By Laws of
The Episcopal Church of the Epiphany of San
Carlos, California
A California Nonprofit Religious CorporationARTICLE 1.
Corporation Part of Episcopal Church
Section 1.1
The corporation (herein called the “Parish”) is an integral
subordinate unit and constituent part of The Episcopal Church of the
Diocese of California and of The Episcopal Church in the United States
of America. The Constitution and Canons of The Episcopal Church in the
United States of America and the Constitution and Canons of the said
Church in the Diocese of California, now or hereafter in effect, are
incorporated, by reference, in these Bylaws, as a basic and essential
part hereof. As from time to time in effect they are herein respectively
called the “National Constitution,” “National Canons,” “Diocesan
Constitution,” or “Diocesan Canons.” In case of any conflict between
these Bylaws and said Constitutions and the Canons, the provisions of
said Constitutions and Canons hereby made a part of the Bylaws of the
Parish shall prevail over such conflicting provisions. The clerk or
secretary is required hereby to keep with the original of these Bylaws,
available for inspection or examination by any person entitled to
examine the Bylaws, a printed copy of said Constitutions and Canons.
ARTICLE 2.
Principal Office
Section 2.1
The principal office of the Parish is located at 1839 Arroyo
Avenue, San Carlos, California.
ARTICLE 3.
Membership, Parish Meetings, and Voting Member
Section 3.1 MEMBER (CHURCH AND PARISH). A person who has received the
Sacrament of Holy Baptism with water in the name of the Father, and of
the Son, and of the Holy Spirit, and whose baptism in the Parish or
elsewhere has been duly recorded in the Parish Register, and whose
membership has not been terminated as provided in 3.6 below, is a member
of this Parish and the Church.
Section 3.2 COMMUNICANT. A member of the Episcopal Church who receives Holy
Communion in this Church at least three times a year is a Communicant of
this Church.
Section 3.3
COMMUNICANT IN GOOD STANDING. A Communicant who regularly attends
corporate worship – unless “for good cause” is prevented from doing so –
and who faithfully works, prays and gives toward the Church’s own work
is a Communicant in Good Standing. The Rector shall determine who is a
communicant in good standing in a manner consistent with national and
Diocesan Canons, subject to appeal to the Bishop.
Section 3.4
ADULT. An “Adult” in the Episcopal Church is age 16 or older.
Section 3.5
VOTING MEMBER. At every Parish meeting, any member of the Parish
who is an adult and whose name shall have been recorded on the Parish
Register for six months prior to the meeting at which voting will occur,
is entitled to vote.
Section 3.6
TERMINATION OF VOTING RIGHTS AND OR MEMBERSHIP Ecclesiastical
censure pronounced against any member of the Parish, according to the
discipline of The Episcopal Church in the United States of America
shall, ipso facto, terminate such member’s voting rights in this Parish.
Membership in the Parish shall terminate if the member withdraws,
transfers to another congregation, or ceases to possess the
qualifications for membership as set forth in the National and Diocesan
Canons. No member may assign or transfer a membership or any right
arising therefrom to another person.
Section 3.7
PLACE OF MEETINGS. All meetings of the members of this Parish
shall be held at the principal office or at such other place as may be
designated for that purpose by the vestry.
Section 3.8
ANNUAL MEETING. The annual meetings of the members of the Parish
shall be held on such day and hour as may be designated by the Vestry.
Section 3.9
CALL OF SPECIAL MEETINGS. A special meeting of members may be
called at any time by the Rector or by resolution of the Vestry or upon
written request to the Rector or either Warden by thirty (30) members
entitled to vote.
Section 3.10
NOTICE OF ANNUAL OR SPECIAL MEETINGS. Notice of each annual or
special meeting shall be given by mail to each member at least
twenty (20) calendar days in advance of the meeting and shall be
publicly announced at each regularly scheduled service of the Parish on
the Sunday preceding the day of such meeting. The notice of any special
meeting of members shall state the general nature of the business to be
transacted and no other business shall be transacted.
