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Our Bylaws
ST. JAMES EPISCOPAL CHURCH BYLAWS ARTICLE I OFFICE The registered office of St. James Episcopal Church (“St. James”) shall be 401 LaGrange Road in the City of Pewee Valley, County of Oldham, State of Kentucky. St. James acknowledges and adheres to the authority of the Canons of the Diocese of Kentucky and the Constitution and Canons of the General Convention of the Protestant Episcopal Church in the United States of America. The Bylaws shall be in agreement with the Canons of the Diocese of Kentucky. In any area of conflict, the Canons of Diocese of Kentucky shall have authority. ARTICLE II MEETING OF THE CONGREGATION Section 1. All meetings of the Congregation for the election of the Vestry shall be held at such place within the Diocese of Kentucky as shall be designated from time to time by the Vestry and stated in the notice of the meeting. Meetings of the Congregation for any other purpose may be held at such time and place, within the Diocese of Kentucky, as shall be stated in the notice of the meeting. Section 2. Annual meetings of the Congregation, commencing with the year 2005, shall be held on the third Sunday of January, or at such other date and time as shall be designated from time to time by the Vestry; and stated in the notice of the meeting, at which the communicants in good standing shall elect, by a plurality vote or such other method(s) as deemed appropriate by the Vestry, members of a Vestry and transact such other business as may be properly be brought before the meeting. The Rector shall preside at all duly called meetings of the Congregation. In case of a vacancy in the rectorship, the Senior Warden shall arrange for and preside at such meetings. Section 3. Written Notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each communicant not less than ten nor more than forty days before the date of the meeting. Notice in the Church Newsletter may constitute such written notice. Section 4. The following persons, and they alone, shall be competent voters at all meetings of the Congregation and the election of the Vestry members: communicants in good standing, over the age of sixteen years, and who have in some way contributed to the support of the parish and the Standing Committee of the Diocese of Kentucky, whose judgment shall be final. Section 5. Special meetings of the Congregation, for any purpose or purposes, unless otherwise prescribed by statute, Canon law or by Articles of Incorporation, may be called by the Rector and shall be called by the Rector at the request in writing of a majority of the Vestry, or at the request in writing of a majority of those communicants who would be legal voters, as defined in paragraph 4 hereof, at such a meeting. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than forty days before the date of the meeting, to each communicant entitled to vote at such meeting. Individual notice mailed to each such communicant’s home shall constitute such written notice. Section 7. Business transacted at any special meeting of the Congregation shall be limited to the purposes stated in the notice. Section 8. When a quorum is present at any meeting, the vote of a majority of those present having voting power shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes, Canon law, or the Articles of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 9. Unless otherwise provided in the Articles of Incorporation, each legal voter, as previously described, shall, at every meeting of the Congregation, be entitled to only one vote. No vote shall be by proxy, and cumulative voting is not allowed. ARTICLE III THE VESTRY Section 1. The business of St. James shall be managed by its Vestry, which shall have the obligation to provide for, and regulate, its temporal affairs, to make arrangements for the support of its Rector, to cooperate with him or her for the promotion of the spiritual welfare of his or her cure, and in the event of his or her death, resignation, or removal, to notify the Bishop without delay, and to supply his or her place as soon as possible, and may exercise all such powers and do all such lawful acts and things as are not, by statute, Canon law or by the Articles of Incorporation or by these bylaws, directed or required to be exercised or done by the Congregation. Section 2. The total number of members which shall constitute the whole Vestry shall be eleven, including one Youth Member, effective the end of the Annual Meeting of the Congregation, 2005, out of the number of communicants in good standing of the Parish over the age of sixteen years, except as provided in Section 3 of this Article, and each person elected to the Vestry shall hold office for a term of three years from the date of his or her election, except for the Youth Member whose term shall be for one (1) year, unless being elected to fill an unexpired term where such vacancy is not filled pursuant to Section 3 of this Article. Each person elected to the Vestry shall be ineligible for reelection thereto for a period of one year from the date of the expiration of his or her term in office. Provided, however, that if any person is chosen by the Vestry to fill a vacancy thereon, as provided in Section 3 of this Article, or by the Congregation pursuant to this Section, and the time remaining in said unexpired term is not more than eighteen months, said person shall be eligible for reelection to the Vestry upon the expiration of the term of the office he or she was appointed to fill. The Vestry shall elect three communicants of the Parish as judges of the election, and shall fix the time and place