Board, and finally, if there is no resolution, the Bishop of the Minneapolis Synod of the ELCA, or designee, and the UCC’s Minnesota Conference Minister, or designee, will be asked to mediate a resolution.

8.3 Issues Between the Pastors. In the event of a conflict between the Pastors of the Churches, the Pastors and/or the Co-Chairs will have the authority to request mediation from the Bishop of the Minneapolis Synod of the ELCA, or designee and the UCC’s Minnesota Conference Minister, or designee.


ARTICLE IX
INDEMNIFICATION


9.1 Indemnification. To the extent of proceeds of any insurance policy maintained by either Church, such Church will indemnify members of its Governing Council and the Board Members appointed by it for such expenses and liabilities incurred by such person in or arising from his or her actions or responsibilities taken in accordance with this Agreement.


ARTICLE X
MISCELLANEOUS; AMENDMENTS


10.1 Execution of Instruments. All checks authorized to be paid from a joint bank account established by the Governing Councils for the payment of joint costs of the Ministry Center, will be signed by the Treasurer and/or either of the Co-Chairs, subject to such rules and procedures as
may be established by the Ministry Center Board or the Governing Councils.

10.2 Constitutional Authority. The provisions of this Ministry Covenant are subject, as to each Church, to its constitution and governing documents from time to time in effect, and to the extent inconsistent, the Church’s constitution and governing documents shall be controlling as to decisions made and actions taken on its behalf.

10.3 Amendments.
Subdivision 1. The Ministry Center Board may adopt amendments to Schedule A to this Ministry Covenant by affirmative vote of at least six (6) members, subject to review and approval by both Governing Councils.

Subd. 2. Other than as provided in Subdivision 1, this Ministry Covenant may be amended only by approval of both Churches taken at or after a Joint Meeting of the Congregations. Amendments may be proposed either by the Ministry Center Board, either Governing Council, or by at least 20 individual voting members of the Congregations. The Governing Councils will each notify the members of its Congregation of the proposed amendment, together with any recommendation of the Ministry Center Board or the Governing Councils, at least 30 days prior to a regular or special Joint Meeting of the Congregations.

Approved by Salem English Lutheran Church on ____________ .
SALEM ENGLISH LUTHERAN CHURCH
by ________________________________________________
Congregation President

Approved by Lyndale Congregational United Church of Christ on ____________ .
LYNDALE CONGREGATIONAL UNITED CHURCH OF CHRIST

by _________________________________________________
Moderator


SCHEDULE A
STANDING COMMITTEES

A. Building Committee
1. Responsibilities. There shall be a Building Committee that shall be responsible for decisions on the normal uses of the Ministry Center, and for normal maintenance and repairs of the Ministry Center. The Building Committee shall report to the Ministry Center Board and shall (i) provide periodic reports to the Ministry Center Board, as requested from time to time by the Board and (ii) work in coordination with the Church Administrator(s) and the Pastors of the two churches. The Co-Chairs of the Building Committee will consult with the Church Administrator(s)
and the Pastors regarding routine scheduling of space within the Ministry Center (other than the use of the sanctuaries by the Churches, which shall be addressed by the Pastors and the Ministry Center Board). The Church Administrator will have day-to-day responsibility for
scheduling, subject to such consultation.

The Building Committee will provide guidance to the custodian regarding routine and extraordinary maintenance of the Ministry Center. The Building Committee shall be the first level supervisor of the custodian, and share oversight of the custodian with the Pastors and the
Ministry Center Board.

2. Membership. The members of the Building Committee, including one Co-Chair from each Church, shall be nominated by the Governing Councils and appointed by the Ministry
Center Board. Efforts will be made to appoint an equal number of committee members from each Church. Co-Chairs and members of the committee shall serve for at least a one-year term,or until replaced by the appointing Church. Co-Chairs and members of the committee may serve more than one term at the pleasure of their appointing Church. The terms of the Co-chairs will be staggered to provide continuity. The Co-Chairs will have equal authority and will coordinate the performance of their responsibilities with each other. The Co-Chairs may assume certain functions and/or duties for certain periods of the year, as mutually agreed upon by them and the Committee. Also, during
the year, one or the other of the Co-Chairs, as appropriate, may make routine Co-Chair decisions.

B. Finance Committee
1. Responsibilities. There shall be a Finance Committee that shall be responsible for:
a. Oversight of the accounting and financial responsibilities of owning and maintaining the Ministry Center,
b. Oversight of financial responsibilities for other shared costs of the Ministry Center,
c. Long-term financial planning, and recommendations for long-term financialcommitments, and
d. Development of the annual budget for the Ministry Center’s shared costs.

