By-laws

Accepted at the parish meeting March 1, 2009

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Contents | By-laws | Index

Table of Contents

Article 1 TITLE

Article II PURPOSE

Article III CORPORATION OF ST. STEPHEN’S
PARISH MEETINGS
Section 1 Annual & Special Meetings
(a)Annual Meeting Date
(b)Special Meetings
(c)Notice to Congregation
(d)Purpose & Agenda – Annual Meeting
(e)Purpose & Agenda – Special Meeting
(f)Presiding Officer, Selection, Duties
Section 2 Qualified Voters
Section 3 Quorum at Annual and Special Meetings, Method for Voting, Polls
Section 4 Delegates to Diocesan Convention; Terms of Office
Section 5 Parochial Reports and Records

Article IV LAITY: DEFINITIONS, QUALIFICATIONS, RESPONSIBILITIES & DUTIES
Section 1 Definition of Member
Section 2 Communicants, Adult Communicants, Adult Communicants in Good Standing

Article V CORPORATION OF ST. STEPHEN’S
VESTRY
Section 1 (a)Composition of Vestry, Officers of the Corporation, Qualifications for Vestry & Wardens
Section 2 Wardens and Vestry Members: Number, Terms of Office, Vacancies, Senior and Junior Wardens
Section 3 Terms of Office: Combined and Consecutive Terms; Eligibility to Run Again
Section 4 Vestry Meetings: Regular and Special, Executive Session, Purpose, Scheduling, Quorum
Section 5 Notification Requirements and Method
Section 6 Presiding Officer, Duties, Tie Votes
Section 7 Quorum Necessary to Take Action
Section 8 Rules of Order
Section 9 Good Faith and Diligence
Section 10 Reliance on Financial Statements
Section 11 Appointment of Clerk
Section 12 Duties of Clerk
Section 13 Appointment of Treasurer
Section 14 Duties of Treasurer
Section 15 Treasurer’s Reports to Vestry
Section 16 Assistant Treasurer
Section 17 Bonds for Treasurer and Assistant Treasurer
Section 18 Appointment of Counsel
Section 19 Vacancies in Office of Clerk, Treasurer, Assistant Treasurer, and Counsel

Article VI CORPORATION OF ST. STEPHEN’S
PROPERTY REAL & TEMPORAL
Section 1 Vestry authority Over Temporalities and Property
Section 2 Deeds, Contracts & Other Instruments
Section 3 Approval of and Exceptions to Financial Liabilities
Section 4 Real Property: Sale, Mortgage, Lease or Other Disposition
Section 5 Gifts, Devices and Bequests
Section 6 Submission of Plans to Diocese

Article VII FINANCES
Section 1 Budget – Procedures for
Section 2 Budget – Purpose and Revisions
Section 3 Audits
Section 4 Safety Deposit Boxes

Article VIII COMMITTEES
Section 1 Standing Committees
Section 2 Vestry Authorization & Discontinuance of Other Committees and Task Forces
Section 3 Appointments, Membership, Terms of Office, Vacancies
Section 4 Nominations Committee
Section 5 Finance Committee – Duties
Section 6 Finance Committee – Insurance
Section 7 Treasurer as Member of Finance Committee
Section 8 Personal Committee
Section 9 Endowment Committee
Section 10 Treasurer of Endowment Committee
Section 11 Endowment Committee Reports
Section 12 Buildings and Grounds Committee

Article IX PARISH EMPLOYEES – CLERGY
Section 1 Rector
Section 2 Assistant and Associate Clergy
Section 3 Resignation/Removal of Rector; Notification of Diocese; Provisions for Continuation of Services
Section 4 Duties

Article X PARISH EMPLOYEES (LAY)
Section 1 Lay Employees
Section 2 Management of Lay Employees
Section 3 Accountability

Article XI BYLAWS

By-laws

ARTICLE I: TITLE
________________________________________________________________________
St. Stephen’s Episcopal Church (the “Parish”), located in Schenectady, New York, is a corporation recognized by the State of New York. The corporation’s officers are the Rector, Wardens and Vestry. St. Stephen’s acknowledges the authority of the Protestant Episcopal Church of the USA and the Constitution and Canons of the Protestant Episcopal Diocese of Albany. St. Stephen’s Church is composed of Christians serving Our Lord Jesus Christ as members of his body, the Church.

ARTICLE II: PURPOSE
________________________________________________________________________
St. Stephen’s is a community of Christians who strive to grow in faith, through the Holy Spirit; who love and worship the Lord, love and care for each other, and reach out to others in the world to manifest God’s love. The parish wishes to follow the example of the deacon and martyr, St. Stephen, who lived his faith in service to others.

ARTICLE III: CORPORATION OF ST. STEPHEN’S
PARISH MEETINGS
________________________________________________________________________
Section 1. Annual and Special Meetings
(a) Annual Meeting Date
(1)The Annual Meeting of this Parish shall be held on the third Sunday of January in each year, at an hour to be fixed by the Vestry.
(2)In the event of unforeseen circumstances requiring cancellation, the Annual Meeting shall be held the following Sunday.
(b) Special Meetings

  1. Special meetings of the Parish may be held on any Sunday or secular day and at any hour and at any place fixed by the Vestry.
  2. Special meetings may be called by the Rector, Wardens or Vestry.
  3. Special meetings may also be called by the Wardens whenever so requested in writing by at least 25 voting members of the Parish.
  4. In the event of unforeseen circumstances requiring cancellation of a Special Meeting, such meeting shall be rescheduled at a date agreed upon by the Vestry.

