Adopted February 6, 1994
Amended January 28, 1996
Amended January 26, 1997
Amended January 25, 1998
Amended January 28, 2001
Amended January 25, 2004
Amended January 25, 2009
ARTICLE I — NAME
SECTION 1. DESIGNATION.
The organization shall be “St. Mark’s Protestant Episcopal Church,” or otherwise known as St. Mark’s Episcopal Church, and, as now constituted, is situated in the City of Riverside, County of Montgomery, State of Ohio.
SECTION 2. INCORPORATION.
This organization, for purposes of canon law or legal statute, is an Incorporated Parish (herein after called the Parish) according to the statutes of the State of Ohio and in union with the Diocese of Southern Ohio of the Protestant Episcopal Church in the United States of America (herein after called the Diocese).
ARTICLE II — MEMBERSHIP
SECTION 1. MEMBER IN GOOD STANDING.
A member in good standing shall be any person baptized in the name of the Holy Trinity who has for the preceding year attended the regular worship of the Parish (or if unable to attend regular public worship due to illness or some other reason sufficient to the Rector, has received the Sacraments outside the church) and has supported the work of the Church.
SECTION 2. COMMUNICANT IN GOOD STANDING.
A communicant in good standing shall be any person who is confirmed by a Bishop of this Church or a Church in communion with this Church and has for the preceding year attended the worship (or received the sacraments as described in Section 1), supported the work of the Church and has received communion at least three (3) times, preferably two (2) of which were Easter and Christmas.
ARTICLE III — TRUSTEES
SECTION 1. MEMBERS.
Except as provided by the laws of the State of Ohio and the canons of the Diocese of Southern Ohio, the Rector, the Wardens, and members of the Vestry, duly elected as hereinafter provided, shall be the Trustees and serve as the agents and legal representatives of the Parish in all matters concerning its corporate property and the relations of the parish to its clergy. In accordance with the canons of the Episcopal Church, all real and personal property held by or for the benefit of St. Mark’s Church is held in trust for the Episcopal Church and the Diocese of Southern Ohio. This provision shall in no way limit the power and authority of St. Mark’s Church over such property, so long as St. Mark’s Church remains a part of, and subject to, the Episcopal Church and its Constitution and Canons.
SECTION 2. COMPENSATION FOR SERVICE.
The Trustees of this corporation, other than the Rector, shall serve voluntarily and without fee.
ARTICLE IV — CORPORATE MEETINGS OF THE PARISH
SECTION 1. ANNUAL MEETINGS.
The annual meeting of the members of the Parish shall be held during first month of each year at an hour and upon a date chosen by the Vestry. All members of the Parish shall be notified at least thirty (30) days in advance of the date and hour of the annual meeting, and public notice shall be given also.
SECTION 2. SPECIAL MEETINGS.
Special meetings of the members of the Parish may be called by the Vestry, by the Rector, or by any twenty (20) members in good standing of the Parish. Calls for special meetings shall specify the time, place, and object or objects thereof, and no other business than that specified in the call thereof shall be considered at any special meetings. At least thirty (30) days advanced notice of special meetings must be given to all members of the Parish and notice also shall be made public.
SECTION 3. PLACE OF MEETINGS.
All meetings of the members of the Parish shall be held in the premises of St. Mark’s unless the notice of the meeting specifies otherwise.
SECTION 4. QUORUM.
The members of the Parish in attendance at any meeting shall constitute a quorum.
SECTION 5. PROXIES AND ABSENTEE BALLOTS.
Voting by proxy shall not be allowed at any meeting of the Parish or Vestry. Absentee ballots shall be accepted from parishioners eligible to vote who cannot attend the Parish meetings due to illness or some other reason sufficient to the Rector. Absentee ballots shall be received by the presiding officer prior to the Parish meeting. Absentee ballots shall not be allowed at meetings of the Vestry.
SECTION 6. VOTING FOR THE VESTRY.
All members of the Parish in good standing aged sixteen (16) or older shall be eligible to vote for the election of a Vestry and on other congregational matters, who at the time of voting shall have contributed, by subscription or otherwise, to the support of the congregation and who shall be entitled to enrollment on the list of the Members in Good Standing of the Congregation.
SECTION 7. PRESIDING OFFICER.
