| By-Laws |
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| Saint
Andrew's Episcopal Church (410)
255-1070 The Reverend Shawn N. Hill
Priest By-Laws
of St.
Andrew's Episcopal Church Adopted:
Amended:
October 2007 Preamble:
These Bylaws are adopted pursuant to the authority granted by Section 5-334 of
the Corporations and Associations Article of the Annotated Code of Maryland
relating to religious corporations affiliated with the Protestant Episcopal
Church of the Diocese of Maryland (the "Diocese of Maryland"). These
Bylaws shall govern the corporate and temporal affairs of 'St. Andrew's
Episcopal Church, Pasadena' (the 'Church'), subject to the Public
General Laws of the State of Maryland, to the Constitution and Canons of the
Protestant Episcopal Church in the United States of America (the
"Episcopal Church") and to those of the Diocese of Maryland. Article I Members Section
1. Ordinary Members.
All baptized persons, whether in the Episcopal Church or another Christian
Church, whose Baptisms have been duly recorded in the Episcopal Church, and who
regard St. Andrew's as their regular place of worship, shall be Ordinary
Members of the Church. Section
2. Voting
Members. Every person not less than 16 years of age who has been an
Ordinary Member of the Church for at least 3 months preceding the day when the
person may wish to vote, and who shall have been a communicant in good standing
in the Episcopal Church and are enrolled as such in the records of the
Church, shall be a Voting Member thereof, with the right to vote in the
election of Vestry members and upon all other matters having to do with the
affairs of the Church put
to a congregational vote. A communicant in good standing means a confirmed or received
member of the Church who has been faithful in corporate worship, unless for
good cause prevented, and received Holy Communion in the Church at least three
(3) times in the preceding year, has been faithful in working and praying for
the spread of the Kingdom of God and is a financial contributor of record to
the parish. In the event of any dispute as to
eligibility of any voter, the question shall be referred to the Rector, Wardens
and Vestry for resolution. Section 3.
Annual Meetings. There
shall be an Annual Meeting of the Church on a Sunday in November. The business to be transacted at the Annual
Meeting shall include the election of Vestry members, consideration and action
upon reports of the Rector, Officers, Vestry members and committees, and any
other business as appropriate. Section 4.
Special Meetings. At any
time during the interval between Annual Meetings, Special Meetings may be
called by the Rector, by a majority vote of the members of the Vestry or upon
the written request of not less than 25 Voting Members filed with the Rector,
or in the Rector's absence, with the Rector's Warden at least 15 days in
advance of the proposed meeting date, unless otherwise approved by the Vestry. Section
5. Notice
and Place of Meetings; Quorum. All meetings of members, both Annual
and Special, shall be held at the Church. Notice of all meetings shall be given
by announcement at all services in the Church and by publication in the weekly
bulletin of the Church, if there be such a bulletin, on at least two Sundays
immediately preceding the date of the meeting. Such notice shall clearly
specify the date and time of the meeting and shall indicate whether the meeting
is an Annual Meeting or a Special Meeting, and if a Special Meeting, the
business to be transacted. No business other than that specified in the
notice shall be transacted at Special Meetings. The quorum at a properly
noticed meeting shall be the number of Voting Members in actual attendance at
the meeting. Section 6. Presiding Officer. The Rector shall
preside at all Annual and Special Meetings. If the Church is without a Rector
or, if the Rector is absent, the Rector's Warden shall preside. In the absence
of both the Rector and the Rector's Warden, the People's Warden shall preside.
In the absence of a Registrar, the presiding officer shall appoint a secretary
to record the minutes of the meeting, such minutes to be subsequently given to
the Registrar. Article II The Vestry Section 1. Eligibility.
Every Voting, contributing
member of the Church, as defined in Article I, Section 2 of these Bylaws, who
has been confirmed / received in the Episcopal Church and who pledges based on a form
of proportional giving shall be eligible to serve as Vestry member. Section
2. Vestry Composition and Terms
of Office. The Vestry of the Church shall consist of the
Rector, Full Time Clergy (if any), and a minimum of 12 elected persons whose
terms of office of 3 years shall rotate. Each year, 4 individuals shall be
elected to replace the 4 individuals who are completing their terms of office. All individuals completing a full, 3-year term of
office shall be ineligible to seek
re-election to the Vestry for a period of 1 year service
on the Vestry in filling a vacancy shall not be considered a disqualification
for re-election. Section 3. Nomination.