(c) Notice to Congregation

  1. Notice of the Annual Meeting or special meeting shall be read by the Rector. If this is not possible, the notice shall be read by the officiating minister or by a Warden of the Parish. The notice shall be read at the time of worship on each of the two Sundays preceding the Annual or Special Meeting.

ARTICLE III: CORPORATION OF ST. STEPHEN’S
PARISH MEETINGS
Section 1. Annual and Special Meetings
(c) Notice to Congregation (continued)

  1. If, for any reason, the usual place of worship of the Parish is not open, the notice shall be posted conspicuously on an outer door of the place of worship for two weeks preceding the Annual or Special Meeting.
  2. The notice shall be printed in the Sunday bulletin and noted on the Parish website. An electronic notice of such meeting shall be sent to the congregation twice during the two weeks preceding the Annual or Special Meeting.

(d) Purpose and Agenda – Annual Meeting
The notice of the Annual Meeting shall specify

  1. the name and term of office of each church warden and vestry person(s) whose term(s) of office have expired;
  2. the name(s) & title(s) of position(s) which were vacated since the last Annual Meeting;
  3. the name and term of office of each church warden and vestry person(s) to be elected;
  4. the names & terms of office of the Delegates to the Diocesan Convention;
  5. matters or questions to be brought before the meeting.
  6. No matter or question not specified in the published notice shall be acted upon at the Annual or Special Meeting.
  7. Matters or questions not listed in the published notice may be discussed under New Business and recommendations made for review or action at a subsequent Parish Meeting or, if appropriate, recommendation may be made to the Vestry.

(e) Purpose and Agenda – Special Meeting
(1)The purpose and agenda of any Special Meeting shall be set by the party calling for the meeting. This may be the Rector, the Wardens, and/or the Vestry.
(f) Presiding Officer, Selection and Duties

  1. The presiding officer of Annual and Special Meetings of the Parish shall be the Rector.
  2. If there is no Rector available, one of the Church Wardens shall be the presiding officer.
  3. The Church Warden shall be elected as the presiding officer by a simple majority of the qualified voters present.
  4. If no church warden is present, a vestry member shall be elected as described in (e)(3)above.

ARTICLE III: CORPORATION OF ST. STEPHEN’S
PARISH MEETINGS
Section 1. Annual and Special Meetings
(e) Presiding Officer, Selection and Duties (continued)

  1. The presiding officer shall
      1. be the judge of the qualifications of the voters;
      2. receive the votes cast;
      3. declare the results of the votes cast;
      4. enter the proceedings of the meeting in the book of the minutes of the Vestry, sign his/her name to the minutes, and shall offer the same to as many qualified voters present as s/he shall think fit, to be also signed by them.

Section 2. Qualified Voters
a) Definition
All persons 18 years of age or older who are members of St. Stephen’s and who meet the definition of Adult Communicant in Good Standing, as defined in Article IV, Section 2(c), shall be qualified voters at the Annual Meeting and at Special Meetings.
(b) Availability for Inspection
The Rector shall keep a list of those qualified to vote, and of those qualified to hold office and shall have the list available for inspection at the Annual Meeting or Special Meeting.

Section 3. Quorum at Annual and Special Meetings, Method for Voting, Polls
(a) The presence of 40 qualified voters at any Annual Meeting or Special Meeting shall constitute a quorum.
(b) The action of an Annual or Special Meeting upon any matter or question shall be decided by a simple majority of the qualified voters present. No votes may be cast by proxy.
(c) The polls of an election shall remain open for one hour, and longer at the discretion of the presiding officer. A simple majority of the qualified voters present may also vote to have the hours of polling extended beyond one hour.

Section 4. Delegates to Diocesan Convention, Terms of Office
(a) Three lay delegates to the Diocesan Convention shall be elected at each regular Annual Meeting. Three alternates shall also be elected. The lay delegates are to represent the Parish.
(b) The lay delegates and their alternates shall serve for one year.
(c) Any adult communicant of this Parish, as defined in Article IV, Section 2 (c) is eligible to serve as a lay delegate or alternate delegate.

ARTICLE III: CORPORATION OF ST. STEPHEN’S
PARISH MEETINGS
Section 5. Parochial Reports and Records
(a) St. Stephen’s Parochial Report shall be filed with the Office of General Convention. A copy of the report, together with the list of congregational officials for the ensuing year, shall also be sent to the Bishop not later than the date designated by Diocesan requirements.
(b) The maintenance of Parish records and the making of required reports shall be the joint responsibility of the Rector and the Vestry.
(c) For purposes of the Parochial Report, members are defined as those individuals who have been baptized, confirmed and/or transferred their membership to St. Stephen’s.

ARTICLE IV: LAITY: DEFINITIONS, QUALIFICATIONS, RESPONSIBILITIES and DUTIES
________________________________________________________________________
Section 1. Laity – Definition of Member
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, and whose baptism has been duly recorded in the Parish or in another Christian church, are members of St. Stephen’s Parish.