Section 3.11
QUORUM. A quorum for any meeting of the members, duly called and
noticed, shall consist of not less than fifty (50) members of the Parish
entitled to vote. If a quorum is present, the affirmative vote of the
majority of the members present at the meeting, entitled to vote, and
voting on any matter shall be the act of the members.
Section 3.12
ADJOURNED MEETING. Any members meeting, whether or not a quorum
is present, may be adjourned from time to time by the vote of a majority
of the members present and voting. In the absence of a quorum no other
business may be transacted such a meeting.
Section 3.13
RECTOR AS PRESIDING OFFICER. The Rector of the Parish shall
preside at all meetings of the Parish. In case there is no Rector, or in
the absence of the Rector, the Senior Warden if present shall preside at
any such meeting, or if the Senior Warden is not present, the Junior
Warden shall preside. At all Vestry meetings, the Senior Warden if
present shall preside, or if the Senior Warden is not present, the
Junior Warden shall preside.
Section 3.14
ACTION WITHOUT MEETING. Any action which may be taken at any
general or special meeting of the members may be taken without a meeting
if:
(a)
the written ballot of every member entitled to one vote is
solicited by the Vestry by a form of ballot (by mail or by electronic
mail) which sets forth the actions to be taken and states the deadline
by which it must be returned to be counted,
(b) the number of votes cast by ballot on or before the time the
ballots must be returned to be counted equals or exceeds the quorum
required to be present at a meeting authorizing the action, and
(c) the number of approvals equals or exceeds the number of votes
that would be required to approve the action at a meeting at which the
total number of votes cast was the same as the number of votes cast by
ballot.
Section 3.15
VOTING. Each voting member in goods standing shall be entitled
to one vote and voting rights may not be exercised by proxies or through
absentee ballots. In elections of members of the Vestry, each voting
member of the Parish shall have one vote for each vacancy to be filled,
but may not cast more than one vote for any single candidate.
Section 3.16
CONDUCT OF MEETINGS. Meetings shall be conducted in
accordance with Robert’s Rules of Order, latest edition.
ARTICLE 4.
Nominations and Elections
Section 4.1
Vestry nominations shall be presented to the Annual Parish
Meeting by a Nominating Committee appointed by the Rector and chaired by
one of the retiring members of the Vestry. The Nominating Committee
shall be formed in October each year. The Nominating Committee shall
present a slate for election to the Vestry consisting of at least the
number of vacancies to be filled.
Section 4.2
All members of the Vestry shall be Voting Members of this Parish
and regular contributors to the support of this Parish by current stated
pledges. In addition, a majority of them shall be Communicants in Good
Standing.
Section 4.2.1
The responsibilities of Vestry Members include the following:
(1) The
willingness to attend the monthly Vestry Meeting, as well as occasional
special meetings.
(2) The
willingness to serve, if appointed, as the chair person of one of the
commissions of the Vestry.
(3) The
willingness to attend the annual Vestry weekend, which will normally be
in February.
(4) The
willingness to serve as a Parish caller in Every Member Canvass each
Fall.
(5) The
willingness to serve as warden or other officer of the Vestry if elected
or appointed.
Section 4.2.2
The retiring members of the vestry in any year shall not be
eligible for re-election for a period of one (1) year, except that a
member of the Vestry appointed to fill a vacancy of less than eighteen
months,
shall, at the expiration thereof, be eligible for a term of three (3)
full years. The period between annual meetings shall be deemed one year
for purposes of this section.
Section 4.3
Written material describing the candidates shall be distributed
to members of the Parish no later than seven (7) days before the Annual
Parish Meeting.
Section 4.4
The notice of the Annual Meeting shall advise the members of the
Parish of their right to nominate eligible members for election to the
Vestry at the Annual Meeting. Any such nomination shall be supported by
the candidate indicating their willingness to run. Such nominations are
to be given verbally or in writing to the Chairman of the nominating
Committee by December 20th. Nominations to the Vestry shall
not be made at the Annual meeting.
