Parish ByLaws

BYLAWS FOR THE PARISH OF HOLY TRINITY EPISCOPAL CHURCH

 

ARTICLE I:  NAME

The name of the corporation shall be Holy Trinity Episcopal Church, Incorporated, organized and incorporated as a non-profit corporation under and by virtue of the laws of the state of Florida, hereafter known as the Parish.  Parish is defined as Holy Trinity Episcopal Church, Fruitland Park, Florida and other church sites that may be established by Holy Trinity Church.

 

ARTICLE II:  PURPOSE

The purpose for which this corporation is formed is to serve Almighty God as disciples of Jesus in a Christian Community within the Episcopal Diocese of Central Florida (DCF) of the Episcopal Church of the United States of America (ECUSA) – to glorify God and nourish the members of our Community so that they can better live Christian lives and minister to others.  We recognize that although we are one Community, our Community is made up of individual, faithful Episcopalians with a wide spectrum of perspectives and opinions, some of which differ significantly.  But because our purpose and love for one another are much bigger than our differences, they will not dominate our life and work as a Community of God.  We expect to continue our fellowship and ministries and to thrive in the midst of the diversity that surrounds and is part of us.

 

ARTICLE III:  MEMBERSHIP

Members of the Corporation who may vote will be adult communicants who are 16 years of age and over, whose names are duly enrolled as such in the register of the Parish, and 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 IV:  MEETINGS OF THE MEMBERS

Parish meetings shall be opened with prayer and shall be presided over by the Rector of the Parish, who shall have a vote in such meetings.  In the absence of the Rector, the order of priority of the presiding officers shall be ex-officio:

                Senior Warden

                Junior Warden

                Secretary

If none of the above are present, the meeting may elect as presiding officer any person who is qualified to vote under this article.  The Secretary of the Vestry shall record the minutes of the Parish meeting, but in the absence of the Secretary or in the event that the Secretary must serve as the presiding officer, the presiding officer shall appoint a secretary to record the minutes.

Section 1.          Annual Meeting    

                        There shall be an Annual Meeting of the Members of the Corporation within 60 days before or on the 31^st day of January of each year.  At the Annual Meeting, at least one-third of the members of Vestry shall be elected.  Notice of such meeting shall be given at least 30 days prior to the meeting.

Section 2.           Special Meetings    

                       The Rector, or the Vestry, by the vote of at least a majority of its members, may call a special meeting of the members of the Corporation upon notice of at least 30 days. The manner of notice shall be subject to the approval of the Rector.  The Rector may shorten the time of notice to no less than 10 days.  Such notice shall state the matters to be considered at such meeting in appropriate detail.  Only those matters set forth in the notice may be considered at the special meeting.

 

ARTICLE V:  THE CLERGY

All clergy should be good and wholesome examples to their parish.  All clergy shall comply with all risk management and anti-racism policies of the DCF of ECUSA.

Section 1.           The Rector

                            The Rector has charge under the Constitution and Canons of all things affecting  the spiritual interests of the Congregation, subject only to the Ecclesiastical Authority (EA) of the DCF of ECUSA. 

a)       At all times the Rector shall be entitled to: 

·         the use and control of the church and all Parish buildings with the appurtenances and furniture thereof.

·         access to the church to open the same for public worship,

catechetical or other religious instruction, marriages, baptisms, burials and all other offices authorized by the church.

·         have full charge of all services in the church.

·         provide spiritual direction and full charge and control of all church schools, Parish schools and all other associations, including separate corporations, related to or connected with the Parish (except as provided in Canon XXV of the DCF).

b)     It is the duty of the Rector, subject only and at all times to the EA of the DCF of ECUSA, to give directions concerning the worship in the church, together with all that pertains thereto.  The Rector may appoint fit persons to perform such duties relative to the service of the church as may properly be done by lay persons. 

c)     The Rector is ex-officio President of the Vestry and has the right to vote at all times. 

d)      No member of the clergy may be called as Rector without the approval of the EA of the DCF of ECUSA. 

e)     No member of the clergy may be called as assistant clergy by any Parish without the approval of the EA of the DCF of ECUSA.  All assistant clergy work is at the discretion and under the direction of the Rector. 