Section 2. Communicants, Adult Communicants, Adult Communicants in Good Standing
(a) “Communicants” are all members of this Parish who have received Holy Communion at least three times during the preceding year.
(b) “Adult Communicants” are “communicants” who are eighteen years of age and over.
(c) “Adult communicants in good standing” are all adult communicants of this Parish 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.

ARTICLE V: CORPORATION OF ST. STEPHEN’S - VESTRY
________________________________________________________________________
Section 1. Composition of Vestry, Officers of the Corporation, Qualifications for Vestry and Wardens
(a) Composition of Vestry
The Vestry, as the Board of Directors of the Corporation of St. Stephen’s, shall consist of the Rector, church wardens and vestry members.
ARTICLE V: CORPORATION OF ST. STEPHEN’S – VESTRY
Section 1. Composition of Vestry, Officers of the Corporation, Qualifications for Vestry and Wardens (continued)
(b) Officers of the Corporation
The Officers of the Corporation are the Rector, ex officio, as chairperson; the two Wardens, as well as the Treasurer and the Clerk, both of whom are appointed by the Vestry and are not voting members.
(c) Qualifications for Wardens and Vestry
Wardens and Vestry members must be Adult Communicants in Good Standing, as defined in Article IV, Section 2(c).

Section 2. Wardens and Vestry Members: Number, Terms of Office, Vacancies, Senior and Junior Wardens
(a) Number of Wardens and Vestry Members

  1. The Parish shall have two church Wardens and nine Vestry members. Wardens and Vestry members shall be elected by the members of the Parish. The definition of “member” is defined in Article IV, Section 1.
  2. The slate of officers set for election shall be that as presented to the Vestry by the Nominations Committee
  3. The selection of candidates by the Nominations Committee does not preclude nominations of additional candidates by members of the Parish from the floor of the Annual Meeting
  4. Candidates nominated from the floor must meet the same criteria for eligibility as a Vestry member as those candidates presented by the Nominations Committee (see Section 1 (c) of this Article)
  5. No candidate shall be proposed by anyone unless that person has given her/his consent in writing to run and to serve if elected.

(b) Terms of Office for Wardens and Vestry Members
At each Annual meeting, the following positions shall be elected for the terms noted:

  1. one Church Warden shall be elected to serve for a term of two years;
  2. three Vestry persons shall be elected each to serve for a term of three years.

(c) Vacancies in the Offices of Wardens and Vestry
If a vacancy occurs of either a Warden or a Vestry member, the vacancy may be filled by appointment for the remainder of the year by a majority vote of the Vestry. At the next Annual Meeting, the vacancy will be filled by general election for the remainder of the term vacated.

ARTICLE V: CORPORATION OF ST. STEPHEN’S – VESTRY
Section 2. Wardens and Vestry Members: Number, Terms of Office, Vacancies, Senior and Junior Wardens (continued)
(d) Senior Warden & Junior Warden

  1. A person elected as Warden shall be considered the Junior Warden during his/her first year in office.
  2. During the second year of the term, such person shall be considered the Senior Warden.

Section 3. Terms of Office: Combined and Consecutive Terms, Eligibility to Run Again
(a) Terms of Office
No person, except for the Rector, including the appointed officers, shall serve more than six consecutive years on the Vestry. Vestry members may not serve more than two (2) consecutive three-year terms. Wardens may not serve more than three (3) consecutive two-year terms.
(b) Warden and Vestry Terms combined
A person may serve combined consecutive terms of Warden and Vestry member provided the total time served does not exceed six years.
(c) A Warden or Vestry member who has served two full terms in office and whose second term of office is about to expire on the date of the Annual meeting is ineligible for re-election until after the expiration of one year.

Section 4. Vestry Meetings: Regular, Special, Executive Session, Purpose, Quorum
(a) Regular Vestry Meetings
With the exception of July & August, regular meetings of the Vestry shall be held monthly at a time and place approved by the Vestry.
(b) Special Vestry Meetings
Special Vestry meetings may be called at any time by the Rector. If there is no Rector or the Rector is incapable of acting, a Special Meeting may be called by the Senior Warden first, and then the Junior Warden.

ARTICLE V: CORPORATION OF ST. STEPHEN’S – VESTRY
Section 4. Vestry Meetings: Regular, Special, Executive Session, Purpose, Quorum (continued)
(c) Executive Session
Upon a majority vote of the Vestry Members, taken at a meeting open to all parishioners, the Vestry may go into a closed Executive Session for one or more of the following reasons:

  1. matters leading to the appointment, employment, promotion, discipline, suspension and dismissal or removal of a particular person, contractor, or service provider;
  2. information that relates to a current or future investigation for possible wrongdoing or the prosecution of criminal offenses, and the discussion of pending or current civil litigation.

Attendance at such Executive Session shall be the Vestry members and persons designated by the Chair. If there is disagreement with regard to attendance by non-Vestry members, then a motion can be made to determine who may and may not be present.
(d) Purpose

  1. Vestry meetings

Meetings of the Vestry shall be held for the transaction of the usual matters of Parish business.