The Rector of the Parish, if present, shall preside at all Parish meetings. In the absence of the Rector, the order of priority for presiding officers shall be first, the Senior Warden; second, the Junior Warden; third, the Secretary of the Vestry. If none of the foregoing officers are present, the members in attendance at the meeting shall elect one of their number to preside.
ARTICLE V — THE RECTOR
SECTION 1. ELECTION.
The Rector shall be elected by the Wardens and Vestry in accordance with the Canons of the Episcopal Church and of the Diocese of Southern Ohio, and under the guidelines established by the Bishop. The Secretary of the Vestry shall notify or cause such notification to be made to all members of the Parish in writing.
SECTION 2. DUTIES.
The authority of and responsibility for the conduct of the worship and the spiritual jurisdiction of the Parish are vested in the Rector, subject to the Rubrics of the Book of Common Prayer, the Constitution and Canons of the Episcopal Church, and the pastoral direction of the Bishop. All other clergy who may be invited by the Rector to participate in worship at St. Mark’s Church serve under the authority of the Rector. For the purposes of the office and for the full and free discharge of all functions and duties pertaining thereto, the Rector shall, at all times, be entitled to the use and control of the Church and Parish buildings with the appurtenances and furniture thereof. Neither the Rector nor the Vestry may encumber or alienate any real property of the Parish without the written consent of the Bishop and the Standing Committee of the Diocese upon application by the Vestry.
SECTION 3. AUTHORITY.
The Rector is the authority of and for all religious and benevolent organizations of the Parish, and has appellate jurisdiction over their proceedings, so far as is consistent with the Constitution and by-laws of the Parish and the laws of the State of Ohio.
ARTICLE VI — THE VESTRY.
SECTION 1. MEMBERSHIP.
The Vestry shall normally consist of eight members elected during duly convened annual or special corporate Parish meetings, of whom, one shall be the Senior Warden and one shall be the Junior Warden.
SECTION 2. ELECTION.
The members of the Vestry shall be elected at the annual meeting of the Parish. The Senior Warden and Junior Warden shall be first elected, in succession, on separate ballots, and the remaining members of the Vestry shall be elected on a subsequent separate ballot. The term of office of Wardens shall be one (1) year, except as herein provided. Each member of the Vestry, except the Wardens, shall serve a three (3) year term, except as hereinafter provided. At each annual meeting, a minimum of two (2) members of the Vestry, in addition to the Wardens, shall be elected to fill the vacancies created by expiring terms. Any unexpired terms shall be in addition to these. Any candidate willing to run for Vestry, but for less than the full three-year term, may do so by indicating to the Nominating Commitee the term restriction. The vacant Vestry positions will be filled in order of voting results with the candidate having the most votes filling the longest available term unless any agreed upon term restriction as noted above is applied.
SECTION 3. VACANCIES.
Resignations from the Vestry, including the Wardens, must be tendered in writing to the Rector, or designated authority in the Rector’s absence, and shall take effect upon receipt unless another time is designated therein. A vacancy may occur in the Vestry or either Warden position through death, resignation, disqualification, or other cause deemed sufficient by the Vestry. The remaining Vestry, though less than a majority of the whole Vestry, by affirmative vote of the majority of those present at any duly convened meeting may elect a successor. Consideration to fill a vacancy shall be given to unsuccessful candidates in order of votes received at the previous annual meeting. The person so elected shall hold office until the next duly convened annual or special parish meeting.
SECTION 4. ELIGIBILITY.
A baptized person may be elected to, and may serve upon the Vestry; provided that to be eligible to be a Warden one must be at least twenty-one (21) years of age, a confirmed Episcopalian, and must have been a member in good standing for at least six (6) months; and provided that otherwise one must be at least sixteen (16) years of age and must have been a member in good standing for at least six (6) months. Further, the majority of the members of the Vestry must be at least twenty-one (21) years of age. All members of the Vestry shall have attended and continue to attend worship regularly throughout the year to exceed the minimum requirements for members in good standing. A Warden must have previously served at least one (1) year on the Vestry of St. Mark’s.
SECTION 5. POWERS AND DUTIES OF THE VESTRY.
A. As Corporate Board of Trustees.
The Vestry, as the Corporate Board of Trustees of the incorporated Parish, shall have all the powers granted to boards of trustees of corporations not for profit under the laws of the State of Ohio except as herein and by the Canons of the Episcopal Church and the Diocese, specifically limited.
