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BY-LAWS of the SAINT MARY'S EPISCOPAL CHURCH, AN EPISCOPAL CHURCH IN PHOENIX, ARIZONA |
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BY-LAWS of the SAINT MARY'S EPISCOPAL CHURCH, AN EPISCOPAL CHURCH IN PHOENIX, ARIZONA |
Article I
Name of the Corporation
Corporate Name
Section 1.
The legal name of this corporation is "St Mary's Episcopal Church, an Episcopal Church in Phoenix, Arizona." This Corporation is also know by the following names:a. St. Mary's Churchb. Priest and Vestry of St. Mary's Church
c. The Priest and Vestry of St. Mary's Church, in Phoenix, Arizona
This Corporation, is referred to in these By-laws as the "Parish."
Religious Corporation
Section 2.
This Parish is a religious corporation and is not organized for the private gain of any person. It is organized under the Arizona Nonprofit Public Benefit Corporation Law primarily for religious purposes.
Article II
Boundaries of the Parish
Territory
Section 1.
The boundaries of the territory embraced within this incorporated Parish shall be those which, from time to time may be fixed by the Bishop and Standing Committee of the Episcopal Diocese of Arizona.
Article III
Property of the Parish
Property of the Corporation
Section 1.
The property of this nonprofit Corporation is irrevocably dedicated to religious and charitable purposes and only these purposes. No part of the net income or assets of this Corporation shall ever inure to the benefit of any Priest, Officer or Member thereof, or to the benefit of any private person.Held in Trust
Section 2.
All real and personal property held by or for the benefit of this Corporation is forever held in trust for The Episcopal Church and The Episcopal Diocese of Arizona.
Article IV
Purpose of the Corporation
Form of Worship
Section 1.
This Corporation is organized as a parish of The Episcopal Church under the Constitutions and Canons for the Government of the Episcopal Church and the Constitutions and Canons of The Episcopal Diocese of Arizona, [hereafter referred to as the Canons].Section 2.
All activities of this Corporation shall forever be in conformity with such Canons and with the Doctrine, Discipline and Worship of the Episcopal Church.
Article V
Membership
Members
Section 1.
All persons who have received the Sacrament of Holy Baptism with water in the Name of the Father, and of the Son, and of the Holy Spirit, whether in this Church or in another Christian Church, and whose Baptisms have duly been recorded in this Parish Register are Members of the Parish. And, all persons confirmed or received in the Church whose confirmation, reception or transfer is duly recorded in the Parish Register are Confirmed Members of the Parish.Communicants
Section 2.
All Members of this Parish who have received Holy Communion in the Church at least three (3) times during the preceding year are to be considered Communicants.Communicants in-Good-Standing
Section 3.
All Communicants of the Church who for the previous year have been faithful in corporate worship, unless for good cause prevented, and have been faithful in working, praying, and giving for the spread of the Kingdom of God, are to be considered Communicants-in-Good-Standing, all in accordance with the Canons of the Episcopal Church in America.Voting Members
Section 4.
Any Communicant-in-Good-Standing who is sixteen years of age or over and whose name is duly recorded in the Parish Register for six months immediately preceding the annual Meeting of the Members described in Article XV, and who has for the same period, been registered in the books of the Treasurer as a regular contributor to the support of the Parish, by a stated pledge or by other acts of charity and good works deemed satisfactory by the Priest, and who is not in arrears on account of such pledge is to be considered a Voting Member and shall be entitled to vote.Section 5.
No one shall be denied rights or status in this Parish because of race, color, ethnic origin, sex, sexual orientation, marital status, or disability or physical or managed-mental impairment or challenge.Dissentions
Section 6.
All present Members of the Parish who possess the qualifications specified in Section 1. of this Article shall be Members of this Corporation unless they file their dissensions in writing with the Secretary of this Corporation.Termination
Section 7.
Membership in the Corporation shall terminate upon the withdrawal of a Member from this Parish, or his or her ceasing to possess the qualifications for membership, or by the pronouncement of Ecclesiastical Censure against a Member, according to the discipline of the Episcopal Church in America.Section 8.
