BYLAWS ST. PAUL S EPISCOPAL CHURCH WILLIAMSVILLE, NEW YORK ARTICLE I VESTRY ELECTION PROCEDURES

BYLAWS ST. PAUL S EPISCOPAL CHURCH WILLIAMSVILLE, NEW YORK ARTICLE I VESTRY ELECTION PROCEDURES Section A. Annual Election The annual election of St. Paul's Episcopal Church shall be held on such date in January of each year that the vestry shall select each year pursuant to the provisions of the Religious Corporation Law (RCL), the Not-for-Profit Corporation Law (N-PCL), and as provided for in the Certificate of Incorporation dated March 10, 1952 and as amended in the Certificate of Change dated April 26, 1986 and March 17, 2009. 1. Elected shall be a warden and three vestry members. 2. The nomination procedure shall be as follows: The nominating committee shall be composed of the second-year warden and the out-going members of the vestry and shall receive and confirm nominations between the November and December vestry meetings. A warden shall be the chairperson of the nominating committee and shall call a meeting prior to the December vestry meeting for the selection of a slate to be presented at the December vestry meeting and in the January monthly parish newsletter. Additional nominations for wardens and vestry may be received from the floor of the annual election. Each warden shall be elected to serve for a term of two years and may be elected for a second consecutive term. If a warden shall have served two terms, at least one year must elapse before he or she may serve again. A parishioner in good standing must be at least 21 years of age and a confirmed member to serve as warden. (d) Each vestry member shall be elected to serve for a period of three years. A vestry member serving atwo full three-year terms may not succeed himself or herself in that office until the lapse of one year. A vestry member, however, may be elected a warden before his or her terms as a vestry member expires. A parishioner in good standing must be at least 21 years of age and a baptized member to serve as a member of the vestry. (e)(d) A parishioner in good standing must be at least 21 years of age and a confirmed member to serve as warden or a member of the vestry. Additional Qqualifications of candidates shall be determined in accordance with ecclesiastical and civil laws. 3. Election procedures shall be as follows: Announcements of the slate of candidates shall be published in the January parish newsletter, or in January editions of 1

electronic communications and in the Sunday bulletin for at least two weeks prior to the day of election. (d) (e) Qualifications of voters shall be determined in accordance with ecclesiastical and civil laws. Persons eligible to vote must be 18 years of age, baptized members in good standing. Absentee ballots will be counted, if mailed and received or if hand delivered to a designated warden, prior to the closing of polls on election day. Polls of the parish election must be held open at least one hour, longer at the discretion of the presiding officer or if required by a majority vote. Results of parish meetings elections are determined by a majority vote. Section B. Vacancies In the event of death, resignation, or transfer from the parish of a warden or vestry member, the vestry shall be empowered to elect a successor to serve until the next annual election. (ref. RCL Subsection 42) Section C. Special Meetings and Elections Special meetings and elections shall be held in accordance with ecclesiastical and civil law. The procedure for voting shall conform with Article III, Subsection 43 of NYS Religious Corporation Law. 2

ARTICLE II VESTRY MEETINGS Section A. Regular Meetings Regular meetings of the vestry shall be held each month, except in July and August, or more often if the vestry so directs. Special meetings of the vestry may be held at the request of the rector, or either of the wardens or two vestry persons. The clerk will so notify, and will specify the matter to be considered. Section B. Order of Business Order of business at meetings of the vestry shall be: Section C. Quorum Prayer Roll call Minutes of preceding meeting Report of treasurer Reports of committees submitted and acted upon Unfinished business New business The necessary quorum needed to conduct official business shall be either: 1. The rector and at least a majority of the whole number of wardens and vestry members, or 2. One warden and one more than a majority of the vestry members, or both wardens and a majority of the vestry members. Section D. Voting Privilege Each member of the vestry shall have one vote. Section E. Election of Clerk and Treasurer At the first regular meeting of the vestry following the annual election, the vestry will elect a clerk and a treasurer. 3