B. As Vestry of the Congregation.
The Vestry shall have all duties specified by the Canons of the Episcopal Church and the Diocese.
The Vestry shall provide for paying all lawful assessments on the Parish, shall keep order in the church during divine service and, in general, shall act as helpers to the Rector in whatever is appropriate to lay persons for the furtherance of the Gospel; it being understood always that the spiritual concerns of the church are under the exclusive direction of the Rector, in subordination to the Ecclesiastical Authority and Laws of the Diocese.
SECTION 6. DUTIES OF THE WARDENS.
A. With a Rector.
It shall be the duty of the Wardens, especially, to provide the Elements of the Lord’s Supper and to collect the alms at the administration of the same. The Wardens shall have such other duties as may be assigned to them by the Rector, members of the Parish, and the Vestry.
B. Without a Rector.
If the Parish is without a Rector, the Wardens, in addition to the duties listed above, shall keep and disburse the alms, shall provide for the celebration of public worship, and the instruction of the congregation, by occasional clerical services, or by lay reading, as the circumstances may permit.
SECTION 7. MEETINGS OF THE VESTRY.
A. Regular Meetings.
Regular meetings of the Vestry shall be held periodically on such dates as the Vestry may designate.
B. Special Meetings.
Special meetings of the Vestry may be called by the Rector, or, in the Rector’s absence, by the Senior Warden, and in the absence of both, by the Junior Warden, or at the request of three (3) members of the Vestry.
C. Organizational Meetings.
The first meeting of the Vestry following the annual meeting of the Parish shall be the Organizational Meeting of the Vestry.
D. Place of Meetings.
Meetings of the Vestry shall be held at such places in the Parish as may be designated from time to time by the Vestry or by the party or parties calling the meeting. In the event no designation of any place of meeting is made, meetings shall be held in the Parish Hall.
A simple majority of the elected Vestry in office at the time shall constitute a quorum at all meetings of the Vestry. If a meeting begins with a quorum, but, by virtue of early departure of some members of the Vestry, no longer has a quorum, no further business that requires the approval of the Vestry shall be conducted.
SECTION 8. OFFICERS OF THE VESTRY.
The Rector shall serve as President of the Vestry, being also the Board of Trustees under statutory laws of the State of Ohio. It shall be the duty of the President to preside when necessary under the laws of the State of Ohio and to take any action as may be required by the laws of the State of Ohio.
The Vestry shall, by a majority vote, also elect a Secretary annually, at the organizational meeting, whose duty shall be to attest to public acts of the Vestry, being also the Board of Trustees, preserve all records and papers belonging to the incorporated Parish, not otherwise provided for, perform such other duties as shall be legally assigned, and faithfully deliver to the successor all books and documents in his or her possession belonging to the incorporated Parish.
The Vestry, being also the Board of Trustees, shall, by a majority vote, elect a Treasurer of the incorporated Parish annually, at the organizational meeting of the Vestry. The Treasurer’s duties shall be to receive, disburse, and account for the funds of the incorporated Parish.
The Treasurer and the Trustee Secretary, if necessary, and such other officers who have the responsibility for handling, or custody of funds, shall furnish a suitable bond to the Parish with Surety satisfactory to the Vestry; any expenses thereby incurred to be paid from Parish funds.
SECTION 9. REPLACEMENT OF MEMBERS OF THE VESTRY.
A. Replacement by Members of the Parish
If the Vestry should become extinct or incapacitated for action, by the death or resignation of its members, the Rector, or if there is no Rector, the Bishop may call a special meeting of the incorporated Parish (giving due notice thereof) to elect a Vestry, being also the Board of Trustees, to serve until the annual Parish meeting in January next following.
B. Replacement Without Parish Action
If the members of the incorporated Parish shall refuse or neglect to assemble and elect as herein provided, the Bishop, with the advice and consent of the Standing Committee, may appoint three Trustees to take charge of the property and endowment funds of the incorporated Parish, and to exercise the rights and functions of the Vestry, being also a Board of Trustees, until the incorporated Parish shall elect the same.