All rights of a Member in the Corporation shall forthwith cease upon his or her death or other termination of membership.Restoration of Membership
Section 9.
In the case of the removal by Censure as outlined in Section 7. of this Article, a Censured Person may be restored to membership on complying both with any conditions that may be attached to the removal of Censure and the terms of admission required of new Members.Section 10.
A person to whom the Sacraments of the Church shall have been refused, or who has been repelled from the Holy Communion under the Rubrics of the Book of Common Prayer, or who desires a judgment as to his or her status in the Church, may lodge a complaint or application with the Bishop or Ecclesiastical Authority.
Article VI
Board of Directors
Management
Section 1.
The conduct and management of the temporal activities and affairs of this Corporation and all its corporate powers, shall be vested in, and controlled by a Board of Directors, which shall also be known as the "Wardens and Members of the Vestry" or as the "Vestry." The canonically appointed Priest of the Parish shall be a voting Vestry member, ex officio, and President and shall preside at all meetings whatsoever in and of the parish, and may, at his or her sole discretion, appoint a Member of the Parish to Preside instead.Powers and Duties of the Vestry
Section 2.
Except as provided by the law of the State or of the Diocese, the Vestry shall be agents and legal representatives of the Parish in all matters concerning its corporate property and the relations of the Parish to its Clergy. The Vestry shall have the authority to:Officers, Agents, and Employees
First: Elect or appoint and remove at pleasure all the officers, agents and employees of the Corporation not otherwise herein provided for, prescribe such duties for them as may not be inconsistent with law and these By-laws, fix their compensation, and require from them security for faithful service;Committees
Second: Appoint such committees from their own body to facilitate the management and control as they may deem necessary; Provided that, in no case shall the action of any committee, on any subject or matter under their charge, or which may be referred to them, be final and binding upon the Parish until such action be approved at a meeting of the Vestry; Unless the committee was specifically empowered by the Vestry to take such action. And, provided further, that in all delegations of Vestry authority, the delegates shall act at all times under the direction and control of the Vestry.Corporate Seal
Third: Fix from time to time the office of the Corporation, and to adopt, make and use a corporate seal, if so desired;Indebtedness
Fourth: To borrow monies and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes and other evidence of indebtedness; Provided that, no Vestry, Trustee, or other Body, authorized by Civil or Canon Law to hold, manage, or administer real property for the Parish, shall encumber or alienate the same, or any part thereof, without the written consent to the Bishop and Standing Committee of The Episcopal Diocese of Arizona.Adequate Insurance
Fifth: To keep all Parish buildings and their contents insured in such amounts which it deems adequate in its sole discretion, upon periodic review of the risks of loss, assets replacement costs and Parish finances;Meetings
Sixth: To call special meetings of the Members whenever in their judgment, it is necessary or advisable to hold such meetings;Holy Orders
Seventh: To certify suitable candidates for Holy Orders;Eighth: Generally, without limitation to the matters here-in-above stated, to do and perform every act or thing whatsoever which may be done or performed by a board of directors of any non-profit Corporation.
Parish Records
Section 3.
Each member of the Vestry shall have the right to inspect any Parish records, except records respecting an individual pledge or contribution, at any time during normal parish business hours.
Article VII
Vestry Qualifications and Number
Qualifications
Section 1.
The members of the Vestry, excepting the Priest, shall be Lay Communicants in Good Standing, with the qualifications of a Voting Member.Number of Vestry Members
Section 2.
The number of Vestry Members is hereby fixed at nine (9), exclusive of the Priest. This number may, from time to time, be changed by the Vestry or by Voting Members of the Corporation in the manner provided in Article IX hereof; Provided, that the number of shall never be less than six (6) nor more than fifteen (15), exclusive of the Priest, in accordance with the restrictions established by National and Diocesan Canon.
Article VIII
Vestry Election and Term of Office
Elections
Section 1.
The members of Vestry, other than the Priest, shall be elected by ballot by the Voting Members of the Parish, during the annual meeting of the Parish, in the manner provided by the Canons; or Article IX hereof.Term of Office
Section 2.
