THE BY-LAWS
OF ST. JAMES CHURCH
ARTICLE I
Corporation
Annual Elections and Special Meetings
Sec. 1.
Date:
The annual
election of the corporation shall be held, according to its certificate
incorporation, as amended, within the 4th week of January in each year, at an
hour and place to be fixed by the vestry. Special meetings of the corporation
may be held on any day at the hour and place fixed by the vestry.
Sec. 2.
Notice.
Notice of
such annual election or special meeting shall be read by the rector , or if there be none, or if the rector be
absent, by the officiating minister or by a warden of the parish, on each of
the two Sundays next preceding such election or special meeting, in the time of
divine service, or, if for any reason the usual place of worship of the parish
be not open for divine service, the notice shall be posted conspicuously on the outer door of the place
of worship for two weeks next preceding the election or special meeting. Such
notice shall specify the place, day and hour of holding the election or special
meeting. The notice of the annual election shall also specify the name and term
of office of each warden and vestry member whose terms of office shall then
expire, or whose office shall then be vacant for any cause, and the office for
which each such officer is to be then elected. The notice of a special meeting
shall specify the matter or question to be brought before such meeting, and no
matter or question not specified in such notice shall be acted on at such
meeting.
Sec. 3.
Presiding Officer.
The
presiding officer of annual elections and special meetings of the corporation
shall be the rector, if there be one, or if there be none, or the rector be
absent, one of the wardens elected for the purpose by a majority of the duly
qualified voters present, or if no warden be present, a vestry member elected
in like manner. Such presiding officer shall be the judge of the qualifications
of the voters; shall receive the votes cast; and shall declare the result of
the votes cast. The presiding officer of such annual or special meeting shall
enter the proceedings of the meeting in the book of the minutes of the vestry,
sign his or her name thereto, and offer the same to as many qualified voters
present as he or she shall think fit, to be also signed by them.
Sec. 4.
Qualified Voters.
Persons of
the age of eighteen years or more belonging to the parish, who have been
baptized and are regular attendants of its worship and contributors to its
support for at least six (6) months prior to an annual election or a special
meeting of the corporation at which they are in attendance, shall be qualified
voters thereat.
Sec. 5.
Quorum.
One hundred
members qualified to vote, or one-tenth of the total number of members
qualified to vote, whichever number is less, shall constitute a quorum at an
annual or special meeting for the transaction of any business.
Sec. 6.
Voting.
The action
of an annual or special meeting upon any matter or question shall be decided by
a majority of the qualified voters voting thereon, but no votes may be cast by
proxy. The polls of an election shall continue open for one hour, and longer in
the discretion of the presiding officer or if required by a vote of a majority
of the qualified voters present and voting.
ARTICLE II
Vestry
Sec. 1.
Custody, Control and Administration of Temporalities.
The vestry,
as the board of trustees of the corporation, shall consist of the rector,
wardens and vestry members, and shall have the custody and control of all the
temporalities and property, real and personal, belonging to the corporation and
of the revenues therefrom, and shall administer the same in accordance with the
discipline, rules and usages of such corporation, the Protestant Episcopal
Church in the United States of America and the Diocese of New York, and in
accordance with the provisions of law relating thereto, for the support and
maintenance of the corporation or, providing the members of the corporation at
a meeting thereof shall so authorize, of some religious, charitable, benevolent
or educational object or objects conducted by the corporation or in connection
with it, or by the said Protestant Episcopal Church generally or in connection
with it, and the vestry shall not use such property or revenues for any other
purpose or divert the same from such uses.
Sec. 2.
Number, Qualifications and Terms.
The Parish
shall have two wardens and from 3 to 12 vestrypersons, which vestry members to
be elected by ballot from persons qualified to vote in the election at which
such officers are to be chosen, but no person shall be eligible for election as
warden, unless he or she be also a communicant in the Protestant Episcopal
Church. At each annual election, one warden shall be elected to serve for a
term of two years and one-third of the serving number of vestry members shall
be elected each to serve for a term of three years, and until their respective
successors are duly elected and qualified. If prior to an annual corporation
election, a vacancy shall have occurred in the office of warden or of vestry
member by reason of the death or the resignation or removal therefrom, of any
person elected, as hereinbefore provided, to such office, and there shall
remain unexpired at the time of such annual election at least one year of the
term for which such person was so elected, the unexpired portion of the term
then remaining shall be filled at such annual election.