Section A. Powers of the Vestry ARTICLE III POWERS AND DUTIES OF THE VESTRY The vestry, by NYS Religious Corporation Law (Article III, Subsection 42) and by Episcopal Church law (Title I, Canon 14), is the duly constituted corporate authority of the parish, consisting of the rector, the wardens and the vestrypersons. The vestry shall be agent and legal representative of the parish in all matters concerning its corporate property and the relations of the parish to its rector. The vestry shall exercise official power only when meeting together in duly called session at one and the same time and place. 1. Temporal powers: (d) The vestry shall act as legal representative of the parish. The vestry, as trustee for the parish, shall hold legal title to all property belonging to the parish, in accordance with the Articles of Incorporation and the canons of the Diocese of Western New York and the Episcopal Church (USA). The vestry shall make propose such bylaws as are necessary for the convenient carrying out of its functions, consistent with the Articles of Incorporation and the canons of the church. The vestry shall contract for the services of such persons as the rector may select to assist in the operation of the parish. 2. Ecclesiastical powers: The vestry shall act as representative of the parish in securing and in providing for the support of a rector. The vestry shall act as representative of the parish in its relation with the Diocese of Western New York and the Episcopal Church (USA). The vestry shall act as representative of the parish in ordering the government, the functions and the mission of the parish, including the creation and commissioning of vestry committees, and including communication thereof with the congregation. 3. Parish activities: The vestry shall ensure that the following categories of parish activities take place: Property - maintain the church property in good condition both inside and outside. Special attention should be paid to any safety issues for people using the church properties. Parish Life - provide opportunities for developing social as well as spiritual relationships among members. Christian Formation & Youth Ministry - plan, develop and implement programs to foster spiritual growth and education of the members of the parish of all ages. 4

(d) (e) (f) Membership - sustain and support responsible church membership, help new members become a part of the congregation and promote visitation to members of the congregation who are in need. Worship - help the congregation become aware of the meaning and practice of worship and to assist the rector in planning and conducting the worship service, including music and the other arts that may be conducive to worship. Outreach provide opportunities for members to engage in activities to support those in need in the community, the region and the world. Section B. Duties of the Rector (ref. Constitution and Canons of the Episcopal Church, Title III, Canon 9) 1. The control of the worship and the spiritual jurisdiction of the parish are vested in the rector, subject to the rubrics of the Book of Common Prayer, the canons of the church, and the godly counsel of the bishop. 2. All other ministers of the parish, by whatever name they may be designated, are to be regarded as under the authority of the rector. 3. The rector, when present, shall preside in all meetings of the vestry. In the absence of the rector, a church warden may preside. 4. The rector shall be the final authority in the administration of matters pertaining to music. (Constitution and Canons of the Episcopal Church, Title II, Canon 6) 5. The rector shall be, except as otherwise provided, the chief administrative officer of the parish. 6. In the event of rector incapacity or disability the vestry will appoint a temporary acting administrative officer. Section C. Duties of the Wardens 1. When a vacancy in the rectorship of the parish occurs, the wardens shall act as representatives of the vestry in advising and consulting with the bishop (see Article IV) and in overseeing the process of searching and recommending a candidate for the rectorship. 2. The wardens shall act as a council of advice to the rector; and they shall assist in the preparation of agenda for vestry meetings, the filling of vestry committee chairmanships, committee chair s meetings, and overseeing need for meetings, evaluating and reporting; and such other duties as may provide for the best ordering of vestry responsibilities. 3. The wardens shall function as whips for assigned committees, and they shall be available, as required, for special assignments. 4. A warden shall chair the vestry nominating committee (see Article I, 1.). Section D. Duties of Vestry Members 5

1. As elected officers of the congregation, vestry members shall be diligent in Attending worship of the church and schedulesd vestry meetings. Representing to the vestry concerns of the people of the parish; and Interpreting and communicating to the people the actions of the vestry, and supporting same. 2. As assigned, a vestry member shall chair or act as liaison with, a given vestry committee, generally responsible for recommending policy for vestry action; implementing vestry resolutions; keeping the vestry appropriately informed; 3. Each vestry member shall try to attend at least one Diocesan Convention while a member of the vestry. 6