The term of office of the Members of the Vestry shall begin immediately upon their election and shall continue, subject to the provisions of Section 3. hereof, for three (3) years or until their successor are elected, whichever period is shorter.Re-election
Section 3.
No member of the Vestry shall hold office for a continuous period of more than three (3) years; Provided, however, that:Three Year Term
a. After the lapse of one (1) year from the termination of such three-year period, he or she may be re-elected to the Vestry; andOne Year Term
b. A member of the Vestry elected for a term of less than one (1) full year, or appointed to fill a vacancy of less than one (1) full year, shall, after the expiration thereof, be eligible for a term of three (3) full years.Nominating Committee
Section 4.
The Vestry shall appoint a Nominating Committee of at least three (3) qualified Voting Members to present such nominations for the offices to be filled as they deem wise. The Nominating Committee shall advise all nominees of the requirements of Vestry service as set forth in these By-laws.Committee Report
Section 5.
Nominations for all elective offices shall be filed with the Secretary no later than the date of the regularly scheduled Vestry meeting immediately preceding the annual meeting of the Members, or any special meeting at which any election is to be held; Provided that, nominations from the Parish-at-large shall be filed no later than twenty days prior to said meeting.The Vestry shall act on the report of the Nominating Committee, Provided that, under no circumstances, may the Vestry or the Nominating Committee reject any nominee from the Parish-at-large who meets the minimum requirements for Vestry service set forth in these By-laws, and whose service would not violate the laws of the state of Arizona or the Canons of the Diocese.
Interested Persons
Section 6.
At no time may any person be elected to the Vestry if as a result of such election, the number of persons serving on the Vestry who are "interested persons" as hereafter defined, would exceed forty-nine percent of the members of the Vestry then serving. As used in these By-laws, an "interested person" is:a. Any person currently being compensated by the Parish for services rendered to it within the previous twelve (12) months, whether as a full or part-time employee, independent contractor or otherwise; andb. Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, father-in-law or domestic partner of any person described in a. above.
No Compensation
Section 7.
Members of the Vestry shall receive no compensation for services rendered in that capacity. Under no circumstances, may this preclude any member from serving the Parish in any other capacity and receiving compensation for those services: Provided that, the stipulations Section 6. of this Article are not violated.
Article IX
Vacancies in the Vestry
Vacancies
Section 1.
A vacancy or vacancies in the Vestry shall be deemed to exist:a. In the case of death, resignation, or removal under Section 3. hereof; orb. If the authorized number of members of the Vestry are be increased; or
c. If the Voting Members fail, at any annual, regular or special meeting of the Parish at which the Vestry are elected, to elect the full authorized number of members of the Vestry to be voted for at such meeting.
Majority Vote
Section 2.
Whenever any vacancy occurs in the authorized number of the elected Members of the Vestry, such vacancy shall be filled by a majority vote of the remaining Members of the Vestry though less than a quorum, or by a sole remaining Vestry Member. Each Member of the Vestry so elected shall hold office until his or her successor is elected at the next annual meeting of the Parish, or at a special meeting called for that purpose pursuant to Article XV hereof.Removal of a Vestry Member
Section 3.
The Vestry, acting by a two thirds vote of its members, may remove a Vestry member pursuant to the terms of this Section:Grounds for Removal
a. Any Vestry Member may petition the Vestry to remove any other Member of the Vestry for good cause shown, including misfeasance or malfeasance in office, actual or prospective inability to act, or for any failure to maintain the qualifications of a Vestry Member as set forth in Article VII.Written Petition Required
b. Such petitions shall be in writing and shall set forth with particularity the grounds for removal with appropriate reference to these By-laws and shall be filed with the Secretary and a copy delivered personally to the Vestry Member whose removal it seeks, both at least one month prior to the date the petition is to be acted upon by the Vestry.Non-Attendance Cause for Removal
c. No removal petition shall be required in cases where a Vestry Member has missed three (3) regularly scheduled meetings in any year of a term of office. In such cases, the question of removal shall be automatically put to the Vestry for a vote at the next regularly scheduled Vestry meeting following the third absence; Provided that, the foregoing shall in no way limit the right of any Vestry Member to file a removal petition on account of the actual or prospective inability to act of any Vestry Member.Right to be Heard
Section 4.