thereof. Two of such three judges shall be a quorum to conduct the election, and the judges shall keep a record of the names of the voters, count the ballots, or cause the same to be done, and declare the result. Section 3. Vacancies may be filled by a vote of a majority of the members of the Vestry then in office, though less than a quorum, and members so chosen shall hold office for the unexpired term, unless sooner displaced. When a vacancy on the Vestry occurs, then the Congregation’s vote totals from the most recent Annual Meeting shall be reviewed and the person(s), in order, who did not then obtain sufficient plurality votes for a Vestry position shall first be offered the opportunity to fill such vacancy. In the event no such person is so qualified, then the Vestry may elect any member of the Parish who is otherwise qualified to serve pursuant to Section 2 above, and otherwise under the Canons of the Diocese of Kentucky. In case so many of the Vestry shall offer their resignation that, were all such resignations accepted, the members remaining in the Vestry would be reduced below the legal and canonical limit, then the Vestry shall act upon each resignation separately, and proceed to fill the vacancy so caused before considering any other resignation, so that at no time shall the Parish be deprived of a legal and canonical Vestry. Provided, however, that if there are at any time less than three members of the Vestry in office, then an election of new members of the Vestry shall be held at a meeting of the Congregation, duly called as provided. MEETINGS OF THE VESTRY Section 4. The Vestry may hold meetings, both regular and special, at any location within the Diocese of Kentucky. Section 5. Regular meetings of the Vestry may be held without notice, other than the resolution fixing the time and place thereof. Section 6. Special meetings of the Vestry may be called, upon reasonable oral notice by the Rector, or by the Wardens, acting jointly, or by a majority of the members of the Vestry upon reasonable written notice to the Rector, Wardens and other Vestry members. Section 7. At all meetings of the Vestry a majority of the members shall constitute a quorum for the transaction of business and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Vestry, except as may be otherwise specifically provided by statute, Canon law or by the Articles of Incorporation. If a quorum shall not be present at any meeting of the Vestry, the members present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 8. If any person elected to the Vestry shall refuse to attend its meetings or refuse to serve on any committee, the Vestry may declare his election void and proceed to elect a successor to serve his unexpired term. If any person elected to the Vestry is present at less than half of the regularly scheduled Vestry meetings within a 12 month period, regardless of reason, the Vestry will accept his or her resignation or declare his or her election void and proceed to appoint a successor to fill the unexpired term. Section 9. The current standing committees of the Vestry and their duties are as follows: Stewardship and Finance Committee: The Senior Warden shall oversee the Stewardship and Finance Committee. If the Senior Warden chooses not to oversee the Committee, the Rector shall appoint a member of the Vestry to oversee the committee with approval of the Vestry for one year. This Committee will oversee committees such as: (1) The development of the budget, (2) Stewardship drive, (3) Endowment Fund, (4) audits, (5) special funding, (6) wills and bequests, (7) Personnel Committee and (8) reviewing bylaws. Building and Grounds Committee: The Junior Warden shall oversee the Building and Grounds Committee. If the Junior Warden chooses not to oversee the Committee, the Rector shall appoint a member of the Vestry or the congregation to oversee the committee with the approval of the Vestry for one year. This Committee will oversee committees such as: (1) the repair and maintenance on all property, (2) the care of the grounds (3) replacement/repair of broken or badly worn fixtures and property, (4) improvements and (6) maintaining an ongoing inventory of all non-cash assets which are valued at over $100.00. This inventory will be reviewed and verified in odd-numbered years. Christian Education Committee: A member of the Vestry, appointed by the Rector, shall serve as liaison between the Christian Education Committee and the Congregation. This committee will oversee committees such as: (1) Church school, (2) Youth Groups, (3) Nursery, (4) Children’s Chapel, (5) Adult Education (6) Confirmation and (7) Wednesday Evening Program. Worship Committee: A member of the Vestry, appointed by the Rector, shall serve as liaison between the Worship Committee and the Congregation. This committee will serve only at the request of the Rector and will oversee organizations such as (1) Acolytes, (2) Altar Guild, (3) Lay Readers, (4) Chalice Administrators, (5) Liturgy Committee, and (6) Music Program. Outreach Committee: A member of the Vestry, appointed by the Rector, shall serve as liaison between the Outreach Committee and the Congregation. This committee will oversee committees or programs such as the present (1) Outreach Committee, (2) Ecumenical activities, (3) Publicity/Marketing and (4) Communication. InReach Committee: A member of the Vestry, appointed by the Rector, shall serve as liaison between the InReach Committee and the Congregation. The Committee will oversee such committees and programs as (1) Parish Life, (2) New Member Incorporation, (3) Foyer Groups, (4) Athletic Teams, (6) Kitchen Committee, (7) Women