Section A. Vestry Responsibilities ARTICLE IV PARISH RECTORSHIP VACANCY In the event of a vacancy in the rectorship of the parish, it shall be the duty of the vestry: 1. To prepare and present the annual Parochial Report. 2. To elect by majority vote a new rector, such a person to have had Episcopal ordination, and to be in full standing with the Episcopal Church and be recognized as such by the ecclesiastical authority of the diocese. No election of a rector shall be had until the name of the selected cleric has been made known to the bishop for approval; and sufficient time, not exceeding thirty days, has been given for said bishop to communicate with the vestry. Section B. Warden s Responsibilities It shall be the duty of the wardens: 1. To notify the bishop in writing of the vacancy (Diocesan Canon 14, Subsection 3). 2. To make an appointment with the bishop to discuss the calling of a new rector. 3. To obtain and follow the guidelines of the diocese for filling a vacant cure. 4. To take charge of the parish register and list of members. 5. To send a signed notice of the election of a new rector (after election) to the ecclesiastical authority of the diocese. 7

ARTICLE V THE PARISH CLERK Section A. Duties It shall be the duty of the clerk to: 1. Keep a faithful record of all parish elections or meetings. 2. Keep the minutes of all vestry meetings, including, reproducing, posting on bulletin board, distribution, and securing substitute in case of absence. 3. Keep an inventory of all parish documents (legal documents, bylaws, vital records), and deliver same to his or her successor. Section A. Duties ARTICLE VI THE TREASURER It shall be the duty of the treasurer to: 1. Be a member of the Finance Committee, and in such capacity to maintain regular contact with others involved in the finance of the parish. 2. ReceiveOversee the handling of the money contributed to the annual operating budget and other gifts to the parish. 3. Pay all bills and other indebtedness of the parish from monies received into the annual operating budget and other gifts to the parish. 4. Oversee the Kkeeping of all records necessary according to accepted accounting standards of monies received and paid. 5. Make available on a monthly basis, in consultation with the Finance Committee, the following information: Current income and expenditures. Fiscal year to date income and expenditures. Any other information required by the vestry or diocese. 6. See that the audit of the books ins performed to allow adequate time for its presentation to the diocese prior to the annual Diocesan Convention. 7. Prepare the financial portions of the Parochial Report. 8. Keep records of all endowment funds. 8

ARTICLE VII STANDING COMMITTEES Section A 1. Standing Committees are established by the Vestry to assist the Vestry in carrying out the mission of the Church. The Standing Committees report to the Vestry and seek Vestry approval for any projects/activities they recommend and funding of the same. 2. Committee members are appointed by the Vestry each year following the annual meeting. 3. An assigned vestry member will act as chairperson or liaison to each committee and report committee activities/needs to the vestry. 4. The following Standing Committees shall be established by the Vestry: Finance Stewardship Property (d) Parish Life (e) Christian Formation/Youth (f) Membership (g) Worship and Music (h) Outreach (i) Personnel (j)(d) Nominating (see Article 1, Sec A) 5. Committee Responsibilities/Structure Finance Committee 1. General responsibilities: The Finance Committee shall assure that adequate financial resources are available to enable the church to fulfill its mission and approved programs. This committee administers the financial resources of the church and reports on the financial status and interprets financial procedures to committees that have budgets as well as to members of the church. The chairperson shall assure that these responsibilities are accomplished and that the administrative tasks of the finance committee are completed. 2. Specific responsibilities: i. Works closely with the Stewardship Committee on the annual pledge appeal. ii. iii. iv. Develops a churchwide annual budget in coordination with committees and all other work areas of the church. Administer the financial resources of the church. Keeps the committees and congregation informed as to the financial situation of the church. 9