A Member of the Vestry may only be removed pursuant to this Article and shall have the right to be heard in his or her defense at that Vestry meeting where removal is considered; Provided that, such right shall be considered personal to the Vestry Member and in no event, may legal counsel or other representative of the Vestry Member be given the right to address the Vestry on his or her behalf. The right to be heard shall be deemed waived should the Vestry Member, for any reason, fail to attend the meeting at which removal is considered after due notice has been given under Section 3 hereof.
Article X
Officers of the Vestry
Section 1.
The officers of this Corporation shall consist of a:President President, ex officio, who shall be the canonically elected Priest-in-Charge of the Parish;
Senior Warden First Vice President, who shall be the Senior Churchwarden;
Junior Warden Second Vice President, who shall be the Junior Churchwarden;
Secretary Secretary; and
Treasurer Treasurer.
Elected by the Vestry
All officers, other than the Priest, shall be elected by the members of the Vestry, excepting the Senior Churchwarden shall be appointed by the Priest; Provided, that, if the Parish is without a Priest, the Senior Churchwarden shall likewise be elected by the Vestry.Treasurer may be Non-Vestry
The offices of the Secretary and Treasurer may be held by the same person. All of said officers shall be Members of the Vestry, excepting the Treasurer who need not be an elected Vestry Member, unless the offices of Secretary and Treasurer are held by the same person. Should the Treasurer not be a Vestry Member, he or she shall be considered a non-voting Vestry Member with right to participate in all debates and discussions.Assistant Officers
Section 2.
The Vestry may, at any time they shall deem it advisable to create such an office or offices, elect one or more Assistant Secretaries and Assistant Treasurers and prescribe their duties. The offices of Assistant Secretary and Assistant Treasurer may be held by the same person.Annual Position
Section 3.
The Officers of the Corporation shall be elected or appointed as the case may be, annually at the regularly scheduled meeting of the Vestry following the annual meeting of the Members, and shall serve until their successors are chosen.
Article XI
President
Powers and Duties
Section 1.
The powers and duties of the Priest, as President, are:Meetings
First: To preside at all meetings of the Members of the Parish and of the Vestry, and he or she shall have the right to vote at all such meetings.Corporate
Second: To affix the signature of the Corporation to all deeds, conveyances, mortgages, leases, promissory notes, contract, obligations, certificates, and other papers and instruments, in writing, that may require the same, and to supervise the control, subject to the direction of the Vestry, all the officers, agents, and employees of the Corporation.Worldwide
Section 2.
All powers and duties hereby, or by law, or by the Constitution and Canons of the Episcopal Church in The Episcopal Diocese of Arizona conferred or imposed upon the Priest, as President, may be exercised and performed by him or her either within the State of Arizona or elsewhere.Parish Register
Section 3.
The Priest of the Parish, or if there be no Priest, the minister in charge thereof, or if there be no minister in charge, then one of the Church-wardens, shall keep a suitable book to be known as the "Parish Register", in which shall be entered all records prescribed by the Canons.Membership Book
Section 4.
The Priest shall keep a membership book containing the name and address of each Member, and in any case where membership has been terminated, such fact shall be recorded therein, together with the date on which membership ceased. The Priest together with the Vestry shall submit a report on the Parish membership and finances to the Bishop by February 1 of each year.Spiritual Head of Parish
Section 5.
The Priest, subject to the control of the Bishop of Arizona, shall have exclusive charge of all things pertaining to, or affecting the spiritual interest of the Parish, as provided in the Canons.Access to Buildings & Files
Section 6.
The Priest shall have access at all times to all Parish buildings and to have all files of the Corporation; Provided, however, that the Priest may not examine records which reflect the financial contributions of any Member without the consent of the Vestry unless in the opinion of the Treasurer it is necessary for pastoral purposes.Assistant Priest
Section 7.