ARTICLE VII — NOMINATIONS TO THE VESTRY
SECTION 1. THE NOMINATING COMMITTEE
A. Committee Membership.
During the regular Vestry meeting of October, the Vestry shall appoint a person as chairman of the Nominating Committee. The chairman shall then establish, coordinate, and direct a Nominating Committee to select and nominate candidates for Warden, Vestry, and other positions as necessary. The nominating committee shall be composed of a minimum of three (3) and a maximum of five (5) parishioners. Consideration should be given to drawing committee members from the retiring Vestry or Wardens.
B. Committee Operation.
The committee, being a lay function, shall proceed in the selection and nomination process without the direct and full supervision of the Rector. The committee should, however, be mindful of and rely on the insight and guidance of the Rector, especially in the initial screening of possible candidates. Candidates shall be evaluated using the criteria in Article VI, Section 5. After the committee selects candidates who are qualified, it shall approach the candidates and ask their willingness to serve. The selection process shall be completed one week prior to the December Vestry meeting. During the regular Vestry meeting in December, the chairman of the nominating committee shall advise the Vestry of the nominees. The final slate of candidates presented by the Nominating Committee shall be approved by the Vestry.
SECTION 2. THE NOMINATING PROCESS
A. Nomination Procedures.
The committee shall first determine the number of Vestry positions to be filled, in addition to the Warden positions, and the length of the term of each position. No distinction is to be made between nominations to vacancies for three (3) year terms or unexpired terms. The committee shall nominate one or more persons for each Warden position. The Senior and Junior Warden having served one or two years, may be nominated for an additional year. In no case, however, shall either Warden be nominated to the same office for more than three consecutive years. An outgoing Warden may be nominated for Vestry position. After an absence of at least one (1) term a former Warden may be nominated again to a Warden position. If a standing Vestry member is nominated for either Warden position, that person shall relinquish any unexpired term of office upon installation of the new Vestry. No person may be elected to either Warden or Vestry positions for more than nine years in any ten year period. The nominating committee shall strive to nominate at least two persons for each vacancy on the Vestry. Current Vestry members whose expiring term of office is less than two (2) years of a three (3) year term may be renominated, without any qualification, to successive terms of office.
B. Announcement of Nominees.
After the Vestry has been informed of the nominees, the nominees shall prepare short biographical sketches of themselves and the nominating committee will publish them in the church newsletter and bulletins beginning not less than thirty (30) days before the Annual Parish Meeting.
ARTICLE VIII — OTHER ELECTIONS
At each annual meeting, two (2) Delegates and up to four (4) Alternate Delegates to the Diocesan Convention shall be elected, to serve a term of one (1) year. The Senior and Junior Wardens, if willing, shall serve as two (2) of the four (4) Delegates. At each annual meeting, Delegates to the appropriate Deanery shall be elected to serve a term of one (1) year. Between annual meetings, the Vestry shall elect Alternate Delegates to fill any vacancies that may occur until the next annual meeting.
ARTICLE IX — ADOPTION AND AMENDMENT
SECTION 1. ADOPTION
These By-laws shall be submitted to the Vestry for approval. If the Vestry approves these By-laws, they shall be submitted to the Diocese for approval. If the Diocese approves these By-laws they shall be submitted to the Annual Parish Meeting in 1994 for adoption. They may be adopted by a majority vote of the members present at that meeting. If adopted, these By-laws shall be in force on and after February 7, 1994.
SECTION 2. AMENDMENT
These By-laws may be amended or repealed by the affirmative vote of the majority of the members present at any Annual Parish Meeting or special meeting called for the purpose of amending or repealing these By-laws. Any proposed amendment of these By-laws shall be filed in advance with the Trustee Secretary of the Vestry. Further, the proposed amendment shall be subject to the approval of the Diocese before being put before the congregation as a whole. The proposed amendments shall be published to the Parish thirty (30) days prior to the date fixed for the meeting at which the amendments shall be considered.
ARTICLE X — EXCEPTIONS
Constitutional acts and by-laws required and not covered herein shall be as set forth in the laws of the United States of America, the laws of the State of Ohio, the Canons of the Protestant Episcopal Church in the United States of America, and the Canons of the Diocese of Southern Ohio. Should requirements not be covered therein, the Rector, the Wardens, and the Vestry shall have the power to act on behalf of the Parish to resolve a problem at hand, and as result thereof, prepare for the next annual or special Corporate Parish Meeting a report of their actions and recommendations to prevent the recurrence of the situation, including amendment of these By-laws if necessary.