Section 4.5
If the number of candidates exceeds the number of vestry
positions open, an election will be held. In the election of Vestry
members, the candidates receiving the highest number of votes are
elected. If some of the Vestry positions being filled are for three-year
terms and others are for shorter periods, then the candidate with the
most votes shall be elected to the longest terms. Tie votes may be
resolved by mutual agreement among the candidates involved or by a
special vote.
ARTICLE 5.
Board of Directors or Vestry
Section 5.1
BOARD OF DIRECTORS KNOWN AS VESTRY. The Board of Directors
of this Corporation shall be known as, and shall constitute, the Vestry.
The rector is and the Wardens shall be members of the Vestry and are
entitled to vote.
Section 5.2
ORGANIZATION OF THE VESTRY. The number of members of the
Vestry, including therein the Rector and Wardens, shall be thirteen (13)
of whom all but the Rector shall be elective or appointive members. The
Vestry members shall be divided into three (3) equal groups (referred to
as classes), each holding office until the annual Parish Meeting three
(3) years following the election of such group. At each annual meeting
of members, a number of Vestry members shall be elected to the number of
Vestry members whose terms shall have expired at the time of such
meeting.
Section 5.3
POWERS AND DUTIES OF VESTRY. Subject to any limitations of
the Articles of Incorporation and Bylaws of this Parish, to the
canonical rights of the Bishop of this Diocese and the Rector and to
actions which, under the California Corporations Law, require approval
by members, the powers of this corporation shall be exercised by or
under the authority of and the temporal business and affairs of this
corporation shall be controlled by, the Vestry.
Section 5.4
VACANCIES. Any member of the Vestry other than the Rector
may resign by giving written notice to the Rector, the Clerk or the
Vestry, effective upon receipt unless the notice specifies a later time.
If the resignation is effective at a future time, a successor may be
chosen before such time, to take office when the resignation becomes
effective. Resignation of the Rector and vacancies in the Rectorate are
governed by the National and Diocesan Canons.
Vacancies in the Vestry, except a vacancy in the
office of Rector, may be filled by a vote of the majority of the
remaining members of the Vestry, although not less than a quorum, or by
a sole member of the Vestry, and each member of the Vestry so appointed
shall hold office until a successor has been elected at the next annual
parish meeting.
Section 5.5
PLACE OF MEETING. Regular or special meetings of the Vestry
shall be held at any place within or without the State of California
that may be designated from time to time by the Vestry. In the absence
of such designation, meetings shall be held at the principle office of
the Parish.
Section 5.6
REGULAR MEETINGS. Following each annual meeting of members
of the Parish, the Vestry shall hold a vestry weekend retreat for the
purpose of organization, election of officers and the transaction of
other business. In addition, regular meetings will be scheduled for the
second Tuesday of every month at 7 p.m. or on a day and hour to be fixed
from time to time by the Vestry. Meetings of the Vestry are open to all
members of the Parish.
Section 5.7
SPECIAL MEETINGS. Special meetings of the Vestry for any
purpose or purposes may be called at anytime by the Rector, either
Warden or any three members of the Vestry.
Special meetings of the Vestry shall be held upon
four business days notice by first class mail or 48 hours notice given
personally or by telephone. Any such notice shall be delivered or
telephoned to each member of the Vestry at the address, telephone number
or email address shown upon the records of the Parish or given to the
Parish by the member for purposes of notice.
Section 5.8
NOTICE OF MEETINGS. Notice by mail shall be deemed to have
been given at the time a written notice is deposited in the United
States mails, postage prepaid, or personally delivered. Oral notice
shall be deemed to have been given at the time it is communicated, in
person or by telephone to the recipient to a person or at the office or
residence of the recipient who the person giving the notice has reason
to believe will promptly communicate it to the recipient.