The Priest may appoint non-stipendiary priests to act as assistants with the approval of the Bishop and consent of the Vestry. The Priest may nominate assistant clergy for Vestry approval in accordance with the provisions of the Canons of The Episcopal Diocese of Arizona.Life Tenure
Section 8.
The Priest's tenure shall be for life subject to the provisions of the Canons.Vacancy of Office of Priest
Section 9.
Whenever the Priest shall resign or the Priestship of the Parish shall otherwise become vacant, the Vestry shall proceed to fill such vacancy in the manner provided in the Canons.
Article XII.
Vice Presidents
First Vice President
Section 1.
In case the Parish be without a Priest, or the Priest be absent or unable to act, the First Vice President shall exercise his or her powers and perform his or her duties as President of the Corporation, as the same are set forth in Article XI hereof.Second Vice President
Section 2.
The Second Vice President shall have like power in the event that the First Vice President shall be absent or unable to act.
Article XIII
Secretary
Duties
Section 1.
The powers and duties of the Secretary are:Minutes
First: To keep a full and complete record of the proceedings of the Vestry and of the meetings of the Parish, and to enter the same in the minutes book of the Corporation.Corporate Seal
Second: To keep the seal of the Corporation and to affix the same to all instruments executed by the President which may require it.Countersign
Third: To countersign such documents and instruments as may be ordered by the Vestry.Publications
Fourth: To make service and publication of all notices that may be necessary or proper, without demand or direction from anyone. In the absence, inability, refusal or neglect of the Secretary to make such service or publication of any notices, then such notices may be served and published by the President, or a Vice President, or by any person thereto authorized by anyone of them, or by the Vestry.Fifth: Generally to do and perform all such duties as pertain to his or her office and as may be required by the Vestry or by law.
Assistant Secretary
Section 2.
The Assistant Secretary, if there be one, shall, in the case of any inability of the Secretary, exercise the powers and perform the duties of the Secretary, and such other duties as may be prescribed by the Vestry.
Treasurer
Duties
Section 1.
The powers and duties of the Treasurer are:Funds of the Corporation
First: To receive and safely keep all the monies of the Parish, excepting such special funds as may, by resolution of the Vestry, be placed in charge of special trustees, and all monies due and belonging to the Parish and received by any person for and on behalf of the Parish either by subscription, collection or other manner, and to deposit the same in the name of the Parish.Funds Held in Trust
Funds held in trust, endowment and other permanent funds, and securities represented by physical evidence of ownership or indebtedness, shall be deposited with a National or State Bank, or a Diocesan Corporation, or with some other agency approved in writing by the Finance Committee or the Department of Finance of the Diocese, under a deed or trust, agency or other depository agreement providing for at least two authorized signatures on any order of withdrawal of such funds or securities.Exceptions
The foregoing paragraph shall not:
Small Funds
a. Apply to funds and securities refused by the depositories named as being too small for acceptance. Such small funds and securities shall be in such bank or banks as the Vestry may designate and cause the same to be disbursed by such bank or banks on checks signed by the Treasurer or a Vice President.Securities Investments
b. Deem to prohibit investments in securities issued in book entry form or other manner that dispenses with the delivery of a certificate evidencing the ownership of the securities or indebtedness of the issuer.Monies Due
To collect and enforce collection of any monies due and owing, but unpaid, when instructed so to do by resolution of the Vestry.Records
To keep full and accurate accounts of the receipts and disbursements of the Parish on such basis as will allow a satisfactory accounting thereof, and to render to the President and Vestry, whenever they may require it, a statement of his or her accounts and the financial condition of the Parish.Disbursements
No monies shall be paid out by him or her, except on the usual and customary Parish bills, without the specific authorization of the Vestry.Annual Statement
To submit, at each annual Parish meeting, a complete statement of his or her accounts for the past year, including notice of any indemnities or transactions with interested persons, with proper vouchers.Permanent & Trust Funds
To report to the annual Parish meeting on the condition of all permanent and all trust funds and to keep records of such funds which show:a. All terms governing and use of principal and income;b. The source and date of all funds received;
c. To whom and how often reports of conditions are to be made; and
d. How the funds are invested.