  1. Special meetings

Special meetings of the Vestry may be held whenever required for the transaction of special matters of business.
(e) The requirements set forth for a quorum in Section 7 of this article shall apply to both regularly scheduled Vestry meetings and Special Vestry meetings.

Section 5. Notification Requirements and Method
(a) Regular Vestry Meetings

  1. The yearly schedule of Vestry Meetings, as set forth in this Article, Section 4(a), shall be distributed to all Vestry members immediately following the first meeting of the year following the Annual Meeting.
  2. Such schedule shall constitute meeting notification to the Vestry.
  3. In the event unforeseen circumstances require cancellation of a regularly scheduled Vestry meeting, the Rector shall notify the Vestry members no less than one week prior of the new date and time.
  4. If there is no Rector, or if the Rector is incapable of acting, then one of the Wardens shall notify all other Vestry members as set forth in Section 5(a)(1) above.

ARTICLE V: CORPORATION OF ST. STEPHEN’S – VESTRY
Section 5. Notification Requirements and Method
(a) Regular Vestry Meetings (continued)

  1. If the first meeting following the Annual Meeting is held within three days after the election of the new Vestry members, then 24 hours notice of the meeting shall be sufficient.
  2. In the event the Rector refuses or neglects to call a meeting of the Vestry, on the written request of two-thirds of all the Wardens and Vestry members, the Clerk of the Vestry shall call a meeting of the same by giving at least fifteen (15) days written notice to the two Wardens and each Vestry member.

(b) Special Vestry Meetings

  1. The Rector shall notify the Vestry Members of the date, time and location of a Special Vestry Meeting no less than one week prior to such meeting.
  2. If there is no Rector or if the Rector is incapable of acting, then one of the Wardens shall notify all other Vestry members of the Special Vestry meeting no less than one week prior to such meeting.

(c) Members of the Congregation

  1. The congregation shall be informed of regularly scheduled Vestry meetings via the monthly announcement in the newsletter and the published date on the Church calendar.
  2. The congregation shall be informed at least one week prior of the date, time and location of special Vestry meetings.
  3. Members of the congregation are to be made aware that their presence at Vestry meetings is welcomed so that they may be present in person, or bring to the attention of Vestry members matters which should be considered for the good of the Parish.

(d) Notification Method
Notification shall be via one or more of the following methods:

  1. the Parish website,
  2. the newsletter,
  3. notification from the altar at the time of worship,
  4. a bulletin announcement,
  5. a notice posted prominently in the Parish Hall, and/or
  6. a form of electronic communication (email, PDA, etc).

ARTICLE V: CORPORATION OF ST. STEPHEN’S – VESTRY
Section 6. Presiding Officer, Duties, Tie Votes
(a) The Rector shall act as chairperson, preside at all meetings, and be an ex-officio member of all committees. In the Rector’s absence, the Senior Warden or Junior Warden, in that order, shall preside.
(b) In the case of the absence or disability of the Rector and if both Wardens are absent or incapable of presiding, the presiding officer shall be a member of the Vestry chosen by the Vestry to act temporarily in that capacity.
(c) Each Warden and member of the Vestry shall be entitled to one vote.
(d) The presiding officer shall vote only in case of a tie.

Section 7. Quorum Necessary to Take Action
The quorum necessary to take official action at Vestry meetings shall be as follows:
(a) The Rector and at least a majority (6) of the whole number of Church Wardens and Vestry members; or
(b) One Church Warden and one more than a majority (5) of the members of the Vestry; or
(c) If the meeting is called by the Rector but the Rector is absent or incapable of acting, one Church Warden and a majority of the members of the Vestry, or both Church Wardens and one less than a majority of the members of the Vestry.

Section 8. Rules of Order
The proceedings of regular and special Vestry meetings may be guided by the rules contained in the current edition of Robert’s Rules of Order – Newly Revised, or another recognized procedural resource as agreed to by the Vestry. Such resource(s) may be used provided they are consistent with these Bylaws, the Religious Corporations Law of the State of New York, the Canons of the Episcopal Church, and the Canons of the Diocese of Albany, or any special rules which the Vestry may adopt.

In all cases, the purpose for using such resource(s) shall be to further efficiency, transparency, and an orderly process; and to enable everyone to be heard. Such resource(s) may not be used to obstruct the work of the Vestry or cause needless delays in the running of the Church.

ARTICLE V: CORPORATION OF ST. STEPHEN’S – VESTRY
Section 9. Good Faith and Diligence
Members of the Vestry and officers of the corporation shall discharge the duties of their respective positions in good faith and with that degree of diligence, care and skill that ordinarily prudent persons would exercise under similar circumstances in like positions. In the administration of the powers to make and retain investments pursuant to Section 512 of the New York State Not-for-Profit Corporation Law and to appropriate appreciation pursuant to section 513 of that Law, the Vestry shall consider among other relevant factors the long-and short-term financial needs of the corporation, its present and anticipated financial requirements, expected total return on its investments, price level trends and general economic conditions.

Section 10. Reliance on Financial Statements
In discharging their duties the members of the Vestry and officers of the corporation, when acting in good faith, may rely upon financial statements of the corporation represented to them to be correct by the treasurer or other officer of the corporation having charge of its books of accounts, or stated in a written report by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of the corporation.

