St. Philip’s By-Laws

ARTICLE I.
Section 1.  St. Philip’s Episcopal Church is a constituent of the Episcopal Diocese of Western Michigan, and the Protestant Episcopal Church in the United States of America, and accedes to the doctrine, discipline, worship, constitution, canons, and authority of the Diocese and the National Church.

Section 2.  Nothing covered by these By-Laws shall be interpreted in a manner to be inconsistent with Constitution and Canons of the General Convention or the Constitution and Canons of the Diocese of Western Michigan.

ARTICLE II.
Section 1. Annual Parish Meeting:   The Annual Meeting of the Parish shall be held in January of each year, on a day and time and at a place to be established by the Vestry at its regular meeting held the preceding November.
The purpose of such an annual meeting will be to:

  1. Elect qualified communicants to the Vestry, delegates and alternate delegates to the Diocesan Convention.
  2. Receive annual reports of the Rector, Wardens, Treasurer, and Parish organizations.
  3. Consider and act upon any recommendations of the Vestry concerning secular business of the Parish.
  4. Consider and act upon any proposed amendments of these By-Laws.

Section 2. Notice of Annual Parish Meeting:   Notice of the date, hour, and place of each Annual Parish Meeting shall be given by the Rector (or in the absence of the Rector, by the Senior Warden) at all regular Services of Worship on each of the two Sundays immediately preceding such meeting, and by written notice mailed to members in good standing in the Parish at least 14 days prior to the date of the meeting.

Section 3. Special Parish Meetings:   Special meetings of the Parish may be called by the Rector, or by written consents of two-thirds of the Vestry, or by written consent of a majority of the Vestry if the Rector approves. Notice of a Special Meeting shall state the purpose thereof, and shall be given in the same manner as notice of the Annual Parish Meeting.

Section 4. Qualifications of Voters:   At all Parish meetings, annual or special, the right to vote shall be limited to members of the Parish in good standing, as defined in Canons of the General Convention, who are at least sixteen years of age, and who, for a period of not less than six months next preceding, shall have been regular worshipers in, and bona fide contributors of the Parish. Physical disability or absence from the Parish during said period shall not disqualify an otherwise qualified voter. Before any vote is taken, the Presiding Officer shall state the foregoing qualifications of Voters. Proxy ballots shall not be accepted.

Section 5. Order of Business:   The Presiding Officer shall control the Order of Business.

Section 6. Election of Vestry Members:  

  1. The Vestry shall consist of nine lay members who are confirmed communicants of the Church, as defined in Canons of the General Convention, and shall be qualified voters of the Parish.
  2. Vestry members shall serve for a term of three years, with three members being elected at each Annual Parish Meeting.
  3. Vestry members may not serve for more than one complete term of three years, and shall not be eligible for re-election until one complete year has elapsed following such term.
  4. A member elected to fill an unexpired term on the Vestry will be eligible to be re-elected to one complete three-year term following completion of the unexpired term.
  5. The Nominating Committee shall consist of all outgoing Vestry. Nominations shall be invited and accepted from the floor at the Annual Parish Meeting.
  6. Eligible voters shall not vote for more candidates than the total number of Vestry Members to be elected.
  7. In the event of an election to a vacancy created by a resignation, this election will follow the election of Vestry Members for a complete three-year term.
  8. In all elections to the Vestry, the necessary number of positions will be filled by those candidates receiving the most votes. Ballots shall be on paper unless decided otherwise by the meeting.
  9. The Rector and Wardens shall be judges of Qualifications of Voters. If a Warden is absent, the Presiding Officer may appoint a member of the Vestry to act in his place.
  10. Unqualified Voters shall not be permitted to vote.
  11. The Presiding Officer shall appoint Tellers to count the ballots and certify the count.
  12. The Secretary shall enter into the records of the Meeting, a list of persons voting, and this list shall be signed by the Judges of the Election.

ARTICLE III
THE VESTRY, OFFICERS, MEETINGS, AND DUTIES
Section 1. Organization of the Vestry:   Immediately following the Annual Parish Meeting, the newly constituted Vestry shall meet and elect for a term of one year:

  1. A Senior Warden (to be nominated by Vestry Members)
  2. A Junior Warden (to be nominated by Vestry Members)
  3. A Secretary
  4. A Treasurer
  5. The Secretary and Treasurer shall be ex-officio Secretary and Treasurer of the Parish.
  6. All parish officers shall remain in office until their successors are installed.

Section 2. Qualifications:  

  1. The Wardens shall be Vestry members. The Secretary and Treasurer shall be qualified voters of the parish who may or may not be members of the Vestry. The Secretary (Clerk) and the Treasurer shall have a voice on the Vestry whether or not they are elected members of the Vestry.
  2. The Delegates and Alternates shall be adult confirmed communicants of the Parish.
  3. If for any reason the Senior or Junior Warden is unable to fulfill his or her office, there shall be a special election at the next regular Vestry meeting. The Senior Warden or Junior Warden is nominated by Vestry Members.

Section 3. Vestry Meetings:  

  1. The vestry shall meet in ten months of the calendar year, on a day and time to be established by resolution at the organizational meeting.
  2. The Rector shall preside at all Vestry meetings, but shall have no vote, except in case of a tie. In the absence of the Rector, the Senior Warden shall preside.
  3. A Special Meeting of the Vestry may be called by the Rector at any time upon reasonable notice to all members. The purpose of the meeting shall be stated as part of the notice.
  4. In a vacancy of the Rectorate, a special meeting may be called by the Senior Warden or, in the absence of the Senior Warden, the Junior Warden at any time, upon reasonable notice to each Vestry Member.
  5. A majority of the lay members of the Vestry shall constitute a quorum.
  6. Absence from four consecutive meetings of the Vestry (except in case of sickness or approved leave of absence) may disqualify a member from membership, and the Vestry may, by resolution, declare a vacancy.

