BY LAWS of St. Mary’s Episcopal Church, Manhattanville
Table of Contents
ARTICLE I: ANNUAL ELECTIONS AND SPECIAL MEETINGS…………………………………………… 2
ARTICLE II: WARDENS AND VESTRY…………………………………………………………………………….
ARTICLE III: CLERK, TREASURER, AND ASSISTANT TREASURER…………………………………… 5
ARTICLE IV: COMMITTEES………………………………………………………………………………………….. 7
ARTICLE V: VACANCIES IN VESTRY APPOINTMENTS…………………………………………………….
ARTICLE VI: DUTIES OF MEMBERS OF THE VESTRY AND OFFICERS OF THE CORPORATION
ARTICLE VII: BUDGET………………………………………………………………………………………………… 8
ARTICLE VIII: ORDER OF PROCEDURE AT VESTRY MEETINGS………………………………………. 8
ARTICLE IX: AMENDMENTS AND NEW BY‑LAWS………………………………………………………….. 9
ARTICLE I: Annual MEETINGS AND Elections, and Special Meetings
Sec. 1. Date: The annual meeting and elections of St. Mary’s Episcopal Church, Manhattanville, shall be held annually on the first Sunday in March, 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 meeting and elections 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 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 belonging to the parish, who have been baptized, and are regular attendants at worship, and contributors of record within the last 12 months prior to the meeting, shall be qualified voters.
Sec. 5. Quorum. One‑tenth of the total number of members qualified to vote 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-half 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: WARDENS AND VESTRY
Sec. 1. Custody, Control and Administration of Temporalities. The vestry 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 St. Mary’s Episcopal Church, Manhattanville, 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 church or, providing the members of the vestry shall so authorize, of religious, charitable, benevolent or educational purposes 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.
In addition, the wardens are responsible for the parish when rector’s position is vacant or if the rector is incapacitated. In particular, they are to see that services of public worship continue in the absence of the rector. The specific responsibilities of the wardens as described in canon law are:
Canon 9.3.a.1 “When a Parish is without a Rector, the Wardens or other officers shall promptly notify the Ecclesiastical Authority in writing”
Canon 9.3.a.3 “Written notice of the election of a Rector, signed by the Wardens, shall be forwarded to the Ecclesiastical Authority.”
Sec. 2. Number, Qualifications and Terms. The Parish shall have two wardens and nine vestry members, to be elected by ballot from members in good standing of the parish. At each annual election, one warden shall be elected to serve for a term of two years and three vestry members shall be elected each to serve for a term of three years, and until their respective successors are duly elected and qualified.
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. 5. Limitation on Terms. Any person, the term of whose office as warden or 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 two terms immediately preceding such annual election, shall be ineligible to hold the same office for one year next after his or her term of service, as aforesaid, shall have expired.
Sec. 6. 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, or by electronic communication, 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 wardens or clerk of the vestry, on the written request of at least one-half 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, then upon such member by mailing the notice to his or her last known place of residence, or by electronic communication.
Sec. 6. Presiding Officer and Votes. The presiding officer of the vestry shall be the rector. If there is no rector, or the rector is absent, the most senior warden who is present shall preside. If no wardens are present, the vestry shall elect a presiding officer by majority vote. 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 of at least six members from the Vestry and the Wardens. The Rector is not counted for the purpose of achieving a quorum.
(b) 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 or resolution required or permitted to be taken by the vestry or any committee thereof may be taken without a meeting, providing that all the members of the vestry or of the committee consent in writing or by electronic communication to the act of voting on the action or resolution without a meeting. Such actions or resolutions shall pass by the written consent of the majority of those on the vestry or committee. The actions or resolutions, 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 legal instruments 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.
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 their number 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 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 assistant treasurers, none 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 vestry, 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:
A warden to be designated by the vestry;
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 ______ 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.
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 or 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 to Section 512 of the New York State Not‑for‑Profit Corporation Law and to appropriate appreciation pursuant to section 513 of that 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 officers of the corporation, when acting in good faith, may rely upon financial statements of the corporation 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 accountants 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, before the annual meeting, an itemized statement of the anticipated expenditures of the parish for corporate purposes for the year beginning January first next ensuing, which statement, as 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 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 said statement shall be adopted in final and complete form by majority vote at the annual meeting.
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 direction and control of the vestry. The vestry may revise and re‑adopt the budget at any time or times during such year for reasons deemed sufficient by an affirmative vote of not less than two‑thirds of the vestry membership.
ARTICLE VIII: Order of Procedure at Vestry Meetings
The order of proceeding at all meetings of the vestry shall be as follows:
(a) Call to order
(c) Roll call
(d) Selection of the presiding officer if the rector and wardens are absent
(e) Reading of the minutes
(f) Report of the treasurer
(g) Report of standing committees
(h) Report of special committees
(i) Communications from the rector
(j) Unfinished business
(k) New business
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.
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.