The Council members must be active participating members of the congregation understand their legal and spiritual responsibility within the Council and the Church congregation, and serve as a positive example of stewardship and Christian living for the congregation and civil community.
The members shall serve a three (3) year term with one-third (i.e., two (2)) of the members being replaced each year.
Unless there is a special circumstance based on a clear and exceptional need of the Church or Council itself, a Council member may not serve two (2) consecutive terms of office.
4.4. Specific Duties of All Council Members. It shall be the duty of the Council to focus each of its decisions and actions specifically to aiding and supporting the Pastor in all his efforts for the spiritual welfare and growth of the Church and the people it serves.
The council shall also transact the temporal affairs of the Church either personally or through its agent or agents, including allocation of all funds received by the Church.
The Council shall make available to the Pastor a discretionary fund with expenditures reportable to the Council in a method and time period as determined by the Council.
In accord to Canon 50, the Council and Adjunct Members and all persons involved with this Church at any level of responsibility and participation must fully and immediately comply with all state laws regarding the reporting of mental and physical abuse of minors, including sexual abuse.
Further, the Council and Adjunct Members must commit to and comply with the directives of this Church's "Protecting God's People Policy" as presented in Appendix E of the National Church Law. Reporting of mental or physical abuse of minors to the civil authority (i.e., police department) is according to this policy a personal obligation which is not satisfied by informing anyone else in the Church community including the Church’s clergy.
4.5. Officers of the Council and their Duties. Immediately following the Annual Meeting at which new Council Members are installed, the Council will elect the following officers of the Council.
4.5.1. President (Senior Steward). The Senior Steward shall have the following responsibilities:
- The Senior Steward shall develop the agenda for each meeting after polling the Council Members and Adjunct Members for agenda items and after conferring with the Pastor for additional items. Together the Senior Steward and the Executive Secretary will prioritize and finalize the agenda.
- The Senior Steward will conduct the Council meeting following the agenda, giving each member of the Council a clear opportunity to speak on each agenda item, encouraging the Adjunct Members to offer their ideas on agenda topics, synthesize the thoughts of the Council members; accept motions and seconds; conduct voting, along with two Adjunct members count the vote; and announce the result of the voting to all present while providing the count to the Recording Secretary.
- Conduct the meeting following Robert’s Rules of Orders in its simplest format.
- Confer with and assist the Pastor in carrying out his Council responsibilities of appointing Council members recognizing that diversity and special talents add strength to the Council and to Council outcomes.
- In every action of the Council promote in word and example a deep respect for the duties of the office of Senior Steward in caring for the spiritual, social, civil, and financial good of the Church.
- Be conversant with these By-Laws; aspects of civil law as it applies to this non-profit corporation; the Federal and State requirements for non-profit corporations; and the Canons of the National Church as they apply to this Corporation and the actions of the Council.
4.5.2. Vice-President (Second Steward). The Second Steward shall have the following responsibilities:
- To assist the Senior Steward in carrying out his responsibilities within the Council.
- In the absence of, or at the request of, the Senior Steward to follow the above procedures in developing the next meeting agenda.
- In the absence of the Senior Steward to conduct the Council meeting following the above guideline list for the Senior Steward.
- Promote and arrange for presentations to the Council on programs within the ministry of the Church. Arrange for either an Adjunct or other person(s) to be present to make reports or presentations on the activities in the various areas of responsibilities within the Church.
- Assist other officers as requested or respond to an observed need.
- Carry out other responsibilities as assigned by the Senior Steward or the Executive Secretary and do whatever other good can be done for the betterment of the Church and the congregation served by the Council.
4.5.3. Treasurer. The specific duties of the Treasurer are:
- To receive on behalf of the Church any properties by gift, devise, or bequest subject to the laws regulating the transfer of property, gifts or wills.
- To count the tithes and offerings at any function of the congregation. (The counting shall be in conjunction with the Internal Auditor or his representative).
- To deposit Church funds on the first banking day after the funds have been received.
- To disburse funds as required for the efficient operation of the Church.
- To record the cash deposits in the cash receipts journal as the original record of entry.
- If the Council by resolution designates a budget committee, the Treasurer shall serve on said committee.
- With the approval of the Council, and in conjunction with the Internal Auditor, the Treasurer shall have the authority to act on behalf of the Church for any Trust incidental to the principle objects of the Church; and to receive, hold, administer, and expend funds and property subject to such a Trust.