Section 11. Appointment of Clerk
(a) At the first meeting of the Vestry following the Annual Meeting, a Clerk of the Vestry shall be appointed from among qualified* parish members (*see Article IV, Section 1) to serve for one year.
(b) The Clerk is an Officer of the Corporation and a non-voting member of the Vestry.

Section 12. Duties of Clerk
The Clerk of the Vestry shall
(a) keep a record of all Vestry proceedings,
(b) attest the Vestry minutes and all corporate acts,
(c) preserve and have charge of all papers and books (other then those of a fiscal character) of St. Stephen’s Church,
(d) deliver all papers to his/her successor, or, if there be none, to the Wardens, and
(e) sign, in his/her official capacity and in the name of and on behalf of St. Stephen’s Church, such contracts, certificates, letters, communications and other documents and instruments when directed by the Vestry.

ARTICLE V: CORPORATION OF ST. STEPHEN’S – VESTRY
Section 13. Appointment of Treasurer
(a) At the first meeting of the Vestry following the Annual Meeting, a Treasurer of the Vestry shall be appointed from among qualified* parish members (*see Article IV, Section 1) to serve for one year.
(b) The Treasurer is an Officer of the Corporation and a non-voting member of the Vestry.
(c) At its discretion, the Vestry may appoint an Assistant Treasurer. The Assistant Treasurer is also a non-voting member of the Vestry, and serves for a term of one year.

Section 14. Duties of Treasurer
(a) The Treasurer shall have the following duties:

  1. receive and keep all monies paid to him/her for the purposes of St. Stephen’s Church, except those designated as Endowment monies;
  2. deposit these monies in the name of the Parish in the bank or banks, trust company or trust companies, or other depository or depositories, which the Vestry shall designate;
  3. except as otherwise provided in the by-laws or by resolution of the Vestry, sign checks and drafts in connection with both the receipt and payment of money and, on the order of the Vestry, shall sign or countersign promissory notes, legal instruments or other papers;
  4. be responsible for the deposit and safekeeping in banks, trust companies or other depositories, designated by the Vestry, of all permanent funds and all securities, owned or held in trust by St. Stephen’s Church, but only such institutions shall be so designated as are Federal or New York State banks or Diocesan Corporations and as shall agree in writing, on behalf of themselves, as well as any nominee or nominees of theirs, to be responsible for the safe return of the securities received, upon written demand made therefore signed by the Treasurer or if s/he be incapacitated or absent, of the Assistant Treasurer if there be one, and the concurrence of the two wardens, or if one of the wardens be incapacitated or absent then any two Vestry members; and
  5. report any transaction consummated pursuant to the provisions of this section at the next meeting of the Vestry.

(b) The Treasurer shall not be responsible for monies and securities which are designated as Endowments.

ARTICLE V: CORPORATION OF ST. STEPHEN’S – VESTRY
Section 15. Treasurer’s Reports to Vestry
(a) At each regular meeting of the Vestry, and at such other times as it may request, the Treasurer shall present a written statement of all monies received and expended and of such other data as may be deemed pertinent or essential to a showing of the then current financial condition of St. Stephen’s Church.
(b) At the end of each calendar year, the Treasurer shall prepare an annual report and present the same at the next ensuing Annual Meeting.
(c) At the termination of the Treasurer’s service, s/he shall deliver into the hands of his/her successor, or the wardens, all monies, books, papers or other property of St. Stephen’s church in his/her possession.

Section 16. Assistant Treasurer
(a) The Assistant Treasurer shall perform the duties of Treasurer, as assigned by the Vestry, or by the Treasurer with the Vestry’s approval.
(b) During the treasurer’s absence or disability, her/his full powers and duties shall devolve upon the Assistant Treasurer.

Section 17. Bonds for Treasurer and Assistant Treasurer
a) The Treasurer shall be required to give a good and satisfactory surety bond or bonds for the faithful performance of his/her duties as such in an amount to be determined by the Vestry.
(b) Likewise, when specifically required by the Vestry, and, in any event, where the funds to be handled by her/him at any one time during the calendar year exceed one thousand dollars, the Assistant Treasurer shall give a similar bond in the amount to be determined by the Vestry.
(c) The expense incurred in procuring any such bond or bonds shall be borne by St. Stephen’s Church.
(d) Once during the calendar year, at a time designated by the Vestry, the amount and appropriateness of such bonds shall be reviewed by the Vestry and renewed if appropriate.

Section 18. Appointment of Counsel
(a) The Vestry may appoint a member of the bar of the State of New York as counsel to St. Stephen’s Church who shall be the legal advisor of the Vestry in all matters affecting the corporate status of the Parish and the management of its temporal affairs.
(b) Such counsel need not be a member of the Parish, shall not be a member of the Vestry, and as such shall have no vote.
(c) The Vestry may appoint special counsel for a particular time-limited task. When such task is completed s/he shall have no further duties for the Parish or the Vestry.
ARTICLE V: CORPORATION OF ST. STEPHEN’S – VESTRY
Section 19. Vacancies in Office of Clerk, Treasurer, Assistant Treasurer and Counsel
Vacancies in the office of Clerk, Treasurer, Assistant Treasurer or Counsel may be filled by the Vestry by a simple majority of the Vestry members at any regular or special Vestry meeting.