Candidates shall be nominated to serve as Vestry members in the following
manner: At
least three months in advance of the Annual Meeting, the Rector shall appoint a
Nominating Committee consisting of Vestry members whose terms of office are
concluding and 2-4 Voting Members recommended by the Rector's Warden. The
Nominating Committee shall present the Vestry with a sufficient number of
candidates to fill all existing vacancies plus a minimum of 2 additional names.
A
Voting Member may nominate a candidate or candidates for the office of Vestry
member by submitting such nomination or nominations to
the Vestry Registrar. All
nominations shall be submitted to the Vestry prior to the Annual Meeting, and
the Vestry shall immediately make known to the congregation by publication in
the Church bulletin, or by such other means as the Vestry may select, the names
of those so nominated. No person shall be nominated for Vestry unless the
person has agreed to serve if elected. Additional qualified
nominations for election to the Vestry may be made by any Voting member at the
Annual Meeting. All nominees must be present at the Annual Meeting to be
elected to the Vestry except in case of emergency OR unless other arrangements
have been made in advance. Section 4. Election.
Vestry members shall be elected by a majority vote of those Voting Members
present at the Annual Meeting. Any Voting Member wishing to vote at the Annual
Meeting and who is unable to be present by virtue of infirmity, illness, or
other unavoidable absence shall have the right to request and cast an Absentee
Ballot. The Absentee Ballot shall be requested from the Rector's Warden who
shall be responsible for the
distribution and tabulation of all such ballots. ALL Absentee Ballots must be
turned in to the Rector's Warden PRIOR to the meeting to be considered. Those candidates
receiving the highest number of votes at the Annual Meeting shall fill the full
term vacancies that exist at the time of the election. Newly elected Vestry
members will participate in the December Vestry meeting without vote to become
familiar with the vestry process and financial concerns of the congregation and
will be seated with voice and vote at the January Vestry meeting. Section
5. Vacancies.
If by reason of death, resignation or any other cause a vacancy shall occur in
the Vestry, a minimum number of members needed shall be determined to establish a quorum
(see Article II, Section 8) applicable if all positions were filled. Thus, vacancies
will not be filled provided
that the number of persons remaining does not
go below this newly established 'minimum'. If the number of vacancies dips below the
established minimum, the Vestry shall be empowered to solicit nominees and
immediately elect eligible individuals from among the Voting members of the
Church. All individuals, including runners-up in the previous election, shall
be considered for the purpose of filling these vacancies. Individuals elected
in this manner shall serve the remainder of the un-expired term and would then
be eligible to become a candidate for election to the Vestry. Section
6. Vestry Duties and Powers.
The Vestry shall act as trustees for the Church in accordance with the public
general laws of the State of Section 7. Meetings. Regular meetings of
the Vestry shall be held as determined by the Rector and the Vestry. The Vestry
may, by majority vote and for good and sufficient reason, cancel or reschedule
the regularly scheduled meeting. Special Meetings may be held at any time or
place as called by the Rector or, if the Church is without a Rector or the
Rector is absent, the Rector's Warden OR by written petition of not less than
one-third of the number of Vestry members. Notice
of the time and place of all regular and Special Meetings and of the purpose of
all Special Meetings shall be given to each Vestry member in person, by e-mail
or by telephone not less than forty-eight hours preceding the meeting or by
mail posted not less than two days preceding the date of such meeting unless an
emergency exists which requires the immediate attention of the Vestry. No
business shall be transacted at Special Meetings except that specified in the
notice. Section 8. Vestry Quorum and Presiding Officer.