v. Interprets financial procedures to committees and members of the church. vi. vii. Guides the treasury functions. Recommends to the vestry throughout the year such adjustments in the budget as may be required by the changing financial situation of the church. viii. Makes provision for the annual outside audit of the church financial records. ix. Maintains sufficient insurance coverage for the parish. x. Meet regularly and keep a record of all proceedings. xi. xii. The chairperson of this committee participates as a member of the vestry with voice only. The chairperson of this committee shall be an authorized check co-signer along with the treasurer, wardens and clerk of the vestry and up to two other parishioners in good standing approved by the vestry. xiii. Submit an annual report for the annual parish meeting. 3. Membership Shall include Finance Committee chairperson, treasurer and five parishioners all members appointed by the vestry for a three-year term. The chairperson may serve two consecutive 5-year terms. The term of the chair may be extended for an additional 2 years by mutual consent of the chair and the vestry. Members may be re-appointed after a one-year break in service. Stewardship Committee 1. General Responsibilities Responsible for developing a year round concept of stewardship in the minds and hearts of the congregation. Stewardship is based on the belief that all we have and all that we are is a gift from God. We are, therefore, stewards of God s gifts throughout our lifetime. Discerning and carrying out God s purpose is the primary purpose of our lives. The gifts we have been given, time, talent, and money, are to be used for that purpose. The primary role of the church is to guide individuals in discernment of the mission for their lives and use of their resources in accomplishing it. The chairperson shall assure that these responsibilities are accomplished and that the administrative tasks of the stewardship committee are complete. 2. Specific Responsibilities 10

i. Develop and implement an annual plan for promoting stewardship of God s gifts to us time, talent, and treasure. ii. iii. iv. Educate parishioners in the three aspects of financial stewardship ordinary (financial support), extraordinary (capital campaign), planned giving (inclusion of church in wills, endowments). Encourage parishioners to work toward the goal of tithing. Plan and implement the annual financial support drive. v. Encourage a concept of stewardship that embraces all aspects of a Christian life. (Regular attendance of services, active in parish life, active prayer life, continued growth in one s spirituality, giving of one s abundance that God has given us.) vi. Chair shall assure that proceedings of the committee are recorded and that a written report is prepared for the annual parish meeting. 3. Membership A chairperson and three or more members appointed by the Vestry to serve a three-year term. One outgoing member will be replaced each year. Members may serve consecutive terms. Property Committee 1. General Responsibilities This committee is responsible for maintaining the church property in good condition both inside and outside. Special attention should be paid to any safety issues for people using the church properties. The chairperson is responsible for calling meetings and assuring that committee proceedings are recorded. 2. Specific Responsibilities i. Conduct a periodic assessment of the property to determine repair/replacement needs. ii. iii. iv. Develop and implement a long-term plan for maintenance needs. Submit funding needs to the finance committee each October for the coming year. Effect routine repairs and maintenance through action of the committee members, and, when appropriate, through the direction of the church sexton. 11

v. Organize and direct parish clean-up days as needed during the year to elicit participation of the church members in the maintenance of the church. vi. vii. Obtain estimates for major repairs and submit them to the vestry for action. Report regularly to the vestry concerning activities and plans. viii. The chairperson shall prepare a yearly report for the annual parish meeting. 3. Membership The vestry will appoint the Property chairperson and three members for a three-year term. Consecutive terms may be served. (d) Parish Life Committee 1. General Responsibilities The purpose of this committee is to provide opportunities for developing social as well as spiritual relationships among members. This committee also promotes the formation of small groups within the church membership. The chairperson shall assure that these responsibilities are accomplished and that the administrative tasks of the committee are completed. 2. Specific Responsibilities i. Provide opportunities for fellowship activities such as: a. Church potluck dinners b. All parish Sunday lunches c. Annual picnic d. Coordinate 10:00 a.m. post-service coffee hours e. Other activities as required ii. iii. iv. Provide opportunities for enrichment groups: a. Covenant/spiritual growth groups b. Adult fellowship groups Identify needs of small groups within the church and take action to organize them. The chairperson shall convene regular meetings and assure that a written record is maintained of the proceedings. v. Submit periodic reports to the vestry and any recommendations for action by the vestry. vi. Compile a year-end report for the annual parish meeting. 12