ARTICLE VI: CORPORATION OF ST. STEPHEN’S – PROPERTY, REAL AND TEMPORAL
________________________________________________________________________
Section 1. Vestry Authority Over Temporalities and Property
The Vestry is authorized to administer the temporalities and property, real and personal, belonging to the corporation, for the support and maintenance of the corporation and, provided it is in accordance with the discipline, rules and usages of the Protestant Episcopal Church and with the provision of law relating thereto, for the support and maintenance of other religious, charitable, benevolent or educational objects whether or not conducted by the corporation or in connection with it or with the Protestant Episcopal Church.

Section 2. Deeds, Contracts and Other Instruments
All deeds, contracts and other instruments of St. Stephen’s Church shall be executed under and by the direction of the Vestry in the corporate name of the Parish. Such instruments shall be signed by such officer or officers as may be specified by the Vestry.

Section 3. Approval of and Exceptions to Financial Liabilities
(a) No obligations or bills shall be contracted for St. Stephen’s Church, nor commitments of any kind be made or entered into on its behalf, nor disbursements be made, involving a liability or expenditure exceeding five hundred dollars, by anyone purporting to represent the Parish in an official capacity or otherwise, except as specifically directed or approved by the Vestry in advance, or as specifically provided for as an item of expense in a budget adopted by the Vestry and currently in effect.
(b) In case of emergency, when it is not possible to call a Vestry meeting, a commitment may be entered into, or an indebtedness may be incurred, or a payment may be made, even though not so authorized, for an amount not to exceed fifteen hundred dollars, upon the approval of the Treasurer, or if s/he be unavailable, then of any two vestry members. A report of any such transaction shall be made at the next meeting of the Vestry.

ARTICLE VI: CORPORATION OF ST. STEPHEN’S – PROPERTY, REAL AND TEMPORAL
Section 4. Real Property: Sale, Mortgage, Lease or Other Disposition
(a) The Vestry shall not take any measure to effect the sale, mortgage, lease, or other disposition, of the real property of St. Stephen’s Church, or the sale or disposition of the capital or principal of the personal property of the Parish, nor take any action which would impair the rights of the Rector, unless the Rector be present when such measures are being discussed.
(b) The Vestry shall not make application to any court for leave to sell or mortgage St. Stephen’s Church real property (as in such cases required by the Religious Corporation Law of New York) without the consent of the Bishop of the Episcopal Diocese of Albany and of the Standing Committee.
(c) The Vestry shall not execute and deliver a lease of the Church’s real property for a term exceeding five years without similar consent of the said Bishop and Standing Committee. If the See is vacant, or the Bishop absent or unable to act, the consent of the Standing Committee with their certificate of the vacancy of the See or of the absence of disability of the Bishop shall suffice.

Section 5. Gifts, Devices and Bequests
Subject to the limitations and conditions contained in any gift, device or bequest, the Vestry through the Endowment Committee may invest the funds of St. Stephen’s Church in such securities, investments or other property, real or personal, located within or without the State of New York, as it shall seem advisable without being restricted to those classes of securities which are lawful for the investment of trust funds under laws of the State of New York.

Section 6. Submission of Plans to Diocese
When contemplating new construction or material changes in existing structures, including permanent changes in the décor thereof, before undertaking such work, a representative designated by the Vestry shall submit plans and specifications for such work to the Diocesan Committee on Church Architecture.

ARTICLE VII: FINANCES
________________________________________________________________________
Section 1. Budget – Procedures for
(a) Annually, at a time determined by the Vestry, the Finance Committee shall prepare and submit to the Vestry an itemized statement of the anticipated income and expenditures of the Parish for corporate purposes for the following calendar year.
(b) The submitted statement shall be subject to revision by the Vestry.
(c) Upon adoption by the Vestry, it shall become the tentative budget of St. Stephen’s income and expenditures for the coming calendar year.
(d) Following the annual Stewardship Drive the Vestry shall adopt in final and complete form a budget of anticipated income and expenditures for the coming new calendar year.

Section 2. Budget – Purpose and Revisions
(a) The approved budget shall control the operations of St. Stephen’s Church during the calendar year for which it was adopted, subject to the direction and control of the Vestry.
(b) The Vestry may revise and re-adopt the budget at any time during the year for reasons deemed sufficient by an affirmative vote of not less than two-thirds of the Vestry membership.

Section 3. Audits
(a) As soon as possible after the end of each calendar year, and prior to the next Annual Meeting, the Treasurer’s books and accounts for such year shall be audited by a Certified or Independent Public Accountant, or reviewed by such an accounting agency as shall be permitted by the Finance Committee of St. Stephen’s.
(b) If there is a vacancy in the office of Treasurer, a like audit shall be made for the period beginning with the date which an audit was last concluded and ending with the date the vacancy occurred.
(c) The findings of each audit shall be provided to the Vestry and made available to the congregation for their review.