Section 5.9
WAIVER OF NOTICE. Notice of a meeting need not be given to
any member of the Vestry who signs a waiver of notice or a written
consent to holding the meeting or an approval of the minutes thereof,
whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to
such member. All such protests, waivers, consents and approvals shall be
filed with the corporation records or made a part of the minutes of the
meeting.
Section 5.10
QUORUM. A majority of the Vestry shall constitute a quorum for
the transaction of business, provided that the Rector or one of the
Wardens is present. Every act or decision done or made by a majority of
the members of the Vestry present at a meeting duly held at which a
quorum is present shall be regarded as the act of the Vestry, unless a
greater number be required by law, by the Articles of the Incorporation
or by these Bylaws. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of members
of the Vestry, if any action taken is approved by at least a majority of
the required quorum for such meeting.
Section 5.11
PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the
Vestry may participate in a meeting through use of conference telephone
or similar communications equipment, so long as all members
participating in such meeting can hear one another.
Section 5.12
ADJOURNMENT. A majority of the members of the Vestry present,
whether or not a quorum is present, may adjourn any Vestry meeting to
another time and place.
Section 5.13
ACTION WITHOUT MEETING. Any action required or permitted to be
taken by the Vestry may be taken without a meeting if all members of the
Vestry shall individually or collectively consent in writing to such
action. Such written consent or consents shall have the same effect as a
unanimous vote of the Vestry shall be filed with the minutes of the
proceedings of the Vestry.
Section 5.14
COMMITTEES. The standing committees off the Vestry are:
(a) The
Executive and Finance Committee, which shall consist of the Rector, the
Wardens and the Treasurer.
(b) The
Building and Grounds Committee.
The Vestry may appoint commissions and one or
more other committees and members of such commissions or committees.
ARTICLE 6.
Officers
Section 6.1
PRESCRIBED OFFICERS. The officers of the Vestry shall be as
prescribed by the Diocesan Canons: the Rector, the Senior Warden, the
Junior Warden, the Clerk, and the Treasurer. At a meeting following the
election of new members of the Vestry, the Rector shall appoint the
Senior Warden from among the Vestry and shall elect the Clerk and
Treasurer. At a meeting following the election of new members of the
Vestry, the Rector shall appoint the Senior Warden from among the
Vestry. The Vestry shall then elect the Junior Warden from among the
Vestry and shall elect the Clerk and Treasurer either from the Vestry or
from voting members of the Parish. If the Parish is without a Rector,
the Senior Warden is elected by the Vestry.
Section 6.2
SUBORDINATE OFFICERS. The Vestry may elect such other
officers as the business of the corporation may require, each of whom
shall hold office for such period, have such authority and perform such
duties as the Vestry may from time to determine.
Section 6.3
REMOVAL AND RESIGNATION. Any officer except the
Rector and Senior Warden may be removed from office, but not from the
Vestry, by a majority of the entire Vestry in the office at the time, at
any regular or special meeting of the Vestry. The Senior Warden may be
removed from that office, but not the Vestry, by the Rector.
Any officer may resign at anytime by given
written notice to the Vestry, to the Rector or to the Clerk, except
that, in accordance with the National Canons, a Rector may not resign
without consent of the Vestry. Any such resignation shall take effect at
the date of the receipt of such notice or at a later date specified
therein, and, unless otherwise specified, the acceptance of such
resignation shall not be necessary to make effective.
Section 6.4
VACANCIES. A vacancy in any office referred to in Section 6.1
other than that of Rector and Senior Warden shall be filled by election
or appointment by the Vestry then in office. The office of Rector may be
filled only in accordance with the provisions of the National and
Diocesan Canons.
Section 6.5
WARDENS. The Senior Warden shall be the first vice
president and the Junior Warden shall be the second vice president of
the corporation. In the absence or disability of the Rector, the
Wardens, in the order of their rank shall perform the secular duties of
the Rector, and when so acting shall have all the secular powers and be
subject to all the restrictions upon the Rector. The Wardens shall have
such other powers and perform such other duties as, from time to time,
may be prescribed for them respectively by the Vestry or the Bylaws.