A majority of the members (1/2 plus 1) of the Vestry shall constitute a quorum
for the transaction of business at any meeting of the Vestry. All such meetings
shall be considered official Vestry meetings. The Rector or, if the
Church is without a Rector or the Rector is absent, the Rector's Warden, shall
preside at all meetings of the Vestry. If the Rector and the Rector's Warden
are both absent, the People's Warden shall preside. In the event that all of
the above are absent or unavailable, the remaining members of the Vestry shall
elect a member to preside over the meeting. The Presiding Officer shall be
empowered to act in lieu of and on behalf of the Vestry in dealing with
problems causing material damage to the facilities OR affecting the good and
welfare of the Congregation. Section 9. Attendance. Any Vestry member
absent for 3 regularly scheduled meetings in any term year, without good
reason, shall be considered to have resigned. After three unexcused absences, the Rector's
Warden shall within
72 hours inform
them of their 'resignation' in writing. If a Vestry member is
going to miss a meeting, they are required to inform the Rector, Rector's
Warden or People's Warden prior to the meeting. Article III Officers
Section
1. Officers.
The officers of the Church shall be the Rector, Rector's Warden, People's
Warden, Registrar, Treasurer and such other officers as the Vestry may from
time to time designate. Officers must meet the eligibility requirements of
Article II, Section 1 but need not be elected members of the Vestry. Any
vacancy in any office shall be filled for the un-expired term thereof by the
Vestry. Section
2. Election.
The Rector's Warden, People's Warden, Registrar and Treasurer shall be elected
annually by a majority vote at the January Vestry meeting. If the Vestry is
unable to elect these officers amongst themselves, the Rector shall be
empowered to appoint parishioners who meet the eligibility requirements to
these positions. Individuals so appointed shall serve for 1 year. Section
3. Rector.
The Rector of the Church shall be the president and chief executive officer of the
Church and shall perform such duties and shall have such powers as may be
prescribed by the Constitution and Canons of the Episcopal Church and of the
Diocese of Maryland. The Rector shall be elected by majority vote of the entire Vestry and, unless otherwise provided in the terms of the call, the Rector shall continue to serve until attaining the age of seventy-two (72) years, resignation or until the pastoral relationship is severed by mutual consent of the Rector and Vestry and approved by the Bishop or Ecclesiastical Authority of the Diocese of Maryland or otherwise dissolved in accordance with applicable canons. The Rector shall render a report to the Vestry at
each regular meeting but may vote only in the case of a tie. Section 4.
Rector's Warden. The
Rector's Warden shall keep fully apprised of the spiritual health of the
Congregation, report to the Vestry at each regular meeting and shall render a
formal report on the state of the Parish at the Annual Meeting. The Rector's Warden shall
be the senior lay officer of the Church, shall serve as lay consultant and
advisor to the Rector, shall be accessible at all times to the Rector, the
People's Warden, and members of the Vestry for advice, planning, and execution
of the tasks of the Parish and shall perform such other duties as may be
assigned to the Rector's Warden by the Vestry. Section
5. People's
Warden. The People's Warden shall have general responsibility for
the supervision and maintenance of all Church property, real and personal
(other than securities and cash), and shall perform such other duties as may be
assigned to the People's Warden by the Vestry. The People's Warden shall report to the Vestry at
each regular meeting and shall render a formal report on the state of the
Parish at the Annual Meeting. Section 6.
Registrar. The Registrar
shall have custody of the corporate seal of the Church, if any, and shall affix
the seal to any document requiring it. The Registrar shall record the minutes
of all meetings of the Vestry and of the Voting Members, provide the 2-day
notice to all Vestry members of Special Vestry meetings and shall perform such
other duties as may be assigned to the Registrar by the Vestry. The Registrar shall be
charged with the responsibility of keeping at least two copies of the latest version of the Bylaws
which shall be open to inspection in the Church office at reasonable business
hours by an Ordinary Member or Voting Member of the Church. Section 7.