4.5.4 Internal Auditor. Specific duties of the Internal Auditor include:
- To count or make provision for the counting of funds at any function of the congregation. The counting shall be done in conjunction with the Treasurer or his designee.
- To record each identifiable contribution and the cash receipts on the weekly Sunday Record of Deposit Form.
- To reconcile the third party statements (i.e., bank statements) to the cash deposits and disbursements.
- To prepare monthly and annual financial statements for the Council. The financial statement shall report cash receipts, disbursements, and fund balances and their relationship to the budget as adopted by the Council.
- To prepare the necessary documents required by Federal and State agencies for the employees of the Corporation.
- The Internal Auditor does not deposit nor disburse the funds of the Corporation.
- With the approval of the Council, and in conjunction with the Treasurer, the Internal Auditor shall have the authority to act on behalf of said parties as a Trustee incidental to the principal objects of the Corporation; and to receive, hold, administer, and to expend funds and property subject to the Trust.
4.5.5. Recording Secretary. The Recording Secretary shall have such authority and duties as usually pertains to the office and such additional duties that may be assigned by the Senior Steward and the Executive Secretary. Specific duties include but are not limited to:
- To take the minutes of all Council meetings.
- To receive all pastoral reports of other churches.
- To maintain other journals, files, correspondence and reports pertaining to the Council and the Church.
- To provide for the safe keeping of the above records in an organized manner.
4.5.6. Director. The Director shall have the following responsibilities.
- Assist the other officers in the carrying out of their duties.
- When necessary substitute for the role of other officers in their absence at meetings.
- Carry out assignments and jobs as assigned by the Senior Steward and the Executive Secretary.
- Care for the physical arrangements of the meeting and act as a Sargent- at-Arms to maintain order and decorum during the meeting.
- Participate fully in the discussions and actions of the meeting.
4.5.7. Executive Secretary (Pastor; Ex Officio Council Member). The Executive Secretary shall have the following responsibilities:
- The Pastor functions as the Executive Secretary of the Council bringing the members information and advice about proposals and their potential benefit or detriment to the Church and congregation.
- As Executive Secretary, he functions as the agent of the Council in carrying out the decisions of the Council and managing the daily operation of the Church Corporation.
- As an ex officio member of the Council, the Executive Secretary has an equal vote as provided to all other voting members by these bylaws except with particular reference to the voting provision of Article 10 concerning changes to these bylaws.
- As the agent of the Council, he is not counted as a member needed to establish a quorum of the Council, however, he or his designee must be present to establish a quorum. (See Article 4, Section 6. Quorum).
- The Executive Secretary as the Pastor of the Church has complete jurisdiction, responsibility, and accountability within the directives and limitations of the Canons of the Ecumenical Catholic Church+USA for all liturgical, Sacramental, and spiritual activities within the Church. While it is appropriate that the Pastor keep the Council informed about these spiritual activities, he does not need and should not establish the precedent of seeking approval for the carrying out of his unique responsibilities, because they are not within the responsibilities of the Council.
- To lead the Council by example through sharing goals and needs of both the physical and spiritual aspects of the Church. To frequently help form the Council members into a cohesive team that understands and lives responsibly as part of the ministry showing loving care and concern about the parish holdings and its parishioners; to help them understand the relationship of the Council’s role and the spiritual focus of the Church; to form the Council into a team dynamically concerned and committed to the overall common good of the Church, and the Church community, as well as individual congregants.
4.6. Meetings of the Council. The Council will meet at least annually and on a regular schedule more frequently as needed to conduct and supervise the business of the Church Corporation as described in these By-Laws.
4.6.1. Place of Meetings. Notwithstanding anything to the contrary provided in these Bylaws, any meeting (whether regular, special or adjourned) of the Council Members of the Corporation may be held at any place within or without the State of ______________ that has been designated for that purpose by resolution of the Council Members or by the written consent of all the members of the Council.
4.6.2. Regular Meetings. Regular meetings of the Council shall be held without call or notice on or before the first Sunday in March of each year, at 9:00 a.m. local time, at the offices of the Corporation unless otherwise modified by the Council.
4.6.3. Special Meetings. Any member of the Council (however, not Adjuncts) may request through the Executive Secretary a special meeting of the Council. The Executive Secretary and the Senior Steward will evaluate the appropriateness of a special meeting and will together arrange all special meetings of the Council.