Sec. 3.
Vacancies.
The vestry,
by majority vote of the remaining membership, if there be a quorum in office,
may, at any meeting thereof, fill a vacancy occurring in the office of a warden
or vestry member by death, resignation or otherwise than by expiration of term,
until the next annual corporation election, at which, if such vacancy would
continue thereafter, it shall be filled, as hereinbefore provided, for the
remainder of the unexpired term.
Sec. 4.
Limitation on Terms.
Any person,
the term of whose office as vestry member is about to expire on the date of any
annual corporation election then to be held and who shall have served in such
capacity continuously for a period of six years immediately preceding such
annual election, shall be ineligible to hold said office of vestry member for
one year next after his or her term of service, as aforesaid, shall have expired;
and any person whose term of office as warden is about to expire on the date of
any annual corporation election then to be held and who shall have served in
such last mentioned capacity continuously for a period of six years immediately
preceding such annual election, shall be ineligible to hold said office of
warden or the office of vestry member for one year next after his or her term
of service as warden, as aforesaid, shall have expired.
Sec. 5.
Meetings and Notices.
Regular
meetings of the vestry shall be held for the transaction of the usual matters
of parish business, and special meetings may be held whenever required for the
transaction of special matters of business, provided, however, that no meeting
of the vestry, whether regular or special, shall be held unless either all of
the members of the vestry are present, or three days' notice of the meeting
shall have been given to each member thereof, by the rector in writing either
personally or by mail, fax, or email ,
or, if there be no rector or the rector be incapable of acting, by one of the
wardens; except that twenty-four hours' notice of the first meeting of the
vestry after an annual election of the corporation shall be sufficient if the
meeting is held within three days after the election. If the rector refuses or
neglects to call a meeting of the vestry, the clerk of the vestry, on the
written request of at least two-thirds of all the wardens and vestry members,
shall call a meeting of the vestry by giving at least fifteen days' written
notice to be served on each member of the vestry personally; if personal
service cannot be had, notice to his or her last known place of residence.
Sec. 6.
Presiding Officer and Votes.
The
presiding officer of the vestry shall be the rector or if there be none, or the
rector be absent, the wardens who shall be called to the chair by a majority of
the votes, if both wardens be present; or the warden present, if but one be
present. At each meeting of the vestry each member' thereof shall be entitled to
one vote.
Sec. 7.
Meeting Transactions
(a) Quorum. In order that any business may be
transacted at a meeting of the Vestry, there must be a quorum constituted as
follows:
(i) The rector and at least a majority of the
whole number of wardens and vestry members, or
(ii) If the rector be incapable of acting to
call the meeting, or if having refused or neglected to call the meeting, the
meeting shall have been called by the clerk of the vestry as by Section 5 of
this Article provided, or if there be no rector, then one warden and one more
than a majority of the vestry' members or both wardens and a majority of the
vestry members, the rector, or
(iii) If the rector be absent from the diocese
and shall have been so absent for over four calendar months, or if the meeting
be called by the rector and the rector be absent therefrom or be incapable of
acting thereat, one warden and a majority of the vestry members or both wardens
and one less than a majority of the vestry members shall be present.
(iv) Action by Conference Telephone. Any one or
more members of the vestry or of any committee thereof may participate in a
meeting of the vestry or such committee by means of a conference telephone or
similar equipment that allows all persons participating in the meeting to hear
each other at the same time. Participation by such means shall constitute
presence in person at such a meeting.
(c) Action by Written Consent. Any action
required or permitted to be taken by the vestry or any committee thereof may be
taken without a meeting if all members of the vestry or of the committee
consent in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents thereto by the members of the vestry or
committee shall be filed with the minutes of the proceedings of the vestry or
committee.
Sec. 8.
Corporate Instruments.
All deeds,
contracts and other instruments of the corporation shall be executed under and
by direction of the vestry and shall be signed by such officer or officers as
may be specified by the vestry and, in a proper case, sealed with the corporate
seal attested by the clerk of the vestry.
Sec. 9.
Financial Obligations.