f)       Every member of the clergy temporarily vacating his or her cure shall arrange in advance for the supply of services and the care of the congregation during any absence.  The Rector must notify the Wardens of all arrangements made. 

g)     The establishment and dissolution of pastoral relations shall be conducted in accordance with the appropriate canons.  Upon request of the Rector, the pastoral relationship may be dissolved by a two-thirds vote of the entire membership of the Vestry.  Upon dissolution of the pastoral relationship, the Senior Warden shall chair a special committee, approved by the Vestry, to be responsible for the search for and screening of applicants for the position of Rector.  This committee shall consult with the EA of the DCF of ECUSA and follow the instructions for actions to be taken.  No applicant shall be denied rights, status or access to an equal place in the life, worship and governance of this church because of race, color, ethnic origin, national origin, marital status, sex, sexual orientation, disability or age except as otherwise specified by the Canons of ECUSA.   

h)     The staff and employees of the congregation shall serve under the direction and control and at the pleasure of the Rector.  Nothing in this section, however, shall prevent the Rector from delegating to an employee, the Vestry, or the committee thereof, all or part of the authority to employ, direct, control, evaluate, discharge, or otherwise control the staff or employees. 

Section 2.            Deacons

                        Every Deacon shall be subject to the direction of the EA of the DCF of ECUSA.  A Deacon shall officiate only in such places such EA may designate.

a)     Only Deacons in training for the priesthood may be in charge of the Parish.

b)      A Deacon ministering in this Parish is under the charge of the Rector when in residence and an appointed Priest when not, and shall act under the direction of such Rector or Priest in all such ministrations.

c)      A Deacon ministering in this Parish when there is no Priest shall be placed under the authority of a neighboring Priest.  Such Deacon shall be governed by the priest in subordination to the EA of the DCF and ECUSA.

 

ARTICLE VI:  THE VESTRY 

It shall be the duty of the Vestry to:

·         take charge of the property of the Parish.

·         keep the same fully insured.

·         prepare a budget providing for the necessary requirements and expenditures of the Parish.

·         regulate all its temporal concerns.

·         elect and with the approval of the Bishop, call a Rector.

·         provide for the Rector’s maintenance.

·         keep order in the Church during worship.

·         act as helper to the Rector in whatever is appropriate to the laity.

Section 1.               Members and Qualifications     

                          The Parish vestry shall consist of nine (9) pledging members from each worship site.  The Rector shall be a non-elected member of the Vestry.  To be a qualified for election to the Vestry of Holy Trinity Episcopal Church a person must be at least 18 years of age and an adult confirmed communicant in good standing.  One-third of the members of the Vestry shall be elected each year to serve a term of three years.  Any Vestry member completing service for a full term shall not be eligible to serve on the Vestry until one year or more has elapsed.  Retiring Vestry members may serve ex-officio for the year following their retirement. 

Section 2.               Nominations     

                          Three months prior to the Annual Meeting, the Rector, or, in the absence of the Rector, the Senior Warden, shall appoint a Nominating Committee.  The Nominating Committee shall nominate candidates to fill the expiring terms for that year.  The nominations shall be presented to the Rector or, in the absence of the Rector, to the Senior Warden, in writing at least 10 days prior to the Annual Meeting.  Additional nominations may be made from the floor at the Annual Meeting. 

Section 3.               Elections and Vacancies 

                                The Vestry shall be elected at the Annual Meeting of the Parish.  They shall be chosen by ballot, and a majority of those voting shall be necessary for the election.  Procedures provided in Robert’s Rules of Order shall be implemented in the event of a tie vote.  Newly elected members shall take office at the organizational meeting of the Vestry following the election and shall be installed at a regular church service at a time designated by the Rector.  Should a vacancy occur on the Vestry during the year, the Rector shall appoint a successor, with the consent of a majority of the remaining members of the Vestry, to serve until the next Annual Meeting of the Parish. 