Annual Audit
To secure an annual audit of the books of the Corporation and within thirty days after a report of the audit is made, but in no event later than September 1, to submit a copy of said report to the Bishop.Generally to do and perform all such duties as pertain to his or her office or as may be required by the Vestry or by law.
Surety Bonds
Section 2.
The Treasurer and all custodians of funds with an aggregate value of $500 or more at any one time during the fiscal year, shall be adequately Bonded for the faithful performance of his or her duties. The premium for said sureties shall be paid by the Parish.Assistant
Section 3.
The Assistant Treasurer, if there be one, shall, in the absence of inability of the Treasurer, exercise the powers and perform the duties of the Treasurer and such other duties as may be prescribed by the Vestry.Fiscal Year
Section 4.
The Parish fiscal year shall begin on January 1.
Article XV (voided)
Regional Parishes
(This Diocesan Structure was eliminated by change in Diocesan Policy, 2005)
Article XVI
Meetings of Members
Place of Meeting
Section 1.
All meetings of the Members of this Corporation shall be held on the Parish church premises unless, for good cause, the Vestry shall designate some other meeting place and such designation shall be included in the notice given of such meeting.Date of Meeting
Section 2.
There shall be a regular annual meeting of the members of this Corporation. The date of the meeting is to be set by the Vestry, but it must be held within one hundred (100) days following the adjournment of each annual Diocesan Convention.Elections
Section 3.
At said regular annual meeting, the chosen members of the Vestry of said Corporation shall be elected by ballot to serve for the ensuing year and until their successors are elected as further provided in Article VIII; Provided, however, if from any cause, there be no election on said day, or on a day to which said meeting may be adjourned, the Vestry shall fill said vacancies in accordance with Article IX as soon thereafter as practicable.Section 4.
As said regular annual meeting, the chosen Delegates and Alternate Delegates to the Diocesan Convention shall be elected by ballot to serve for the ensuing year.Special Meetings
Section 5.
Special meetings of the members of the Parish may be called and held at any time by order of the Priest, and the Priest shall at any time call a special meeting of the Members upon the written request of ten (10) Members, or upon the written request of two (2) or more members of the Vestry.Notice of Meeting
Section 6.
Notice of any meeting of the Members shall be given as provided in the Canons and the Arizona Nonprofit Public Benefit Corporation Law. Written notice of all meetings of the Members shall be mailed to all Members at their last known address not later than twenty days prior to the scheduled date of such meeting.Except as provided for under Article X, not later than sixty (60) days prior to any meeting at which any member of the Vestry or any Delegate is to be elected, the Members shall be notified of their right to nominate candidates for the Vestry and for Delegates. Such notice may be mailed or posted at a conspicuous location on the Parish premises.
Quorum
Section 7.
The presence in person of fifteen (15) Voting Members of the Parish shall constituents a quorum for the transaction of business at any meeting of the Members. In the absence of a quorum, any meeting of the Members may be adjourned from time to time by a majority of the Voting Members present, but no other business may be transacted.Validity of Meeting
Section 8.
No meeting of the Members of the Parish shall be valid unless the Priest or one of the Churchwardens is present.Voters List
Section 9.
Upon the written request of any three (3) Voting Members, the Priest shall, within seven (7) days of the receipt of the request, post in a conspicuous place on the Parish premises a certified list of those Members qualified to vote in the annual meeting of the Members. Such list shall remain posted until after the election and be retained by the Secretary as part of the election records.Voting
Section 10.
At every election of members of the Vestry or other meeting of the Members, any Voting Member shall be entitled to vote. No person shall be entitled to more than one vote or to vote by proxy.Robert's Rules
Section 11.
All meetings shall be conducted in accordance with Robert's Rules of Order, as amended from time to time, and which are not in conflict with the Canons.
Article XVII
Meetings of the Vestry
Place of Meetings
Section 1.