No
obligations or bills shall be contracted for the corporation, nor commitments
of any kind made or entered into on its behalf, nor disbursements made,
involving a liability or expenditure exceeding $200 dollars, by anyone
purporting to represent the corporation in an official capacity or otherwise,
except as specifically directed or approved by the vestry in advance, or as
specifically provided for as regularly accruing and recurring items of expense
in a budget duly adopted by the vestry and currently in effect. Notwithstanding
the foregoing, in case of emergency and if it be impossible or inexpedient to
call a meeting of the vestry, a commitment may be entered into, or an
indebtedness may be incurred, or a payment may be made, even though not so
authorized, for an amount not to exceed $1000 dollars, upon the approval of the
treasurer, or if the treasurer be incapacitated or absent, of the assistant
treasurer if there be one, and the concurrence of the two wardens, or if one of
the wardens be incapacitated or absent then of the other warden and one of the
members, or if both wardens be incapacitated or absent, then of any two
members. A report of any transaction consummated pursuant to the provisions of
this section shall be made at the next succeeding vestry meeting.
Sec. 10.
Restrictions on Major Acts.
The Vestry
shall not take any measure to effect the sale, mortgage, lease or other
disposition of
the real
property of the corporation, or the sale or disposition of the capital or
principal of the personal property of the corporation, nor take any action
which would impair the rights of the rector, unless the rector, if the parish
then have one, be present. Further, the vestry shall not make application to
any court for leave to sell, mortgage or lease for a term exceeding five years
any of the corporation's real property (as in such cases by law required)
without the consent of the Bishop of the Diocese of New York and of the
Standing Committee thereof,
provided,
however, that if the see be vacant, or if the Bishop be absent or unable to
act, the consent of the Standing Committee with their certificate of the
vacancy of the see or of the absence or disability of the Bishop shall suffice.
Sec. 11.
Investments.
Subject to
the limitations and conditions contained in any gift, devise or bequest, the
vestry may invest the funds of the corporation in such securities, investments,
or other property, real or personal, located within or without the state of New
York, as to it shall seem advisable, without being restricted to those classes
of securities that are lawful for the investment of trust funds under the laws
of the state of New York.
ARTICLE III
Clerk,
Treasurer, Assistant Treasurer and Counsel
Sec. 1.
Election of Clerk.
At the first
meeting of the members of the vestry after each annual corporation election, a
clerk of the vestry shall be elected from among the congregation to serve for
one year and until a successor is elected and qualified.
Sec. 2.
Duties of Clerk.
The clerk of
the vestry shall keep a record of the proceedings of the vestry, shall attest
to the minutes thereof and all corporate acts, shall preserve and have charge
of all papers and books (other than those of a fiscal character) and of the
seal of the corporation, and shall deliver the same to his or her successor,
or, if circumstances render it necessary, to the rector or, if there be none,
to the wardens. The clerk of the vestry shall sign, in his or her official
capacity and in the name of and on behalf of the corporation such contracts,
certificates, letters, communications and other documents and instruments as
from time to time he or she may be
specifically
directed by the vestry so to do.
Sec. 3.
Election of Treasurer.
At the first
meeting of the vestry after each annual corporation election, it shall elect a
treasurer, and may, in its discretion, elect an assistant treasurer, neither of
whom need be members of the vestry, to serve for one year and until their
respective successors are elected and qualified.
Sec. 4.
Duties of Treasurer
(a) General. The treasurer shall receive and
keep all funds paid to him or her
for the
purposes of the corporation. The treasurer shall deposit these funds in the
name of the corporation in the bank or banks, trust company or trust companies,
or other depository or depositories, which the vestry shall from time to time
designate. Except as otherwise provided in the by-laws or by resolution of the
treasurer, shall sign checks and drafts in connection with both the receipt and
payment of money, and on the order of the vestry shall sign or countersign, as
the treasurer may be directed, promissory notes, legal instruments or other
papers. The treasurer shall be responsible for the deposit and safekeeping in
banks, trust companies or other depositories, designated by the vestry, of all
permanent funds and all securities owned or held in trust by the corporation,
but only such institutions shall be so designated as are Federal or New York
State banks or Diocesan Corporations and as shall agree in writing, on behalf
of themselves as well as any nominee or nominees of theirs, to be responsible
for the safe return of the securities received, upon written demand made
therefore signed by any two of the following:
The rector;
A warden to be designated by the vestry;
The Treasurer.
