St. Mark s Episcopal Church Bylaws
PREAMBLE These Bylaws govern the organizational and business affairs of St. Mark s Episcopal Church in the Episcopal Diocese of Virginia, in Alexandria, Virginia ( St. Mark s ). These Bylaws are used to establish the job of the Vestry, organizational plan, policies and procedures for St. Mark s in the areas of church management. These Bylaws adhere to The Episcopal Church, the Canons of the Episcopal Diocese of Virginia, and other policies or guidance of The Episcopal Church. ARTICLE I: MEMBERS AND MEETINGS OF MEMBERS Section 1.1. Members. A. The members of St. Mark s Church (the Members ) must be all persons qualifying for membership in The Episcopal Church under Canon I.17 of the Canons of the General Convention of The Episcopal Church (the General Convention Canons ), whose membership has been duly recorded in the Register of the Parish. B. The voting members of St. Mark s Church (the Voting Members") must be all Members who are at least 16 years of age and communicants in good standing (as provided in Canon I.17 of the General Convention Canons), whose membership has been duly recorded in the Register of the Parish. Section 1.2. Annual Meeting. A. The annual meeting of St. Mark s (the Annual Meeting ) will be held on a Sunday in January of each year at such time and place as may be appointed by the Vestry. B. At the Annual Meeting, the Voting Members will elect such Vestry members as may be necessary, and take such other actions as requested by the Rector or Vestry. C. The Vestry will present an approved budget at the Annual Meeting. D. Only Voting Members are qualified to vote at the Annual Meeting. ARTICLE II: THE VESTRY Section 2.1. General Powers and Duties. A. Subject to the provisions and requirements of Canon 12 of the Diocesan Canons, the temporal affairs of St. Mark s including approval of the annual budget, must be managed by the elected members of the Vestry. B. Routine corporate matters of St. Mark s may be acted upon, without prior notice, during any regular meeting of the Vestry. St. Mark s Bylaws FINAL Jan 20, 2019 Page 2 of 6
Section 2.2. Number, Selection, and Tenure of Vestry Members. A. There will be 9 members of the Vestry, elected in three-member classes for staggered terms of three years each, and no Vestry member shall be eligible for election to more than two (2) full terms consecutively. B. Nominations for vacancies of any retiring Vestry members will be made by a nominating committee consisting of the Rector, the Senior Warden, and any retiring Vestry members. C. Nominations may also be made from the floor of the Annual Meeting, but such nominations require prior written consent of the person being nominated. D. Unexpired terms shall be filled at the discretion of the Vestry. Section 2.3. Meetings. A. Meetings of the Vestry will be held at such time and place as may be appointed by the Rector. Section 2.4. Conduct of Meetings. A. Meetings of the Vestry will conform to Robert s Rules of Order (Revised) and/or such other rules of procedure as the Vestry may from time to time specify. B. Meetings of the Vestry may be conducted by telephonic means as well as in person. C. On occasion, at the direction of the Rector or Senior Warden, members of the Vestry may approve any act, either telephonically or electronically, which otherwise might have been taken at a duly constituted meeting, provided that such action taken is recognized in the minutes of next regularly scheduled meeting. D. Members of St. Mark s and other guests are, by Virginia Freedom of Information Act, welcome to attend Vestry meetings. E. Members of St. Mark s and other guests may address the Vestry when called upon. F. Only the Rector and Vestry members can attend an Executive Session of the Vestry. Section 2.5. Committees. A. The Vestry must establish a Finance Committee as required by Canon 25 of the Diocesan Canons. B. The Finance Committee will present a six-month summary report at the August Vestry meeting with a review of the budget, income, and expenditures through June of the reporting year. C. The Vestry may, from time to time, create such other committees, ministries and programs, as may be necessary or appropriate to conduct the affairs of St. Mark s. Such committees may include the Members other than Vestry members. D. All such committees will be supervised by and responsible to the Vestry. The Vestry may move to discharge a committee at any time. St. Mark s Bylaws FINAL Jan 20, 2019 Page 3 of 6