ARTICLE VII: FINANCES
Section 4. Safety Deposit Boxes (continued)
(a) Any safe deposit company used for the safekeeping of various articles shall be designated annually by a Vestry resolution.
(b) Access to any Safety Deposit box rented by St. Stephen’s shall be limited to any two, but not less than two, of the following:
The Rector, a church warden, the Treasurer, the Assistant Treasurer, the Finance Committee Chairperson.
(c) The two keys provided by the safe deposit company shall be in the keeping of the Rector and the Chair of the Finance Committee.

ARTICLE VIII: COMMITTEES
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Section 1. Standing Committees
The Standing Committees of the Vestry are:

  1. Nominations
  2. Finance
  3. Personnel
  4. Endowment
  5. Buildings and Grounds

Section 2. Vestry Authorization for and Discontinuation of Other Committees and Task Forces
The Vestry may authorize and discontinue other committees and task forces as it may deem advantageous. Further, the Vestry may then define the duties and powers of such committees and task forces.

Section 3. Appointments, Membership, Terms of Office, Vacancies
a) Standing Committee Chairs shall be appointed by the Rector and approved by the Vestry. This shall be done annually, at the first Vestry meeting following the Annual Meeting.
(b) Members of Standing Committees shall be drawn from members of the congregation and shall be appointed by the Committee Chair. These persons need not be members of the Vestry.
(c) Memberships on Standing Committees shall terminate at the first meeting of the Vestry after the Annual Meeting. The Rector shall be ex-officio a member of each committee.
(d) Vacancies in Committee Chair(s) may be filled by the Rector and approved by the Vestry at any regular or special Vestry meeting.

ARTICLE VIII: COMMITTEES (continued)
Section 4. Nominations Committee
(a) The Nominations Committee shall consist of the four members of the Vestry whose terms expire in the current year.
(b) It shall be the duty of the Nominations Committee to supply names of eligible candidates for the position of Warden, Vestry members, and Diocesan Convention Delegates for the Annual Meeting and also for such Vestry vacancies as may occur at times other than the Annual Meeting.

Section 5 Finance Committee - Duties
The Finance Committee shall
(a) manage the financial activities of the Church other than the raising of funds and the Endowments;
(b) supervise the collection, disbursements and records of accounts of the Parish;
(c) prepare the annual budget, and
(d) recommend the appointment of auditors.

Section 6 Finance Committee - Insurance
The Finance Committee shall
(a) ensure that St. Stephen’s Church buildings and contents are insured against fire and other customary hazards;
(b) purchase general liability insurance on St. Stephen’s Church premises and on its motor vehicles, if any;
(c) secure and maintain other kinds of insurance as may be reasonably required, all pursuant to the direction of, and in amounts fixed by, the Vestry, and
(d) provide an annual report to the Vestry of each of the insurance policies, the current coverage amounts, and the premiums.

Section 7 Finance Committee – Treasurer as Member
The Treasurer shall be a member of the Finance Committee.

Section 8 Personnel Committee
The Personnel Committee shall
(a) assist the Rector in maintaining staff position descriptions,
(b) recommend and oversee compliance of personnel policies,
(c conduct performance reviews of the Rector,
(d) ensure there are provisions for performance reviews of all employees, and
(e) make salary recommendations to the Finance Committee.

ARTICLE VIII: COMMITTEES (continued)
Section 9 Endowment Committee
The Endowment Committee shall deposit and invest and reinvest all gifts and bequests of money, including any proceeds received from the sale of real or personal property and securities made and received as an Endowment. Monies from such an Endowment shall be used to support the purpose identified by the gift or bequest, or for a specific purpose as the Vestry may direct.

Section 10 Treasurer of Endowment Committee
At the first meeting of the members of the Endowment Committee, after each annual appointment by the Vestry, a Treasurer of Endowments shall be elected from among their number or from qualified parish members to serve for one year and until her/his successor is elected and qualified. Further, the Treasurer of Endowments shall make and keep records of all trust and permanent funds showing at least the following: source and date, terms governing the use of principal and income and how the funds are invested.

Section 11 Endowment Committee Reports
The Endowment Committee shall submit reports of all investment activity to the Vestry twice annually, and an annual report to the Annual Meeting of the Parish.

Section 12 Buildings and Grounds Committee
The duties of the Buildings and Grounds Committee shall be:
(a) to supervise the care and maintenance of the buildings, grounds & equipment of the Parish.
(b) to prepare recommendations for repair, renewals and replacements of buildings and equipment.
(c) to monitor contracts for maintenance, repair and replacements of buildings and grounds equipment and machines.
(d) to carry out projects approved by the Vestry

ARTICLE IX: PARISH EMPLOYEES - CLERGY
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Section 1 Rector
The Rector shall be elected by a majority of the Vestry at a meeting duly convened for that purpose, or at a regular meeting of the Vestry; provided that at least 2/3 of the Vestry are present.

ARTICLE IX: PARISH EMPLOYEES - CLERGY (continued)
Section 2 Assistant and Associate Clergy
(a) The Rector, with the consent of the Vestry, may appoint Associate and Assistant clergy whose duties shall be those directed by the Rector consistent with ecclesiastical authority.
(b) Clergy so approved shall have a letter of agreement containing the provisions of their employment. These letters of agreement shall be reviewed annually by the Vestry.