Section 4.               Removal of Vestry Members

                          A Vestry Member may be removed from office pursuant to the following:

a)     Any member of the Vestry shall be removed from office with or without cause by the vote or agreement in writing by a majority of all votes of the membership of the Parish.

b)     The notice of a meeting of the members to recall a member shall state the specific Vestry member sought to be removed.

c)      A proposed removal of a Vestry member at a meeting shall require a separate vote for each member sought to be removed.  Where removal is sought by written agreement, a separate agreement is required for each Vestry member to be removed.

d)      If removal is effected at a meeting, any vacancies created thereby shall be filled by the members at the same meeting. 

e)      Any member of the Vestry may be removed from office upon the vote of that number of Vestry members constituting two-thirds of the number of Vestry members with the consent of the Rector and the consent of the EA of the DCF.

f)       A Vestry member who is removed from the Vestry shall not be eligible to stand for reelection until the next annual meeting of the members. 

g)      Any Vestry member removed from office shall turn over to the Vestry within 72 hours, any and all records of the Vestry in his/her possession. 

 

ARTICLE VII:  OFFICERS

In addition to the duties stated in this article, all officers shall have powers and duties as may from time to time be designated by the Vestry.  All officers, upon retiring, shall surrender to the Rector or Senior Warden, all records, keys and materials incidental to their office. 

Section 1.              President

                                The Rector shall be ex-officio president of the Vestry and shall have the right to vote at all times.

Section 2.              Wardens

                                At the Organizational Meeting of the Vestry following the Annual Meeting of the Parish, the Rector shall appoint one member of the Vestry to serve as Senior Warden.  The Vestry shall elect one member of the Vestry to serve as Junior Warden. 

a)      The Senior Warden shall be the chief lay officer of the Parish and shall exercise any and all powers incident to the office.  In the absence of the Rector or during a pastoral vacancy in the office, he/she shall provide for the temporary performance of the Rector’s duties. 

b)      In the absence of the Rector and the Senior Warden, the Junior Warden shall provide for the temporary performance of their duties. 

Section 3.              Secretary and Treasurer

                          The Vestry, at the Organizational Meeting following the Annual Meeting of the Church, shall elect from the Church’s membership a Secretary and a Treasurer.  Assistant Secretaries and Assistant Treasurers may be appointed by the Vestry.

a)     The Treasurer shall have custody of all funds of the Parish and shall keep a full record of all monies received, deposited into a financial institution and paid on each account.  The Treasurer shall perform these duties in accordance with Diocesan Canons and the procedures set forth in these Bylaws.  The Treasurer shall present a complete un-audited financial statement at the Annual Parish Meeting, at each regular Vestry meeting, and on the special request of the Parish or Vestry. 

b)     The Secretary shall record the minutes for every Vestry meeting and every meeting of the Parish, attest to its public acts, preserve all records and papers belonging to the Parish, and perform such other duties as may be assigned. 

 

ARTICLE VIII:  VESTRY MEETINGS

Section 1.              Organizational Meeting

                         The Organizational Meeting of the Vestry shall be held as soon as possible following the Annual Meeting of the Parish.

Section 2.              Regular Meetings

                          Regular Meetings of the Vestry shall be held at times and dates agreed on by the Rector and the Vestry.

Section 3.              Special Meetings

                         Upon reasonable notice, special meetings may be held on call of the Rector; or, in the absence of the Rector, by the Senior Warden; or at the request of two or more members of the Vestry.  The Bishop has the discretion to call a meeting of the Vestry and preside at such meeting.

Section 4.              Quorum

                          A quorum for the conduct of official business shall consist of a majority of the members of the Vestry.

Section 5.              Attendance:

                          Three unexcused absences at regularly scheduled Vestry meetings during a calendar year shall constitute grounds for removal from the Vestry.   

 

ARTICLE IX:  PARISH ADMINISTRATION

The fiscal year of the Parish shall be the calendar year.  The Treasurer and any other individual within the Parish whose job description shall include (on a regular basis) the unsupervised handling of substantial amount of funds shall be adequately bonded.

Section 1.               The Budget.

                           The Vestry shall prepare or cause to be prepared each year a proposed income and expense budget for the following year. The budget shall be reviewed and approved by the Vestry prior to the Annual Meeting of the Parish and shall be presented at the Annual Meeting.  A proposed budget for the proceeds of the Frame Estate bequest and all other bequests under the governance of the Vestry or members thereof shall also be submitted for approval by the Vestry prior to the Annual Meeting and shall be presented at the Annual Meeting.   