Section 6.6
CLERK. The Clerk shall be the secretary of the corporation
and shall keep at the office of the Parish a book of minutes containing
the minutes of all meetings of the Vestry, showing: the time and place
of such meetings; whether regular or special; if special, how
authorized; notice thereof given, the names of those present at the
meeting of the Vestry; and the proceedings of each such meetings. The
Clerk shall have such other powers and perform such other duties as may
be prescribed by the Vestry or Bylaws.
Section 6.7
TREASURER. The Treasurer shall be the chief financial
officer of the corporation and shall see that adequate and correct
accounts of the properties and business transactions of the Parish are
maintained, including pledges and other assets, trust and endowment
funds, liabilities, receipts, disbursements and accounts in general. The
Treasurer shall see that all monies and other valuables are deposited in
the name and to the credit of the Parish with such depositary as
designated by the Vestry. The Treasurer shall see that the funds of the
Parish as may be ordered by the Vestry are disbursed; shall render to
the Rector and the Vestry whenever they request it, an account of all
transactions made and of the financial condition of the Parish and shall
have such other powers and perform such other duties as may be
prescribed by the Vestry or Bylaws.
The procedure for deposit and withdrawal of
monies and other valuables shall be prescribed in the resolutions which
shall be adopted by the Vestry governing the deposit and withdrawal of
funds and valuables. The funds or valuables herein referred to are those
belonging to the Parish and these provisions of declarations of deeds of
trust or of conveyance or donation providing some special method of said
keeping, disbursing, withdrawing or depositing funds. Nor shall these
provisions apply to the canonical discretionary fund of the Rector, with
respect to needed charitable acts. The Treasurer shall submit at each
annual meeting of the corporation a complete statement of his accounts
for the past year.
ARTICLE 7.
Other Provisions
Section 7.1
RECORD. The Parish shall maintain adequate and correct accounts,
books and records of its membership, business and properties. All such
records and accounts shall be kept at the place designated as the
principal office and proper provisions shall be made for the safekeeping
thereof from fire, the elements, destruction or access by unauthorized
persons and other dangers. All books and records of the Parish shall be
open to inspection of members of the Parish. There shall be an annual
audit of the records of the Treasurer.
Section 7.2
CERTIFICATION AND INSPECTION OF BYLAWS. The original or a
corrected copy of these Bylaws, as amended to date, certified to by the
Clerk, shall be open to inspection by members of the Parish at all
reasonable times.
Section 7.3
ENDORSEMENT OF DOCUMENTS; CONTRACTS. Subject to the provisions of
applicable law, any note, mortgage, evidence of indebtedness, contract,
conveyance or other instrument in writing and any assignment or
endorsement thereof executed or entered into between the Parish and any
other person, when signed by the Rector or any Warden and the Clerk, any
Assistant Secretary, the Treasurer or any Assistant Treasurer shall be
valid and binding on the Parish in the absence of the actual knowledge
on the part of the other person that the signing officers had no
authority to execute the same. Unless specifically authorized by the
Vestry, no officer, agent or employee shall have any power or authority
to bind the Parish by a contract or engagement or to pledge its credit
or to render it liable for any purpose or amount.
Section 7.4
SALES AND INDEBTEDNESS. No indebtedness (except ordinary amounts
due on open account for goods and services in the ordinary course of the
business or as included in any budget or program approved by the
Vestry), or any sale or conveyance of property of the parish involving
an amount in excess of $500, or any sale or conveyance of property of
the Parish, shall be incurred, made or entered into or be valid or
binding against the Parish unless each and all of the following
proceedings are taken:
(a) A resolution to incur indebtedness or make the sale, conveyance
or encumbrance must be adopted at a meeting of the Vestry.
(b) Such resolution must specify, if it relates to a proposed
indebtedness, the amount and terms of such proposed indebtedness and the
purpose for which it is to be incurred; or if it relates to a sale,
conveyance or mortgage, the terms of the same.