vii. Submit budget requests to the finance committee by October of each year for the next year s financial needs. 3. Membership The chairperson, rector, and four representatives from the congregation including both adults and youth. (e) Christian Formation/Youth Committee 1. General Responsibilities The purpose of this committee is to plan, develop and implement programs to foster spiritual growth and education of the members of the parish of all ages. The chairperson shall assure that these responsibilities are accomplished and that the administrative tasks of the committee are completed. 2. Specific Responsibilities i. Organize the Sunday school program for the youth of the parish. ii. iii. iv. Prepare the youth of the parish for Rite 13 and Confirmation and organize the social events to celebrate these milestones. Plan activities with other parishes in the deanery and diocese for the youth of the parish and encourage participation. Plan social activities for the youth of the parish. v. Initiate programs to meet the need of adults as they continue exploring the Bible, the church, personal spiritual growth and relevance to the teachings of Christ in everyday life. vi. vii. The chairperson is responsible for assuring that a written record of the proceedings is maintained and that a report is prepared for the annual meeting. The chairperson will submit a written report for the annual report to the parish. 3. Membership An appointed vestry member will act as liaison to this committee. The coordinator of the Sunday school, the coordinator of adult education, and three members of the parish. Members may serve consecutive terms. (f) Membership Committee 1. General Responsibilities 13

The purpose of this committee is to sustain and support responsible church membership, promote visitation for visitors to members of the congregation who are in need. The chairperson shall assure that these responsibilities are accomplished and that the administrative tasks of the committee are complete. 2. Specific Responsibilities i. Plan and implement programs to encourage persons to become associated with the church. ii. iii. iv. Encourages the rector and membership to be involved in membership development programs. Establish growth goals for church membership and worship attendance in coordination with the rector and vestry. Secures leadership and coordinates the ongoing program of new member assimilation and involvement in the activities and responsibilities of the church. v. Designs and implements an on-going program of visitation and calling on members who have become inactive. vi. vii. Implements an on-going program of visitation of those in need. The chairperson is responsible for assuring that a written record of the proceedings is maintained and that a yearly report is prepared for the annual parish meeting. 3. Membership The rector and six appointed members of the congregation. (g) Worship and Music Committee 1. General Responsibilities The purpose of this committee is to help the congregation become aware of the meaning and practice of worship and to assist the rector in planning and conducting the worship service, including music and the other arts that may be conducive to worship. The chairperson shall assure that these responsibilities are accomplished and that the administrative tasks of the committee are completed. 2. Specific Responsibilities i. Maintains awareness of the needs and concerns of the congregation for meaningful worship and communicates these needs and concerns to the rector. 14

ii. iii. iv. Assists the rector in planning of worship services throughout the seasons of the Christian year. Provides for ushering, furnishings, and sacramental elements for worship. Promotes adequate musical leadership and musical programming. v. Recruits greeters, ushers, and other essential worship participants. vi. vii. Recruits lay readers as may be required for scripture reading during the service of worship. Convenes regular meetings and assures that a written record of actions and decisions is prepared. viii. Compiles a report for the annual parish meeting. 3. Membership Membership shall include the rector, who shall act as chairperson, and representatives from the altar guild, acolytes, ushers, and the director of music and organist. (h) Coordinator of Outreach A coordinator of outreach activities will be appointed by the vestry to: 1. Track donations from, and outreach activities of, the parishioners. 2. Encourage outreach in terms of time, talent, and treasure. 3. Organizes needed outreach activities in response to community needs. 4. Submits a written report for the annual parish meeting. (i) Personnel Committee Shall be comprised of the rector and wardens and meet as needed to: 1. Hire new employees 2. Review position descriptions, work hours, salaries, etc. 3. Recommend changes in position descriptions and compensation to the vestry. 4. Conduct annual employee performance evaluation. 15

ARTICLE VIII AMENDMENTS Section A. Procedure These bylaws may be altered or amended in the following manner: 1. The amendment shall be prepared in writing at a regular meeting of the vestry; and no action shall be taken until the next regular meeting, and not then unless the written notice thereof sent to each member of the vestry shall contain a copy of the proposed amendment. 2. A vote of two-thirds of the number of the vestry shall be necessary to carry the amendmentpropose the amendment to the annual meeting of the congregation. 2.3. A majority vote of those present at the annual meeting shall be necessary for the amendment to carry. 3.4. These bylaws (amended 3/09) shall become effective on March 17, 2009.Amendments to the by-laws shall take effect immediately upon passage by the annual meeting. 16