By-Laws of St. Paul's Episcopal Church

Columbus, Indiana

Adopted by the Vestry April 2, 1956

(Last Amended February 4, 2007)

 

 

ARTICLE I – NAME

 

1.         The name of this parish shall be St. Paul's Episcopal Church

2.         The name of the edifice in which the religious services of the parish shall be conducted is St. Paul's Episcopal Church, which is situated at 2651 California Street, Columbus, Indiana.

3.         The Wardens and Vestry of this parish, in conjunction with the Rector shall constitute and be deemed a body politic and corporate under the name of "The Rector, Wardens and Vestrymen of St. Paul's Episcopal Church, Columbus, Indiana," and may also be designated and referred to as the "Vestry" of such church.

 

ARTICLE II - THE VESTRY

 

1.         The vestry of the Parish shall consist of the Rector and not less than nine (9) nor more than twelve (12) other persons.

2.         At each annual meeting of the membership of the Parish, an election shall be held to elect persons to replace those whose terms on the Vestry have expired.  Voting for Vestry candidates may be in person or by absentee ballot by members in good standing as defined by the Episcopal Church Cannons. (I.17.2a & II.17.3)

3          The Vestry shall have the full power and duty to carry out the purposes of the Episcopal Church in the Parish according to the canons, rules, and usages of The Episcopal Church and The Episcopal Diocese of Indianapolis

4.         The Rector shall have authority to appoint such staff persons, as the Rector deems necessary for the good operation of the Parish. All such appointments shall be with the approval of the Vestry. All staff members serve at the pleasure of the Rector.

5.         The Vestry shall have power to accept or reject conveyances of real property by purchase, gift or otherwise, and to hold the same to their successors in perpetuity for the sole and exclusive benefit of such church or parish, and for the uses declared in such conveyance of grant. The Vestry may erect and hold buildings for religious worship, for parsonages or for educational or benevolent purposes. It may lay out and establish suitable grounds for a cemetery or place for the burial of the dead, and it may appoint trustees or committees to take charge of any school, hospital, or cemetery which it may establish, and give directions concerning the management of the same. It may also acquire and possess, for the use of said parish, personal property, and may appropriate or invest all funds in its hands for the maintenance of religious worship, schools, libraries or other purposes not inconsistent with the canons, rules and usages of the Episcopal Church.

6.         A majority of the Vestry shall, in their corporate name, have power to sell, convey, lease, mortgage or otherwise dispose of the corporate property of the parish. Any conveyance of such corporate property under this power shall vest in the purchaser thereof all the right, title, interest or estate held by the Vestry on behalf of the parish; provided that no conveyance or mortgage or real estate hereby contemplated shall be valid for the purpose intended unless it shall have the consent or approval of the Bishop of the Diocese of Indianapolis and of at least a majority of the standing committee of the said Diocese expressed in writing, either endorsed upon the deed or mortgage to be recorded with it, or by a separate instrument to be acknowledged and recorded in the same manner as the deed or mortgage, as the case may be.

7.         The Vestry shall, at each annual meeting of members of the parish, make a general report of the affairs of the Church

8.         The fiscal year of the parish shall begin on the first day of January.

9.         In respect to all questions of construction of these By-Laws, the decision of the Vestry shall control.

10.       A majority of the Vestry shall constitute a quorum.

 

ARTICLE III – OFFICERS

 

1.         The officers of the Vestry shall be a Rector, a Senior Warden, a Junior Warden, a Treasurer, and a Clerk

2.         The Vestry may from time to time, in its discretion, appoint an Assistant Treasurer and an Assistant Clerk. Said persons shall be members in good standing of the Parish but need not be members of the Vestry

3.         In addition to the duties of the respective officers, as specified in these By-Laws, each of them shall perform such further duties as may be assigned by the Vestry.

4.         In the event of the death, disability, resignation, or removal from office of the Senior Warden, the Rector shall appoint a successor. (If there be no Rector, the Vestry shall elect a Senior Warden.) In the event of the death, disability, resignation, or removal from office of any other officers, the Vestry shall elect a successor.

 

ARTICLE IV - THE RECTOR

 

1.         The Rector shall perform such duties, possess such authority, and exercise such prerogatives as may be prescribed by the canons, rules and usages of the canon law of The Episcopal Church and The Diocese of Indianapolis.

2.         The Rector shall be provided with a discretionary fund to be used for such Godly purposes, as the Rector shall deem appropriate. This fund shall be a portion of the Parish's annual budget.  In addition to the Rector, the Wardens and the Treasurer shall be signers on the discretionary fund account.

3.         The Rector shall be custodian of the Seal of the Parish.

 

ARTICLE V - SENIOR WARDEN AND JUNIOR WARDEN

 

1.         In the absence of the Rector, the Senior Warden shall preside at the meetings of the Vestry and at the meetings of the membership of the Parish. If the Senior Warden shall be absent, the Junior Warden shall preside.