Regular meetings of the Vestry shall be held at any place within or without the State of Arizona which may, from time to time, be designated by resolution of the Vestry, or by written consent of all the members of the Vestry. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation.Validity of Meeting
Section 2.
No meeting of the Vestry shall be valid unless the Priest or one of the Churchwarden is present.Date
Section 3.
Regular meetings shall be held on the second Thursday of the appointed month, or such other regular time as the Vestry shall specify. Special meetings may be held at any place where a regular meeting may be held. Any regular or special meeting shall be valid wherever held, if held upon written consent of all members of the Vestry, given either before or after the meeting and filed with the Secretary of the Corporation.Special Meetings
Section 4.
Special meetings of the Vestry may be called at any time by order of the Priest, or if there be no Priest, or if he or she be absent or be unable or refuses to act, by the Senior Churchwarden, or the Junior Churchwarden, or by any two (2) members of the Vestry. Notice of special meetings may be either actual oral notice given to each member of the Vestry or upon written notice given pursuant to Section 5 hereof.Notice of Special Meetings
Section 5.
Written or printed notices of the time and place of special meetings of the Vestry shall be left at least twenty four (24) hours prior to such meeting at the place of business or residence of each member of the Vestry.No Known Address
If neither the place of business nor residence of any member of the Vestry is known to the Secretary, such notice shall be posted in the main public room of the Church, Long Commons, 6501 N 39th Ave, Phoenix AZ. Such notice shall conclusive upon the question of notice.Quorum
Section 6.
A majority of the authorized number of members of the Vestry shall be necessary to constitute a quorum of the Vestry for the transaction of business. Every act done or decision made by a majority present at a meeting duly called and held at which a quorum is present shall be regarded as the act of the Vestry. In the absence of a quorum, the majority of the members of the Vestry present may adjourn a meeting from time to time but may take no other action except as provided in Article IX of these By-laws.Waiver and Consent
Section 7.
The transactions of any meeting of the Vestry, however called and noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present ; Provided that, either before or after the meeting, each of the Vestry not present signs a written waiver of notice of or consent to holding the meeting; or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the Corporate records or made a part of the business of the meeting.Section 8.
Any business which might be done at a regular meeting of the Vestry may be done at a special or at an adjourned meeting of the Vestry.Actions by Written Consent
Section 9.
Any action required or permitted to be taken by the Vestry under the provisions of the Arizona Nonprofit Public Benefit Corporation Law and in accordance with the Canons of the Episcopal Diocese of Arizona may be taken without a meeting if a majority of Members of the Vestry individually or collectively consent in writing or recorded electronic mail to such action. Such consent or consents shall be filed with the minutes of the meeting of the Vestry. Any certificate or other document filed under the provisions of the Arizona Nonprofit Public Benefit Corporation Law which relates to action so taken shall state the action was taken by an majority written or recorded consent of the Vestry without a meeting and that the By-laws authorized the Members of the Vestry to do so.Robert's Rules
Section 10.
All meetings shall be conducted in accordance with Robert's Rules of Order, as amended from time to time, and which are not in conflict with the Canons.
Article XVIII
Liability of Members and the Vestry and Indemnification
Not Personally Liable
Section 1.
Neither the Members nor the members of the Vestry of the Corporation shall as such be personally liable for the debts, liabilities or obligations of the Corporation.Indemnification
Section 2.
Except as provided in Section 3., each member of the Vestry and officer, whether elected or appointed and whether or not then in office, shall be indemnified by the Parish against expenses [including attorney's fees], judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any threatened, pending or completed action or proceeding whether civil, criminal, administrative or investigative, to which such member of the Vestry or officer, was, is or is threatened to be made a party by reason of the fact that such member of the Vestry or officer is or was an agent of the Parish; Provided however, that such person acted in good faith, in a manner which such person reasonably believed to be in the best interests of the Parish and, in the case of a criminal proceeding, with no reasonable cause to believe that the conduct of such person was unlawful.Legal Action
Section 3.