4.6.4. Notice of Special Meetings. Special meetings of the Council shall be held on 4 days’ notice by first class mail or a 48-hour notice given personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. Any notice shall be addressed or delivered to each Council Member or at the Council Member’s address as it is shown on the records of the corporation or as may have been given to the corporation by the Council Member for the purpose of notice or, if the address is not shown on the records or is not readily ascertainable, then at the place at which the meetings of the Council Members are regularly held.
4.6.5. Waiver of Notice. Notice of a meeting need not be given to any Council Member who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes of the meeting, whether before or after the meeting, or who attends the meeting without protesting, prior to the meeting or at its commencement, the lack of notice. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
4.6.6. Adjournment. A majority of the Council Members present, whether or not a quorum is present, may adjourn any Council Members’ meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Council Members if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Council Members who were not present at the time of the adjournment.
4.7. Voting at Meetings.
4.7.1 Quorum. Voting cannot be considered valid at a Council meeting unless a quorum of the Council is present. (In a six member council, four members of the Council and the Executive Secretary or his designee must be present to constitute a quorum.)
4.7.2. Method of Voting. Unless a motion to the contrary is made, seconded, and passed by at least a simple majority of the Council membership present, all Council votes will be taken by a show of hands.
4.7.3. Record of Voting. Minutes of the Council meetings will reflect those voting for, against, abstaining from the vote, or those recusing for conflict of interest or other just cause.
A member of the Council who is present at a meeting of the Council at which action on any corporate matter is taken shall be presumed to have assented to the action unless he votes against such action or publicly states that he abstains or recuses himself from voting. The names of those members abstaining or recusing themselves will be noted in the minutes of the voting results.
4.7.4 Actions without Meetings. As an exception in urgent situations, an action of the Council may be considered without a formal meeting if a motion is received by the Executive Secretary and the Senior Steward and, when presented to each member of the Council the motion receives a favorable vote equal to the present Council’s voting membership (i.e., a unanimous favorable vote). The approved motion must be signed by all the Council Members and subsequently filed in the minutes of the Council.
4.8. Vacancies. Any vacancy occurring in the Council must be filled with an appointment as provided in Section 3 of this article within a 60 day period. A Council appointee shall serve the remaining term of office of the member replaced.
4.9. Removal. Council membership requires active and continuous participatory membership in the Church and regular attendance at Council meetings. Resignation or failure to maintain Good Standing in the Church and regular Council attendance (i.e., no more than three consecutive absences) is based on the factual observation of the Senior Steward and the Executive Secretary and will result in removal from the Council.
4.10. Appointment to the Councilshall not in itself create contract rights. However, a removal determination may be appealed for review by the Diocesan Bishop and subsequently to the Council of Bishops.
4.11. Fees and Compensation. Council Members (as such) shall not receive compensation for their services as Council Members. Council Members may receive a reasonable allowance for personal services actually rendered pursuant to resolution passed by a majority vote at a regular or special meeting of the members; reimbursement for expenses as may be fixed or determined by the Council.
4.12. The Council’s Relationship to the Diocese and the National Church. The Council will always seek to understand and then act in the best material and spiritual interests of the local Church, the Diocese, and the National Church.
The Council will faithfully observe all Canons of the National Church which relate to the Council itself or any issue under consideration by the Council.
Because a local action can impact the diocese and/or the National Church, these by-laws herewith provide for the Diocesan Bishop or the Presiding Bishop of the National Church to put a hold on any action which is perceived to possibly have a negative impact on the Diocese or National Church until the matter can be studied by a review committee which reflects equally upon the membership of the local church and either or both the Diocese and National Church. The goal of such a review committee is to arrive at a consensus of action that is in the best interest of all facets of the total Church in accordance with the Canons of the Church.
Examples of actions by the Council generally within its legal authority and responsibility which may impact on the Diocese and/or the National Church and therefore require a review before the vote of the Council:
- accepting any real property donation; • seeking a loan using any Church real or other property as collateral; • increasing current indebtedness; • beginning any legal action toward any person or corporate entity; • selling of any Church property, equipment (other than obsolete equipment) or financial holding; • entering into a contract that contains any financial or other obligation beyond five years; or, • making changes or amendments to these By-Laws.