(c)
Such resolutions must be fully spread upon the minutes or as an
attachment with the minutes.
(d)
When required by National or Diocesan Canon, the consent of the Bishop
and Standing Committee of the Diocese shall first be obtained in
writing.
Section 7.5
DELEGATES AND ALTERNATIVES TO DIOCESAN CONVENTION. All Delegates
and Alternates to Diocesan Convention shall be voting members and
communicants in good standing of this Parish and regular contributors to
the support of the Parish by current instated pledge. Delegates and
Alternates to Diocesan Convention may be either elected at the Annual
Parish Meeting or appointed by the Rector and Vestry. In case of
election, the nominees shall be ranked in the order of the highest to
the lowest number of votes received; those receiving the highest number
of votes, up to the number of Delegates; the next group up to the number
authorized, shall be deemed elected Alternate Delegates.
ARTICLE 8.
Corporate Seal
This Parish may have a
corporate seal, which shall be circular or elliptical in form and shall
otherwise be in a form prescribed by the Vestry.
ARTICLE 9.
Indemnification
The Vestry may, in its discretion, and to the extent allowed by law:
(a) Authorize
the Parish to indemnify its present and former Vestry members, officers,
employees and other agents against damages and liabilities, including
court costs, attorney’s fees, expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with
any proceedings if such person acted in good faith and in a manner such
person believed to be in the best interests of the Parish, and, in the
case of a criminal proceeding, had no reasonable cause to believe the
conduct of the person was unlawful.
(b) Authorize
the purchase of the insurance on behalf of such persons for the
foregoing purposes.
AR1ARTICLE 10.
AMENDMENT
These Bylaws may be
amended at any meeting of the Vestry by an affirmative vote of not less
than two-thirds of the authorized number of the members of the Vestry,
provided that such amendment shall not be contrary to or inconsistent
with the Articles of Incorporation of the Parish, or with the National
or Diocesan Constitution and Canons; provided further, that an amendment
changing the authorized number of members of the Vestry or amending
Article 1 may not be adopted by the Vestry.
Notice of a proposed
amendment of these Bylaws must first be given at a previous meeting of
the Vestry or by special notice to all members of the Vestry setting for
the substance of the same.
Amendments may also
be made by any other method provided for by the California Corporations
code, except that any Bylaw fixing the number of members of the Vestry
may not be adopted or amended without the vote or written ballot of
members of the Parish in accordance with Article 3. The substance of any
new Bylaw or of any amendment shall be set forth in the notice of the
Parish meeting.
CERTIFICATE OF CLERK
I hereby certify that I
am the duly elected and acting clerk of the Vestry of the Episcopal
Church of the Epiphany in San Carlos, California and the Secretary of
said corporation and that the foregoing Bylaws constitute the bylaws of
said corporation as duly adopted at a meeting of the vestry thereof held
on May 12, 1987.
Original signed by Zara Noonan
Clerk
Amendment signed by
Mallory Stevens
Clerk Amendment to the Church of the Epiphany By-Laws
Section 5.15.
EXECUTIVE SESSIONS. Any meeting of the Vestry, or portion
thereof, may be held in Executive Session when in the opinion of either
(i) the Rector, (ii) any of the Wardens or (iii) three members of the
Vestry believe that the nature of the matter being discussed warrants
confidential treatment. Attendance in the Executive Session shall be
limited to the current members of the Vestry, the Rector [and] the
elected officers of the Parish [and other individuals who in the opinion
of the Rector or the Senior Warden are necessary to the discussion].
Such meetings shall be noticed as described above for regular or special
meetings.
Ratified June 15,
1993
ARTICLE 7.
OTHER PROVISIONS
Section 7.6. ENDOWMENT FUND. An endowment fund shall be established, the
purpose, governance, and operational procedures of which shall be
defined by special resolution adopted by the Vestry.
Ratified December 14th, 1999
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