Section 3 Resignation/Removal of Rector, Notification of Diocese, Provisions for Continuation of Services
(a) Except as provided in the Canons, the Rector may not resign without the consent of the Vestry. The Rector may not be removed against his/her will. The Rector’s compensation and allowances shall not be diminished without his/her consent.
(b) The Church Wardens shall notify the Bishop upon the Rector’s resignation or removal.
(c) The Vestry shall make temporary provisions for the maintenance of divine services.
(d) Canon 13 of the Diocese shall be followed in the calling of a new Rector.

Section 4 Duties
(a) The Rector shall keep a Parish Register containing the information required by the Constitution and Canons of the Protestant Episcopal Church in the United States of America and of the Episcopal Diocese of Albany.
(b) Whenever requested by a member of this Parish, the Rector shall give such person such a Letter of Transfer.
(c) The Rector shall carry out his/her other duties as provided in these Bylaws, consistent with the vows of a Priest, the Canons of the Church, and of the Religious Corporations Law of New York State.

ARTICLE X: PARISH EMPLOYEES – LAY EMPLOYEES
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Section 1 Lay Employees
The lay employees of the Parish shall be those whose employment and compensation has been approved by the Vestry.

Section 2 Lay Employees – Management Of
Recruitment, hiring, termination and performance reviews of Parish employees shall be conducted by the Rector in concert with the members of the Personnel Committee.

ARTICLE X: PARISH EMPLOYEES – LAY EMPLOYEES (continued)
Section 3 Lay Employees – Accountability
Lay employees of the Parish shall be responsible to and under the direction and control of the Rector, with liaison relationship to the Personnel Committee.

ARTICLE XI: BYLAWS
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    1. These bylaws may be amended or new bylaws adopted at any meeting of the Vestry at which a quorum is present by the vote of at least two-thirds of the members present.

(b) Written notice embodying such proposed amendments or new bylaws shall be given at a previous meeting of the Vestry.
(c) Written notice of the proposed amendments or new bylaws shall also be included in the written notice to the Vestry of the meeting at which such amendments or new bylaws are to be acted upon.
(d) These bylaws, new bylaws and any amendments shall become effective at the close of the Vestry meeting at which they are adopted.
(e) Not less often than every three years, the Vestry shall conduct a complete review of the bylaws and take into consideration appropriate modifications.

Distributed to Vestry for Review

_____________________________________________________ Vestry Clerk

_____________________________________________________ Date

Approved by Vestry

_____________________________________________________ Vestry Clerk

_____________________________________________________ Date

OR

Reviewed with No Changes

_____________________________________________________ Vestry Clerk

_____________________________________________________ Date

Index

INDEX

Bylaw Section Page Number

Adult Communicants (see Members)..................................................................... 4

Adult Communicants in Good Standing (see Members)....................................... 4

Annual Meeting (see Meetings)............................................................................. 1-3

Audits (See Finances).............................................................................................. 15

Bonds (see Vestry – Treasurer)............................................................................... 12

Budget (see Finances)............................................................................................. 15

Buildings and Grounds (see Committees)............................................................. 18

Bylaws (Article XI)

Clergy (see Parish Employees – Clergy)............................................................... 18-19

Clerk (see Vestry)

Committees, Standing (Article VIII, Sections 1-12)

Communicants (see Members)................................................................................ 4

Convention Delegates (Article III, Sec 4 (a-c) )

Counsel (see Vestry)

Deeds, Contracts & Other Instruments (see Property, Real & Temporal)........... 13

Delegates to Diocesan Convention (see Convention Delegates)............................ 3

Employees

Endowment Committee (see Committees)............................................................ 18

Finance Committee (see Committees)................................................................... 17

Financial Liabilities

Finances (Article VII, Section 1-4)

Insurance (see Finance Committee)....................................................................... 17

Laity (Article IV, Sections 1-2)

Meetings

Members

Membership on Committees (see Committees)..................................................... 16

Nominations Committee (see Committees)........................................................... 17

Officers of the Corporation (see Vestry)............................................................... 5

Parish Employees

Parish Members (see Laity).................................................................................... 4

Parochial Reports (Article III, Sec 5 (a-c) )

Personnel Committee (See Committees)............................................................... 17

Presiding Officer

Property, Real & Temporal (Article VI, Section 1-6)

Qualified Voters – Annual Meeting (see Voters).................................................. 3

Quorum

Safety Deposit Box (see Finance)........................................................................... 16

Special Meetings (see Meetings)............................................................................ 1-3

Tie Votes (see Vestry – Presiding Officer).............................................................. 9

Terms of Office

Treasurer (see Vestry)

Vacancies

Vestry (Article V, Section 1-10)........................................................................... 4-10

Vestry Meetings (see Vestry)................................................................................. 6-9

Vestry Members (see Vestry)
Terms of Office............................................................................................ 5
Qualifications................................................................................................ 5
Vacancies...................................................................................................... 5

Voters (Article III, Sec 2 (a-b) )

Wardens & Vestry Members (see Vestry)
Terms of Office (see Vestry)....................................................................... 5-6
Qualifications (see Vestry)........................................................................... 5
Vacancies (see Vestry)...........................................