ARTICLE 5. COMMITTEES.
5.1. Creation of Committees. The Council may, by a resolution passed by a majority vote, create one or more committees. Committees shall have a clearly defined mission (i.e., purpose for existing) and may exercise such powers as can be lawfully and appropriately delegated and to the extent provided in the resolutions creating such a committee.
Each committee shall elect its own chairperson who shall call regular meetings as needed to accomplish its mission.
Vacancies shall be filled by appointment by the Executive Secretary in consultation with the Council.
Transactions of business must be by vote from a majority of the committee members forming a quorum. Minutes of such transactions and voting results should be maintained and available for review by the Council.
The Pastor is not a member of every committee but retains an advisory role with the chairperson. The committees may meet without the presence of the Pastor; however, he must be informed of each meeting and he may select and send a delegate to meetings.
Council Members may serve on one or more committees, but preferably not in the role of chairperson unless there is some significant reason for such a role.
ARTICLE 6. CHURCH PROPERTIES.
6.1. Properties. The Church shall hold title to all real estate given or purchased for the church or any of its ministries. No gift or purchase of land shall be accepted or made, nor any location of a church site be decided upon, nor any building erected thereon until a plan is reviewed and found acceptable by the Diocesan Bishop and the Council of Bishops.
6.2. Ownership of Liturgical Items.
6.2.1. Personal Property. Vestments purchased by the Church for the personal use by the Priest (e.g., personal sized cassock or alb) shall become the personal property of the Priest. Vestments or sacred vessels (e.g., alb, cincture, stoles, chasubles, chalice, oil stock, pyx, etc. ) purchased by any rank of clergy for their own use are the property of the cleric purchasing them. However, ownership of items personally owned by a cleric kept at a Church facility shall be recorded as a personal item with the Council when they are first brought on Church property. An updated record of personally owned items on Church property must be maintained in Council records.
6.2.2. Church Property. However, vestments and sacred vessels purchased for use by all clergy in the liturgical services of the Church are and shall remain the property of the Church. Such items housed at the Church facility are presumed to be the property of the Church unless they are on file in the Council records as personally owned items.
6.3. Church Properties. Observing the limitations, directives, and procedures of Article 4, Section 12, the Council shall have the authority:
6.3.1. To take, purchase, or otherwise acquire; to own, hold, occupy, use and enjoy, manage, improve, develop, and work; to grant, to sell, exchange, let, demise, and/or otherwise dispose of real estate.
6.3.2. To collect interest and estates without limits as to the amount, wherever the same may be situated. To erect, construct, alter, and repair buildings; to assume any and every kind of contract, corporation or association. To receive Federal, State or other funds for the erection, construction, alteration, repair, renewal, leasing, and the management of equipment or buildings of any kind wherever the same may be located.
6.4. Contracts. Observing the limitations, directives, and procedures of Article 4, Section 12, the Council shall have the authority:
6.4.1. To perform, and carry out contracts of every kind for any lawful purpose without limit as to the amount, with any person, firm, association or corporation; or,
6.4.2. To draw, make, accept, endorse, discount, issue and execute promissory notes, warrants and other negotiable or transferable interests for the benefit of the Corporation.
6.5. Indebtedness. Observing the limitations, directives, and procedures of Article 4, Section 12, the Council shall have the authority:
6.5.1. To borrow money; or,
6.5.2. To give and to receive evidence of indebtedness and security, therefore to draw, make accept, endorse, execute and issue promissory notes, warrants and other debentures of the Corporation. To make guarantees of every kind and to secure any or all obligations of the Corporation by mortgage, trust, deed or otherwise.
ARTICLE 7. RECEIPT, INVESTMENT, AND DISBURSEMENT OF FUNDS.
7.1. Receipt. The corporation shall receive all monies, other properties, or both monies and properties, transferred to it for the purposes for which the corporation was formed (as shown by the Articles). However, nothing contained herein shall require the Council Members to accept or receive any money or property of any kind if it shall determine in its discretion that receipt of the money or property is contrary to the expressed purposes of the corporation as shown by these Articles.
7.2. Investment. The corporation shall hold, manage, and disburse any funds or properties received by it from any source in a manner that is consistent with the expressed purposes of this corporation.