Further, the treasurer shall make and keep
records of all trusts and permanent
funds
showing at least the following:
{i) Source and date.
(ii) Terms governing the use of principal and
income.
(iii) To whom and how often reports of
condition are to be made.
(iv) How the funds are invested.
(b) Property
and Liability Insurance. The treasurer shall keep the corporation's buildings
and contents insured against fire and other customary hazards and shall take
out public liability insurance on the corporation's premises and on its motor
vehicles, if any, and shall secure and maintain such other kinds of insurance
as from time to time may be reasonably required, all pursuant to the direction
of' and in amounts fixed by the vestry.
(c).
Indemnification. The corporation shall provide indemnification of its vestry
and officers to the fullest extent permitted by and in accordance with the
standards and procedures provided for in Sections 721 through 726 of the New
York State Not-For-Profit; Corporation Law.
(d) Reports.
At each regular meeting of the vestry, and at such other times as it may
request, the treasurer shall present a written statement of all funds received
and expended and of such other data as may be deemed pertinent or essential to
a showing of the then current financial condition of the corporation. At the
end of each calendar year, the treasurer shall prepare an annual report for
said year and present the same at the next ensuing annual corporation election.
At the termination of his or her service as such, the treasurer shall deliver
into the hands of his or her successor, or of the wardens, all moneys, books,
papers or other property of the corporation then in his or her hands or
possessions.
(e)
Assistant Treasurer. If an assistant treasurer shall have been elected as
permitted by these by-laws, he or she shall perform such duties, including
those of treasurer, as may be assigned from time to time by the vestry, or by
the treasurer with the vestry's approval. During the treasurer's absence or
disability, the treasurer's full powers and duties shall devolve upon the
assistant treasurer.
(f) Surety
Bond. The treasurer shall be required to give a good and satisfactory surety
bond or bonds for the faithful performance of his or her duties as such in an
amount to be determined by the vestry. Likewise, when specifically required by
the vestry, and, in any event where the funds to be handled by him or her at
any one time during the calendar year may exceed (note: no amount specified, noted by Fr. Brian 020701) dollars, the assistant treasurer, if one
be elected, shall give a similar bond or bonds for the faithful performance of
his or her duties as such in an amount to be determined by the vestry. The
expense incurred in procuring any such bond or bonds shall be borne by the
corporation.
(g) Audit.
As soon as conveniently may be done at the end of each calendar year and prior
to the next ensuing annual election of the corporation, the treasurer's books
and accounts for such year shall be audited by an independent Certified Public
Accountant, or such audit committee as shall be authorized by appropriate
diocesan authority, and a report thereof rendered to the vestry. If between
annual elections, a vacancy shall occur in the office of treasurer, a like
audit shall be made for the period beginning with the date as of which an audit
was last previously concluded and ending with the date that such vacancy
occurred, and a report thereof rendered to the vestry.
Sec. 5.
Counsel.
The vestry
may, in its discretion, appoint a member of the bar of the state of New York as
counsel to the corporation who shall be the legal advisor of the vestry in all
matters affecting the corporate status of the parish and the management of its
temporal affairs. The counsel need not be a member of the vestry.
ARTICLE IV
Committees
Sec. 1.
Standing and Special Committees.
The vestry
may authorize and discontinue from time to time such standing committees and
such special committees as it may deem advantageous, and define the duties and
powers of each and fix the number of members thereof. Unless otherwise
specifically provided upon the creation of a committee, membership thereon need
not be confined to members of the vestry. All appointments to committees, both
initially upon their organization and when vacancies shall have occurred, shall
be made by the rector, unless otherwise specifically ordered by the vestry.
Memberships of all standing committees shall terminate at the first meeting of
the vestry held after the annual corporation election each year or as soon
thereafter as the new members shall have qualified. The rector shall be
ex-officio a member of each standing committee.
Sec. 2.
Limitations:
The
prohibitions and restrictions and limitations contained in Sections 8 and 9 of
Article II of these by-laws shall apply to committees as well as to
individuals.
ARTICLE V
Vacancies in
Vestry Appointments
Vacancies
from any cause whatever in the office of clerk of the vestry, treasurer,
assistant
treasurer or
counsel, or in any membership appointment by the vestry to a committee,
occurring during the term for which such election or appointment was originally
made, may be filled by the vestry, by a majority vote, at any regular or
special meeting thereof.