Treasurer. The Treasurer
shall keep the financial records of the Church and shall have general custody
of all Church funds, securities and other investments. A record of all
monies received by the Church shall be delivered to the Treasurer, and all
expenses and other payments shall be made by the Treasurer, or under the
Treasurer's direction using the financial institution approved by the Vestry. The Treasurer shall make
a report as to the general financial condition of the Church at the Annual
Meeting of the Voting Members, submit a written financial report at each
regularly scheduled Vestry meeting and make such other reports from time to
time as the Vestry may request. Section
8. Other
Officers. The Vestry may designate other officers from time to time
to perform such duties as may be assigned to them by the Vestry. All other
officers who are not members of the Vestry shall be invited to attend all
meetings of the Vestry as non-voting members. Section
9. Voting
Rights of Officers. A Rector's Warden, People's Warden, Registrar or
Treasurer, who is not an elected member of the Vestry shall have the right to
vote at Vestry meetings on all questions, except the following: (1) matters
relating to the call of a Rector or the employment of an Assistant Rector; (2)
matters affecting the contractual relationship between the Rector, Assistant
Rector and the Church; and (3) matters relating to the acquisition, alienation,
conveyance, lease or encumbrance of Church property, both real and personal. Article IV Committees, Diocesan Convention/Regional Council DelegatesSection
1. Committees.
The Vestry shall appoint Standing Committees for Buildings and Grounds,
Christian Education, Communications,
Evangelism, Finance, Outreach, Pastoral Care, Stewardship and Worship. The
Vestry may appoint Ad Hoc Committees, from time to time and as the need arises,
to conduct other business, as appropriate. Section 2. Delegates. The Delegate(s) and the Alternate Delegate(s), if any, to the Diocesan Convention/Regional Council shall be elected by a majority of the voting members present at the Annual Meeting. These Delegates shall be selected from amongst the Voting, Contributing, and Confirmed or Received members of the Congregation who are Communicants in good standing. The Delegate(s) and Alternate Delegate(s) shall be elected in the following manner:
All Delegates /
Alternates shall attend Vestry and Regional Council meetings to become familiar
with the issues to be resolved at Diocesan Convention and to ensure that they
are prepared to represent the views and opinions of the Church. In
the event that the Church is unable to send the required number of Delegates to
Diocesan Convention as a result of any Delegate / Alternate being unable to
fulfill their duties, the matter shall be referred to the Vestry for
resolution. Article V Fiscal
Matters Section
1. Fiscal
Year. The Church's fiscal year shall be the calendar year. Section
2. Signature
to Commercial Paper. All checks and drafts shall be made, drawn and
endorsed in the name of the Church in such manner as the Vestry may from time
to time authorize. Section
3. Expenditure
Limitation. The Vestry must approve any expenditure in excess of $100.00 not
specifically provided for in the current Church annual budget. Section
4. Audit.
The financial books and records of the Church shall be audited annually by a
certified public accountant chosen by the Vestry or, three or more responsible
persons other than the Treasurer to be appointed by the Vestry. Such audit shall be submitted to the Vestry within
sixty days following the close of the fiscal year of the Church and shall be
filed with the records of the Church. Section
5. Fidelity
Bond. The Treasurer and such other officers, employees or other
persons handling Church funds, whether salaried or non-salaried, as the Vestry
may direct from time to time, shall be bonded for the faithful performance of
their duties at the expense of the Church, in such amounts and by such surety
companies as the Vestry may determine. Section
6. Operating
Budget. The Finance Committee shall submit an operating budget to
the Vestry at the regular October meeting for their approval. The Finance
Committee shall monitor the financial status of the Church and submit an
amended budget reflecting adjustments that may be necessary. Article VI Amendment
to Bylaws The By-Laws, amendment(s) or alteration(s) shall become effective immediately upon their approval at an Annual Meeting OR at the next Annual Meeting if approved at a Special Meeting. These Bylaws may be altered, amended, repealed or added to by a two-thirds vote of those Voting Members who shall attend any Annual or Special Meeting, provided, however, that any such alteration, amendment, repeal or addition, whether proposed by the Vestry or by the Voting Members who shall call a Special Meeting pursuant to Article I, Section 4 hereof, shall be specified in the notice of the meeting, whether it be an Annual or Special Meeting. |
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