Section 4. Vacancies in the Vestry:   In the event of a vacancy in the Vestry, the Vestry may appoint a qualified member of the Parish to serve until the next Annual Parish Meeting, at which time, normal election procedures will be followed for unexpired terms.

Section 5. Duties of the Vestry:   The spiritual activities of the Parish are under the direction of the Rector, subject to ecclesiastical authority and canon law. The Rector shall have possession, use, and control of the Parish as provided by Canon of the General Convention. Subject to the foregoing, it shall be the duty of the Vestry:

  1. To be helpful to the Rector in whatever is appropriate to be done by lay persons.
  2. To employ, with the approval of the Rector, and fix wages for all employees of the Parish.
  3. To provide maintenance for the Rector and such salary and other compensation as may be agreed upon.
  4. In case of a vacancy in the Rectorate, to elect and call a Rector, after consultation with the Bishop and in accordance with the Canons of the Diocese.
  5. To have charge, care and maintenance, and management of all property and temporal affairs of the church.
  6. To supervise collection, control, and disbursement of all monies contributed or due to the Parish Corporation.
  7. To keep all buildings, structures, and tangible property of the Parish adequately insured against loss.
  8. To insure that all Parish Treasurers or custodians of funds are adequately bonded, that they maintain records sufficient to enable proper auditing, and that the records are audited annually.
  9. To insure that all trust funds, permanent funds, and all securities which come under their control are deposited in an approved financial institution.
  10. To manage any trust funds strictly in accordance with the lawful express requirements of the instruments creating the trusts.
  11. To sell and convey unneeded personal property of the Parish when deemed for the best interest of the Parish to do so.
  12. Pursuant to a vote of the Parish at a meeting duly called, to sell and convey real estate of the Parish when deemed for the best interest of the Parish, but only pursuant to written consent of the Bishop and Standing Committee first obtained.

Acting within the limitations upon debt contained in Canons of the General Convention and in compliance with the requirements of the Canons of the Diocese, to do any of the following acts, namely:

  1. To purchase necessary furnishings and equipment.
  2. To mortgage real estate when deemed for the best interest of the Parish, but only pursuant to written consent of the Bishop and Standing Committees first obtained.
  3. To acquire appropriate real estate, and on real estate held in fee simple by the Parish Corporation, pursuant to consent of the congregation given at a Parish Meeting duly called and held, to take down and remove or alter existing buildings, and to construct or reconstruct or erect, a Church building, Chapel, Rectory, Parish House. This subsection shall not be held to apply to alterations which do not involve major structural changes to the buildings in question.

Section 6. Stewardship Sunday:   Each year a Sunday, chosen by the Vestry, shall be Stewardship Sunday, and will represent the commencement of the annual Every Member Canvass of the Parish which will be completed as soon thereafter as is expedient.

Section 7. Duties of Officers of the Vestry:  

  1. WARDENS: In case the Parish be without a Rector, or in the absence of the Rector, the Senior Warden shall preside at meetings of the Parish and Vestry, and shall provide public worship as circumstances shall permit, in the absence of the Senior Warden, the Junior Warden shall fulfill the duties of the Senior Warden.
  2. SECRETARY: The Secretary shall keep accurate minutes, adequately bound, of all meetings of the Vestry and of the Parish, and shall sign them.
  3. The records of the Parish and Vestry shall at all times be safely and permanently kept and open to inspection by the Bishop, the Rector, and all qualified voters of the parish.
  4. The Secretary shall see that proper timely notice is given of all meetings of the Vestry and Parish.
  5. TREASURER: The Treasurer shall receive and keep safely all monies of the Parish Corporation, and shall make disbursements therefrom upon order from the Vestry.
  6. The Treasurer shall keep on file proper vouchers covering all disbursements and shall maintain proper accounts covering all funds received, disbursed, and on hand.
  7. The Treasurer shall report to the Vestry at each regular monthly meeting a statement of the Parish Corporation finances. The Treasurer will make a like report to the Annual Parish Meeting.
  8. The Treasurer’s records shall be open to inspection by the Bishop and shall be delivered promptly to the successor in office.

Section 8 Indemnification:  Except to the extent prohibited by law, members of the Vestry shall not be personally liable to the Church for monetary damages for breach of fiduciary duty. The Church assumes all liability to any person other than the Church for all acts or omissions of a Vestry Member occurring on or after January 1, 1988. Any repeal or amendment of this Article shall not adversely affect any right or protection of a Vestry Member (as provided by this Article) against any claim which is made or which accrues prior to the date of such repeal or amendment.

ARTICLE IV.
Section 1. Amendments:  These By-Laws may be amended in the following manner only.
Amendments are to be proposed at an Annual Parish Meeting or at a Special Parish Meeting and in writing, and, if approved by two-thirds of those present and voting, shall lie over until the next Annual Parish Meeting (or, if considered expedient, a Special Parish Meeting to be called by written notice not less than 45 days following the Annual Parish Meeting and, if approved by two-thirds vote at the subsequent Parish Meeting, will become effective immediately.

Adopted at the Annual Meeting of the Parish held on the 21st day of January, 1973. Amended January 1975, January 1977, January 16,1994, January 19, 1997, and January 19, 2003.