2.         In the event of the death, disability, resignation, or removal from office of the Senior Warden, the Junior Warden may assume the duties of the Senior Warden until a new Senior Warden is selected.

ARTICLE VI - TREASURER OF THE VESTRY

 

The Treasurer shall collect all fees, gifts, and other income of the Parish, and shall keep the accounts of the Vestry and report thereon at each meeting of the Vestry. The Accounts of the Treasurer shall be audited at least once a year in such manner as the Vestry deems appropriate and is acceptable to The Diocese of Indianapolis.

 

ARTICLE VII - CLERK OF THE VESTRY

 

The Clerk shall give notice of all meetings of the Vestry and all meetings of the membership of the Parish, shall keep minutes of all such meetings and publish same, and shall conduct the correspondence and keep the records of the Vestry.

 

ARTICLE VIII - NOMINATIONS FOR OFFICE

 

1.         There shall be a nominating committee consisting of the members of the Vestry whose terms will expire at the next annual Parish meeting.

2.         The nominating committee shall report to the Clerk not later than December 31 of each year the names to be nominated for office at the forthcoming annual meeting of members and the respective offices for which they are nominated.

 

ARTICLE IX - MEETINGS OF THE PARISH

 

1.         There shall be an annual meeting of the membership of the Parish in January on a date to be designated by the Vestry.

2.         The matters to come before the annual meeting of the membership of the Parish shall include a report on the health and financial condition of the Parish, as well as such other reports as the Vestry shall deem appropriate. The Budget as approved by the Vestry will be presented. Vestry elections will be held and any other business as is necessary will be transacted.

3.         Special Meetings of the membership of the Parish may be called at any time by the Rector or a majority of the Vestry, and shall be called upon written petition of twenty-five (25) members of the Parish. Requests for special meetings, and the notice of any special meetings, shall state the object for which the meeting is called. No business not stated in petitions or stated in the call for a special meeting will be considered.

4.         Notice of the annual meeting and all special meetings of the Parish shall be given publicity at all regular services of the Church on the two (2) Sundays next preceding the day appointed for such meetings. The annual and any special meetings of members of the Parish shall be published in the church bulletin, and a notice thereof shall be mailed to all the enrolled members of said Parish who shall be entitled to vote.

5.         Twenty (20) members of the Parish shall constitute a quorum at any meeting of members of the Parish.

 

 

 

 

ARTICLE X-VOTING

 

1.         All voting at the Annual or Special Meetings of the parish shall be in accordance with the Cannons of the Episcopal Church, the Canons of the Diocese of Indianapolis and these by-laws.

2          Any member, qualified to vote under Article II, Section 3 of these by-laws, may vote for candidates for Vestry by absentee ballot for any reason deemed valid by the Rector.

3          A member may request an absentee ballot from the Rector at any time.

4.         When the slate of candidates is determined and published, the Rector or Clerk shall give or send an absentee ballot to all members who have requested one and have been approved by the Rector.

5.         Completed absentee ballots must be returned to the Rector by hand delivery, mail, e-mail or fax before the Annual Meeting.

6.         The Rector or Clerk shall maintain a list of members who have requested an absentee ballot.

7.         All absentee ballots will be kept confidential until they are counted with all other ballots at the Annual Meeting.

8.         Absentee ballots received after the Annual Meeting are void.

 

ARTICLE XI– BUDGET

 

The Vestry shall formulate an annual budget for the operation of the Parish and the maintenance and repair of all properties. The budget shall be approved by the Vestry before the beginning of the fiscal year.

 

ARTICLE XII- CORPORATE SEAL

 

The seal of the Vestry shall consist of a circular metal disc, on the periphery of which shall be the words, "The Rector, Wardens, and Vestrymen of St. Paul's Episcopal Church, Columbus, Indiana" and upon the center the words, "Corporate Seal" with a cross.

 

ARTICLE XIII- INDEMNIFICATION OF VESTRY AND OFFICERS

 

The Vestry shall indemnify any person made a party to any action, suit or proceeding by reason of the fact that he or she is or was a member of the Vestry or officer of the Vestry against the reasonable expenses, including attorney fees actually and necessarily incurred by him or her in connection with the defense of such action, suit or proceeding or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such member of the Vestry or officer is liable for negligence or misconduct in the performance of duties. The Vestry may also reimburse to any such member of the Vestry or officer reasonable costs of settlement of any such action, suit or proceeding, if it shall be found by a majority of a committee composed of the Vestry not involved in the matter in controversy (whether or not a quorum) that it was to be in the interests of the Vestry that such settlement be made and that such member of the Vestry or officer was not guilty of negligence or misconduct.  Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such member of the Vestry or officer may be entitled apart from the provisions of this Article.

 

ARTICLE XIV – AMENDMENT

 

These By-Laws may be amended by a two-thirds (2/3) majority of the Vestry.

 

ARTICLE XV– TERMINOLOGY

 

All nouns and pronouns and any other words denoting specifically masculine gender shall be understood to include the feminine gender by implication.