The Finance Committee shall report to the Ministry Center Board and shall (i) provide periodic reports to the Ministry Center Board, as requested by the Ministry Center Board, and (ii) work in consultation with the Ministry Center Board Treasurer, the Ministry Center Board,
the Pastors and the Treasurers of the two Congregations.

2. Membership. The members of the Finance Committee, including one Co-Chair from each Church, shall be nominated by the Governing Council of each Church and appointed by
the Ministry Center Board. Co-Chairs and members of the committee shall serve for at least a one-year term, or until replaced by the appointing Church. Co-Chairs and members of the committee may serve more than one term at the pleasure of their appointing Church. Efforts will
be made to appoint an equal number of committee members from each Church. The terms of the Co-chairs will be staggered to provide continuity. The Co-Chairs will have equal authority and will coordinate the performance of their responsibilities with each other. The Co-Chairs may assume certain functions and/or duties for certain periods of the year, as mutually agreed upon by them and the Committee. Also, during the year, one or the other of the Co-Chairs, as appropriate, may make routine Co-Chair
decisions.

C. Audit Committee
1. Responsibilities. There shall be an Audit Committee which shall be responsible for (a) auditing the financial records of the Ministry Center at least annually and (b) delivering a report to the Ministry Center Board for annual meeting purposes on the integrity of the financial records, citing findings of inappropriate financial accounting or transactions, providing recommendations on corrective actions for audit findings, and providing recommendations to improve the financial accounting of the Ministry Center. The Audit Committee shall report to the Ministry Center Board and shall (i) provide periodic reports to the Ministry Center Board, as requested from time to time by the Board and (ii) work in consultation with the
Treasurer, Ministry Center Board, Pastors and treasures of the two Churches.


2. Membership. The members of the Audit Committee shall be appointed by the Governing Councils and shall include at least one member from each Church. Members of the
Finance Committee cannot also be members of the Audit Committee. Efforts will be made to appoint an equal number of committee members from each Church. Co-Chairs and members of the committee shall serve for at least a one-year term, or until replaced by the appointing Church.
Co-Chairs and members of the committee may serve more than one term at the pleasure of their appointing Church. The terms of the Co-chairs will be staggered to provide continuity. The Co-Chairs will have equal authority and will coordinate the performance of their
responsibilities with each other. The Co-Chairs may assume certain functions and/or duties for certain periods of the year, as mutually agreed upon by them and the Committee. Also, during the year, one or the other of the Co-Chairs, as appropriate, may make routine Co-Chair decisions.

D. Joint Ministry Committee
1. Responsibilities. The Joint Ministry Committee shall be responsible for ministry opportunities jointly shared by the Congregations, with the role of encouraging and assisting these joint ministries. Joint ministry may include in-reach and outreach programs such as
Christian Education, Youth Ministry, Social Justice, Education Forums, etc. Sub-committees of the Joint Ministry Committee will be formed to further joint ministry programs approved by the Ministry Center Board. The Joint Ministry Committee shall report to the Ministry Center
Board and shall (i) provide periodic reports, as requested by the Board and (ii) work in coordination with the Pastors of the Churches and the Board.

2. Membership of the Joint Ministry Committee. The members of the Joint Ministry Committee, including one Co-Chair from each Church, shall be nominated by the Governing
Council of each Church, and appointed by the Ministry Center Board. Co-Chairs and members of the committee shall serve for at least a one-year term, or until replaced by the appointing Church. The Co-Chairs will have equal authority and will coordinate the performance of their
responsibilities with each other. Co-Chairs and members of the committee may serve more than one term at the pleasure of their appointing Church. Efforts will be made to appoint an equal number of committee members from each Church. The terms of the Co-chairs will be staggered
to provide continuity.

3. Joint Ministry Sub-Committees. Sub-committees of the Joint Ministry Committee willbe charged with planning, managing and promoting a specific joint ministry for the Churches.

These sub-committees should have comparable representation from each Congregation, with members appointed by their respective Councils. Where practical, the joint ministry subcommittees should have a co-chair from each Congregation. Such sub-committees may be formed as need arises, by the Joint Ministry Committee or the Ministry Center Board, with the guidance of the Pastors of each Congregation. The form and procedures of the sub-committees may be self-directed, unless specifically defined by the Ministry Center Board.