Section 2.6 Transparency A. A copy of all Bylaws will be available in the Parish Office and on the St. Mark s website at all times. ARTICLE III: OFFICERS Section 3.1. Number, Tenure, Selection, and Qualifications. A. The officers of St. Mark s are the Senior Warden, Junior Warden, Register (Clerk), and Treasurer. B. All officers will be elected by the Vestry at the first regularly scheduled Vestry meeting following the Annual Meeting. C. Newly elected officers shall take office on the day following the meeting at which they are elected, and they shall hold office for a period of one year or until a successor has been elected and qualified. D. The Vestry will fill any vacancy in any office for the unexpired portion of the term that has become vacant. E. All officers will be Voting Members of St. Mark s. F. The Senior Warden and the Junior Warden must be members of the Vestry. G. Vestry member may be removed from the Vestry for any of the following reasons: 1. Failure to continue as a communicant in good standing. 2. Unexcused absences from 3 consecutive Vestry meetings. 3. Failure to perform faithfully and diligently the duties of Vestry enumerated in the Canons or Bylaws. Section 3.2. Duties. A. The officers of St. Mark s shall duly and faithfully perform all of the duties and obligations required of them by the Diocesan Canons, together with such further duties as may, from time to time, be prescribed by the Rector and/or Vestry. Section 3.3. Treasurer s Report. A. By the tenth of each month, the Treasurer will present the Rector and the Senior Warden with a treasurer s report based on diocesan standards. ARTICLE IV: TRUSTEES Section 4.1. Number, Tenure, Selection, and Qualifications. A. There will be three Trustees of St. Mark s appointed by the Vestry. B. Each Trustee is a voting Member of St. Mark s and at least 18 years of age. C. The Vestry will select a replacement for any vacancy in the office of Trustee. Section 4.2. Powers and Duties. A. Subject to the provisions and requirements of Canon 15 of the Diocesan Canons, the Trustees will hold title, on behalf of St. Mark s, to all land and the improvements St. Mark s Bylaws FINAL Jan 20, 2019 Page 4 of 6
thereon, which are owned or leased by St. Mark s, and must be responsible for executing any deeds, mortgages, bonds, contracts, or other instruments relating to real property which the Vestry has authorized to be executed, and such other duties as may be prescribed, from time to time, by the Vestry or by the laws of the Commonwealth of Virginia. Section 4.3. Execution of Trustees' Duties. A. Execution of any act, power, or duty required or allowed to be carried out by one or more of the Trustees must be approved or ratified by a majority of the Trustees then in office. ARTICLE V: DELEGATES TO DIOCESAN COUNCIL AND REGIONAL COUNCIL Section 5.1. Number, Tenure, Selection, and Qualifications. A. The Vestry will annually (not later than March 1 of each year) elect lay delegates and alternate delegates to represent St. Mark s at the Convention of the Diocese of Virginia, pursuant to Article III of the Constitution of the Episcopal Church of the Diocese of Virginia (the Diocesan Constitution ), and to any Regional Council, pursuant to Canon 8 of the Diocesan Canons. All designated delegates are considered Voting Members of St. Mark s. Section 5.2. Duties. A. Each lay delegate and alternate delegate will perform such duties as may be required under the Diocesan Constitution and Canons and must, at least annually, report to the Vestry with respect to the proceedings of the Diocesan Convention and Regional Council. ARTICLE VI: CONTRACTS, CHECKS, AND DEPOSITS Section 6.1. Contracts. A. The Vestry may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of or on behalf of St. Mark s. Such authority may be general or confined to specific instances. Section 6.2. Checks, Drafts, and Other Negotiable Instruments. A. All checks, drafts, and other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of St. Mark s shall be signed by such officer or officers, or by such agent or agents, of St. Mark s as determined by the Vestry. St. Mark s Bylaws FINAL Jan 20, 2019 Page 5 of 6
Section 6.3. Deposits. A. All funds of St. Mark s not otherwise employed must be deposited to the credit of St. Mark s in interest-bearing accounts, in such banks, trust companies, or other depositories directed by the Vestry. ARTICLE VII: MISCELLANEOUS Section 7.1. Fiscal Year. A. The fiscal year of St. Mark s will begin on the first day of January and end on the thirtyfirst day of December in each year. Section 7.2. Prerogatives of the Rector. A. Nothing in these Bylaws is intended in any way to interfere with or contravene the power and duties of the Rector or other clergy as set forth in the General Convention Canons or in the Diocesan Constitution or Canons. Section 7.3. Supremacy Clause. A. These Bylaws are subject and subordinate in all respects to the provisions and requirements of the Constitution and Canons of the Episcopal Diocese of Virginia and the General Convention Canons and the Constitution of The Episcopal Church, and no Bylaws may be adopted contrary to their provisions. 1. Constitution and Canons of Diocese of VA (2017) Specifically, Canon 11, 12, 13 and 15. (located on Diocesan website): http://www.thediocese.net/customer-content/www/cms/files/cc_2017_english_use_this.pdf 2. Constitution and Canons of The Episcopal Church (2015) (located on Diocesan website) http://www.thediocese.net/customer-content/www/cms/files/2015_candc_-_for_website.pdf ARTICLE VIII: Adoption and amendments Section 8.1. Adoption and Amendments. A. These Bylaws may be adopted, amended, altered, or repealed by a majority vote of the Vestry. New Bylaws must be adopted by an affirmative vote of a majority of the Vestry. B. Bylaws will be binding upon the Rector and Vestry until repealed or amended, as long as they are consistent with federal, state, or local law, and The Episcopal Church and the Canons of the Episcopal Diocese of Virginia. St. Mark s Bylaws FINAL Jan 20, 2019 Page 6 of 6