Section 2.              Indebtedness

                          No indebtedness shall be incurred by the Vestry on behalf of the Parish unless it is in accordance with the provisions of the Canons of the Diocese of Central Florida.

Section 3.           Methods

                          The methods used by the Parish in conducting its business shall be in conformance with those delineated in and of the Canons of the Diocese and The Manual of Business Methods in Church Affairs.

Section 4.            Accounting Procedures

                          Accounting of funds shall be accomplished using the following guidelines: 

a)     The removal of offerings from the alms basin shall be performed by the Treasurer, designees, or the Rector.  

b)     Those designated by the Treasurer to prepare Parish deposits shall conform to and comply with the procedures established by the Treasurer in keeping with standard accounting practices. 

c)     All contributions and offerings received, including the funds of all Parish organizations, shall be posted in detail. 

d)     The Treasurer of the Parish, along with all Parish organizations, shall maintain an accurate record of all receipts and disbursements for each of its funds.  All disbursements must be adequately supported by satisfactory documentation and a copy of the check issued.   

       Expenditures and disbursements shall be accomplished using the following guidelines:

a)      Except for utilities, payroll taxes, insurance premiums, salaries and wages, Diocesan assessment and contracted items, invoices must be initialed by the Rector or one of the Wardens before a check is disbursed by the Treasurer.  This requirement does not apply for Parish organizations. 

b)      Vestry approval is required for any single expenditure that exceeds $500 of a line-item in the Parish’s budget except those named in sub-section a) above. 

c)      All checks, notes, drafts, bonds, acceptances, leases, contracts, and all other documents and instruments shall be signed by two of the following persons:  the Rector, Senior Warden, Junior Warden, Treasurer, Secretary or retiring Wardens in the year following their retirement. 

Section 5.            Financial Statements

                          The Treasurer shall prepare and distribute to the Vestry monthly:

a)      Financial statements of the Operations Fund and a summary of all fund balances. 

b)      An accounting of receipts and expenditures for all bequests. 

The Treasurer shall also be responsible for the distribution of all annual financial statements to the Parish at the Annual Meeting.

Section 6.                Audit

                               The financial records of the Parish, including those of all Parish organizations and entities, shall be audited annually.  An independent certified public accountant or a committee composed of at least two individuals appointed by the Vestry who shall have the appropriate qualification shall conduct the audit. If an audit committee performs the audit, it shall be conducted according to guidelines established by the Ecclesiastical Authority. A certificate of audit shall be forwarded to the Diocesan Treasurer no later than September 1 of each year covering reports of the previous calendar year.

Section 7.              Discretionary Funds

                                The Guidelines for Clergy Discretionary Funds in effect as adopted by the Ecclesiastical Authority and the Diocesan Board shall apply.

Section 8.              Investments and Securities

                         The Treasurer, Rector, and Wardens shall have the authority to endorse and sell all securities on behalf of the Parish, once the Vestry has approved the sale of the securities.  Securities given as a gift to the Parish shall be sold on the first business day or as soon as possible after acquisition, unless otherwise directed by the Vestry.

The officers of the Vestry shall have the full right, power, and authority to execute proxies on behalf of the Parish for securities owned by the Parish. The proxy vote is by their sole, prudent discretion, unless otherwise directed by the Vestry.

Section 9.              Insurance

                                The Vestry shall be responsible for maintaining the following insurance coverage: 

a)       Adequate coverage on all properties belonging to the Parish including, but not limited to, the church, adjacent buildings and rectory, workers’ compensation coverage and liability coverage for all employees and volunteers.  Coverage will be reviewed at least annually. 

b)       Life insurance, hospitalization coverage, disability coverage, and retirement benefits as shall be authorized and approved by the Vestry. 

Section 10.            Parish in Trust

                          The Vestry shall hold this Parish in trust for the DCF as it is guided by the Constitution and Canons of ECUSA.

 

ARTICLE X:  AMENDMENTS

These By-Laws, after approval by the Vestry, may be amended or repealed by a majority of the electors present and entitled to vote at any Annual Meeting or Special Meeting.  The notice of such meeting and proposed amendments or repeal of the By-Laws will be sent to qualified electors not less than two weeks prior to the Meeting.  Amended By-Laws must be approved by the Bishop of the DCF of ECUSA prior to their taking effect.