of the Church and (8) Ushers/Greeters. The Vestry may, if it deems it appropriate, create other committees and serve as liaison thereto. The number, terms and qualification of members and duties of such additional committees shall be established by the Vestry. Section 10. The Wardens, Treasurer and Rector together shall act as Executive Committee and shall be empowered to make decisions between Vestry meetings. Any decisions made shall be reported at the next meeting of the Vestry. Such decision making will be limited as follows: Decisions will not change policy already established by the Vestry, or will not create a financial obligation in excess of $500.00 except as otherwise authorized by the Vestry. ARTICLE IV NOMINATING COMMITTEE Section 1. The Nominating Committee shall consist of the vestry members appointed by the Vestry. If this number is less than four (4) the Vestry shall appoint from non-vestry members of the parish, sufficient members to the committee to bring the membership to four (4). They shall not be eligible for election to any office to which the committee provides nominees. Section 2. The responsibilities of the Nominating Committee shall include soliciting from the parish, names of parishioners interested in serving in elective office (self-nomination is permissible and encouraged). It shall provide a list of willing candidates to serve on the Vestry who meet the following minimum requirements: communicant in good standing, someone who has shown a commitment to St. James by being a regular contributor of their time, talent and treasure according to their ability, is a regularly pledging member according to their financial ability to pledge, a commitment to attend all meetings of the Vestry unless for good cause prevented and someone who brings specific gifts and talents which can provide for the successful working of the Vestry. ARTICLE V NOTICES Section 1. Whenever, under the provision of the statutes, Canon law, the Articles of Incorporation or these bylaws, notice is required to be given to the members of the congregation, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to each of such members, at his or her address as it appears on the records of St. James, with postage thereon prepaid, delivered via electronic mail or conspicuously placed within the common areas of the church, offices and/or parish hall and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Section 2. Whenever any notice is required to be given under the provisions of the statutes, Canon law, the Articles of Incorporation or these bylaws, a waiver, signed by the person or persons entitled to said notice, shall operate as a waiver thereof. All notices shall be deemed delivered upon the placing of same in the U.S. Mail, postage prepaid, or as otherwise provided for above in Section 1. ARTICLE VI OFFICERS Section 1. At the first meeting of the Vestry following an Annual Meeting of the Congregation, the Vestry shall elect, out of its own number, a Senior Warden, Junior Warden, Secretary and Treasurer. It is not necessary for the Treasurer to be a member of the Vestry. The Vestry may designate additional officers as it deems appropriate who shall not be required to be members of the Vestry. The terms, qualifications and duties of such additional officers shall be established by the Vestry. Section 2. The officers shall hold office until their successors are chosen and qualify. Any officer elected by the Vestry may be removed at any time by the affirmative vote of a majority of the Vestry. Any vacancy occurring in any office shall be filled by the Vestry. THE RECTOR Section 3. The Rector shall be ex-officio a member of the Vestry and its presiding officer. He or she may originate motions and enter into debate thereon; but when doing so, he or she shall call upon one of the Wardens or a member of the Vestry to take the chair. In the absence of or at the request if the Rector, the Senior Warden shall preside; in the absence of both the Rector and Senior Warden or at their request, the Junior Warden shall preside; in the absence of the Rector and Wardens, the Vestry may elect its presiding officer pro tempore. The Rector, or the presiding officer, if voting as a member of the Vestry, shall have no casting vote in case of a tie. In the case of a tie, the motion shall be tabled until the next regularly scheduled meeting of the Vestry or, if the circumstances so require, a special meeting. THE SENIOR WARDEN Section 4. The Senior Warden shall preside at all meetings of the Congregation and the Vestry, in the absence of or at the request of the Rector, and shall see that all orders and resolutions of the Vestry are carried into effect. Section 5. The Senior Warden shall execute all bonds, mortgages, contracts, documents and other papers on behalf of St. James, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Vestry to some other officer. Section 6. The Senior Warden shall serve as a liaison between the Rector and Congregation as the representative of the Rector and shall make every effort to keep up-to-date on all financial and property matters of the Parish. THE JUNIOR WARDEN Section 7. In the absence of the Senior Warden or in the event of his inability or refusal to act, the Junior Warden shall perform the duties of the Senior Warden, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Senior Warden. Section 8. The Junior Warden shall serve as a liaison between the Rector and Congregation as the representative of the members of the Congregation. SECRETARY Section 9. The Secretary shall attend all meetings of the Vestry and all official meetings of the Congregation and record all the