7.3. Disbursement. No disbursement of corporation money or property shall be made until it is first approved by the President, Treasurer, or the Council Members of the corporation. However, the Council Members shall have the authority to appropriate specific sums to fulfill the objects and purposes for which the corporation was formed and to direct the officers of the corporation from time to time to make disbursements to implement the appropriations.
7.4. Execution of Checks, etc. All checks, drafts, demands for money and notes of the corporation, and all written contracts of the corporation shall be signed by the officer or officers, agent or agents, as the Council Members may from time to time by resolution designate.
ARTICLE 8. BOOKS, RECORDS, AND REPORTS.
8.1. Annual Reports. The Council shall make available an annual financial and statistical report to the members of its congregation within one month from the end of the fiscal year.
Such a report will include the balance sheet, statement of fund balances, monthly support (revenues) and expenses for the year. A copy will be forwarded to the Diocese Office and to the Council of Bishops.
8.2. Inspection of Church Records. Any church member in good standing for a minimum period of six months, may in writing, stating the proper purpose thereof, request to make copies from relevant books, records, or minutes of their Council. Additionally, the balance sheet, statement of fund balances, support, revenue, and expenses shall be filed in the registered office of the Church and shall be kept perpetually and be subject to inspection during business hours by any member. The books of both the Secretary and the Treasurer of the church shall always be open to the inspection of their respective Council the Diocesan Bishop, and the Council of Bishops.
Note: Because the Parish Sacramental Registry contains personal and spiritual information about communicants, it is not open to anyone except the clergy of the local Church, the Diocese, or the National Church.
ARTICLE 9. FISCAL YEAR. The fiscal year of this Corporation shall be from 1 January to 31 December.
ARTICLE 10. AMENDMENTS TO BY-LAWS. Observing the limitations, directives, and procedures of Article 4, Section 12, the Council shall have the authority to propose and vote on motions for changes and amendments to these By-Laws. Motions for changes and amendments to these By-Laws require the unanimous vote of the Council including the favorable vote of the Executive Secretary; and Church Canon 114 requires that all changes to these ByLaws have the approval of the Council of Bishops. Whenever an amendment or new Bylaw is adopted, it shall be copied in the Book of Minutes with the original Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in the Book.
ARTICLE 11. INDEMNIFICATION OF AGENTS OF THE CORPORATION.
11.1. Definitions. For purposes of this section, “agent” means any person who is or was a director, officer, employee, or other agent of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of the predecessor corporation; “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” includes, without limitation, attorney fees and any expenses of establishing a right to indemnification under Section 11.4 or 11.5(c) of this Article.
11.2. Indemnification in Actions by Third Parties. This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party to any proceeding because that person is or was an agent of this corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if the person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.
11.3. Indemnification Against Expenses. To the extent that an agent of this corporation has been successful on the merits in defense of any proceeding referred to in Section 11.2 of this Article in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.
11.4. Required Indemnification. Except as provided in Section 11.3 of this Article, indemnification under this Article shall be made by this corporation only if authorized in the specific case, on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 11.2 by:
(a) A majority vote of a quorum consisting of Council Members who are not parties to the proceeding; or
(b) The court in which the proceeding is or was pending, on application made by this corporation or the agent, attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney, or other person is opposed by this corporation.
11.5. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by this corporation prior to the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.
11.6. Other Indemnification. No provision made by the corporation to indemnify its or its subsidiary’s Council Members or Officers for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of Council Members, an agreement or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than the Council Members and Officers may be entitled by contract or otherwise.
11.7. Forms of Indemnification Not Permitted. No indemnification or advance shall be made under this Article, except as provided in Sections 11.3 or 11.4(b) in any circumstances where it appears:
(a) That it would be inconsistent with a provision of the Articles, these Bylaws, a resolution of the Council Members or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.
11.8. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in the capacity as an agent or arising out of the agent’s status as an agent whether or not the corporation would have the power to indemnify the agent against the liability under the provisions of this Article.
CERTIFICATE OF SECRETARY
I, the undersigned, being the Secretary of the___________________________, Inc., hereby certify that the above Bylaws consisting of seventeen (17) pages were adopted as the Bylaws of this corporation pursuant to a Consent to Action Taken in Lieu of Organization Meeting, effective as of August ___, 2014. The Bylaws are, as of the date of this certification, the duly adopted and existing Bylaws of this corporation.
IN WITNESS WHEREOF, I have set my hand this ___________________, 20__.