ARTICLE VI
Duties of
Members of the Vestry and Officers of the Corporation
Sec. 1. Good
Faith and Diligence.
Members of
the vestry and officers of the corporation shall discharge the duties of their
respective positions in good faith and with that degree of diligence, care and
skill that ordinarily prudent persons would exercise under similar
circumstances in like positions. In the administration of the powers to make
and retain investments pursuant too Section 512 of the State of New York
Not-For-Profit Corporation Law, the vestry shall consider among other relevant
factors the long- and short-term financial needs of the corporation, its
present and anticipated financial requirements, expected total return on its
investments, price level trends, and general economic conditions.
Sec. 2. Reliance Upon Financial Statements
In
discharging their duties the members of the vestry and the officers of the
corporation, when acting in good faith, may reply upon financial statements of
the corporations represented to them to be correct by the treasurer or other
officer of the corporation having charge of its books of accounts, or stated in
a written report by an independent public or certified public accountant or
firm of such accounts fairly to reflect the financial condition of the
corporation.
ARTICLE VII
BUDGET
Sec .
1. Preparation and Adoption
An officer
or committee designated by the vestry annually shall prepare and submit to the
vestry, by a date in the then current calendar year fixed by the vestry and
subsequent to September 30 of that year, an itemized statement of the
anticipated expenditures of the parish for corporate purposes for the year
beginning January first next ensuing, which statement, so submitted, shall be
subject to revision by the vestry. Upon said statement having been adopted by
the vestry, either in revised or unrevised form, it shall become the tentative
budget of the corporation expenditures for the said calendar year next ensuing.
Thereafter, and following the annual solicitation of subscriptions to the
corporation from persons desiring to contribute to its support for the said
ensuing year, the vestry, at a meeting held not later than the thirty-first
(31st) day of December of the then current year, shall adopt in final and
complete form, a budget of anticipated income and expenditures for the year
beginning January first next ensuing.
Sec. 2. Control and Revision
The budget
as so adopted in final and complete form shall control the operations of the
corporation during the calendar year \for which it was adopted, subject to the
control and direction of the vestry. The vestry may revise and re-adopt the
budget at any time or times during the year for reasons deemed sufficient by an
affirmative vote of not less than two-thirds of the vestry membership.
ARTICLE VIII
Access to
Safe Deposit Boxes
All safe
deposit companies shall be designated by the vestry and the terms of rental of
any vault space shall limit access thereto to any two, but not less than two,
of the following:
The Rector or Priest-in-Charge
A Warden to be designated by the vestry
the Treasurer
ARTICLE IX
Seal
The
corporate seal of the corporation shall be in the form impressed upon the
margin opposite to this Article IX, to wit: Two concentric circles, the outer
containing the words "St. James Church, Dover Plains and the inner the
words "Incorporated (Year)(County), NY "
ARTICLE X
Order of
Procedure
The order of
procedure at all meetings of the vestry shall generally be as follows, changes
being made by the Presiding Officer as needed:
a. Call to order
b. Prayer
c. Roll Call
d. Selection of the Presiding Officer if the
Clergyperson in authority be absent
e. Reading of the Minutes (which may be
dispensed by majority vote)
f. Report of the Treasurer (the treasurer
need not be present, except as requested, if s/he
is not as Vestrymember)
g. Report of the Clerk of the vestry
h. Report of the Standing Committees
i. Report of the Special Committees
j. Communications from the priest
k. Unfinished (Old) Business
l. New Business
m. Prayer
n. Adjournment
note:
Additional special reports from officers, such as wardens, and committees, such
as the Stewardship Committee, may be added to the agenda from time to time.
NOTE: all
vestry meetings are open unless otherwise so specified by the vestry.
Parishioners may attend and speak if given leave by the Presiding Officer.
ARTICLE XI
Amendments
and new By-Laws
These
by-laws may be amended or new by-laws adopted by the vestry at any meeting
thereof at which a quorum is present by the vote of at least two-thirds of the
members present, provided that written notice embodying such proposed
amendments or new by-laws shall have been openly given at a previous meeting of
the vestry and also in the notice of that meeting at which such amendments or
new by-laws are to be acted upon.
Oct. 1997