proceedings of such meetings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall file, or cause to be given, notice of all meetings of the Congregation and shall perform such other duties as may be prescribed by the Vestry. THE TREASURER Section 10. The Treasurer shall have the custody of all Parish funds, except the St. James Discretionary Fund, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Parish and shall deposit all monies and other valuable effects in the name and to the credit of the Parish, in such depositories as may be designed by the Vestry. All of these accounts and records shall be kept in accordance with the accepted accounting practices of the Episcopal Church and the Vestry of this Parish. The Treasurer, if not an elected member of the Vestry, shall be an ex-officio member of the Vestry, and shall have voice but not vote. Section 11. The Treasurer shall disburse the funds of the Parish as may be ordered by the Vestry, taking proper vouchers for such disbursements, and shall render to the Rector and Vestry, at its regular meetings, or when the Vestry so requires, an account of all his transactions as Treasurer and of the financial condition of the Parish. Section 12. The Assistant Treasurer shall if appointed by the Vestry, assist the Treasurer in his or her duties, perform such duties upon the inability or refusal of the Treasurer to act, and perform such other financial functions upon the request of the Rector and the Stewardship and Finance Committee. THE CHANCELLOR Section 13. The Chancellor, if appointed by the Vestry shall provide such professional counsel and services or supervise the provisions of professional counsel and services as may be requested and required by the Rector or by the Executive Committee of the Vestry. The Chancellor shall, normally, be a lawyer, and if not an elected member of the Vestry, shall be an ex- officio member of the Vestry, and shall have voice but not vote. ARTICLE VII ENDOWMENT FUND Section 1. The Endowment Fund shall be supervised and administered by the Endowment Committee. Such Committee shall report to the Senior Warden. Section 2. The Endowment Committee shall consist of three members of the Congregation, each a communicant in good standing and over the age of twenty one years. Each member of the Committee should have experience with business, finance and investments. Section 3. Members of the Committee shall be nominated by the Vestry with election by the Congregation at the Annual Meeting. Each member of the Committee shall serve for a term of three years. One member shall be elected by ballot at each Annual Meeting, unless more vacancies exist. ARTICLE VIII GENERAL PROVISIONS ANNUAL STATEMENTS Section 1. The Rector, Treasurer and various organizations of St. James shall present at each Annual Meeting of the Congregation a full and clear statement of all money handled and work done since the last Annual Meeting. CHECKS Section 3. All checks or demands for money and notes of St. James shall be signed by such officer or officers or such other person or persons as the Vestry may from time to time designate. CEMETERY The Cemetery located upon St. James’ grounds shall be provided for and administered by the Vestry. It is the intent of the Vestry and St. James church that the cemetery shall be provided for in perpetuity according to the rules and regulations that are, from time to time, promulgated by the Vestry. All rules and regulations concerning the cemetery shall be published to the Congregation. The Vestry shall act as liaison between the Cemetery committee and the Congregation. FISCAL YEAR Section 4. The fiscal year of St. James shall begin on the first day of January and end on the thirty first day of December each year. AUDIT Section 5. All accounts having to do with receipt and expenditure or investment of money of all parish organizations shall be audited at the close of each year by a certified public accountant or an independent licensed public accountant. A copy of the audit report, or a summary thereof prepared by the auditor, shall be made available upon request by the parish to each family in the Congregation. ARTICLE IX AMENDMENTS Section 1. These bylaws may be altered, amended or repealed, or new bylaws may be adopted by the Vestry at any regular or special meeting thereof, provided, however, that any change, repeal, or amendment to these bylaws or new bylaws shall also require ratification by a majority vote of the Congregation at either the Annual Meeting or a Special Meeting called for such purpose. Section 2. Further, these bylaws may be amended by the joint concurrence of the Vestry and the Congregation at the Annual Meeting or at a Special Meeting, where the notice of the meeting includes the general subject of the proposed amendment. Section 3. In the event of the insertion of a new article, or a new section or clause in an article, or of the repeal of an existing article, or of a section or clause, the numbering of the articles, or of a division of an article which follow shall be changed accordingly without the necessity of enacting an amendment or amendments to that effect. WHEREFORE, by their signatures below, the members of the Vestry hereby adopt, ratify and affirm these Bylaws this __________ day of _______________, 200__ __________________________ ________________________ __________________________ ________________________ __________________________ ________________________ __________________________ ________________________ __________________________ ________________________ __________________________ ________________________ __________________________ ________________________ |