With respect to any threatened, pending or completed action brought to procure a judgment in favor of the Parish for breach of duty relating to assets held in charitable trust, the Parish shall indemnify each Vestry member or officer [elected or appointed], whether or not then in office, who was or is a party or is threatened to be made a party to such action by reason of the fact that such officer or member of the Vestry was or is an agent of the Parish, against expenses actually and reasonably incurred [including attorney's fees] by such Vestry member or officer in connection, with the defense or settlement of such action; Provided, however, that such Vestry member or officer must have acted in good faith, in a manner such person believed to be in the best interest of the Parish and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would have used under similar circumstances.No indemnification
No indemnification shall be made under this section:a. Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval unless it is settled with the approval of the State Attorney General;b. Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of with or without court approval unless it is settled with the approval of the State Attorney General; or
c. With respect to any claim, issue or matter as to which such member of the Vestry or officer [elected or appointed], shall have been judged liable to the Parish in the performance of such person's duty to the Parish, unless the court in which such proceeding was or is pending determines on application that such person is fairly and reasonably entitled to indemnity for expenses specified by the court in light of all the circumstances of the case.
Indemnification
Section 4.
In the event that a member of the Vestry or officer [elected or appointed], whether or not then in office, has not been successful on the merits of defense of any proceeding described in this Article or in defense of any claim, issue or matter therein, such person shall be indemnified by the Parish only if authorized in the specific case, upon a determination by a majority vote of a quorum of members of the Vestry who are not parties to such proceeding that indemnification is proper in the circumstances because the proposed indemnitee has met the standards of conduct set forth in Section 2. and 3. as applicable. Should a quorum not be possible because all members of the Vestry are parties to such proceeding the determination required by this Section shall be made by the Bishop and Standing Committee of The Episcopal Diocese of Arizona.Expenses
Section 5.
Expenses may be advanced under this Article provided that the person seeking the advance has first undertaken or had undertaken on his behalf to repay all advances unless it is ultimately determined, as provided in Section 4., that indemnification is proper.Insurance
Section 6.
The Vestry may authorize the purchase and maintenance of insurance on behalf of any agent of the Parish against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Parish has the power to indemnify said agent under the terms of this Article.Section 7.
This Article does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an agent of the Parish, such person's rights to indemnification, if any, being limited to that required by contract or otherwise.
Article XIX
Constitution and Canons of the Episcopal Church to be Part of By-laws
Section 1.
The Constitution, Canons, Rules, Regulations and Discipline of the Church now known as the Constitution and Canons For The Government of the Episcopal Church in the United States of America, and the Constitution and Canons of The Episcopal Diocese of Arizona shall, unless they be contrary to the laws of the State of Arizona, always form and be deemed to be a part of the By-laws of this Corporation, and shall prevail against anything elsewhere herein contained that may appear to be repugnant to such Constitution, Canons, Rules, Regulations, or Discipline.
Article XX
Book of By-laws
Secretary Shall Keep
Section 1.
The Secretary shall keep and preserve in the principal office of the Corporation a printed copy of the Constitution and Canons of the Episcopal Church in the United States of America, and of the Constitution and Canons of said Church in The Episcopal Diocese of Arizona, each for the time being in force, to which he or she shall attach a copy of these By-laws, and the whole shall constitute and be known as the Book of By-laws which shall be open to inspection by Members of the Parish during normal business hours.
Article XXI
Amendments
Amendments
Section 1.
These Corporation By-laws may be altered, repealed or amended, or new By-laws may be adopted:a. By the vote of a majority of the Vestry at a meeting duly called for that purpose;b. By written consent of a majority of the Voting Members of the Corporation; or
c. By the vote of a majority of the Voting Members at a meeting duly called for such purpose, at which a quorum is present.
Conformity
Section 2.
The Vestry as soon as possible following each Diocesan or General Convention, shall amend these By-laws to bring the same into conformity with any changes made in the Constitution or Canons of the Episcopal Church or in the Constitution or Canons of The Episcopal Diocese of Arizona.Section 3.
All previous By-laws, or amendments, not herein contained, are hereby repealed.Certificate of Adoption
The foregoing By-laws of the St Mary's Episcopal Church, Phoenix AZ were adopted by majority vote by the Vestry, 2005.