Grace Church Bylaws

  GRACE EPISCOPAL CHURCH

Sandusky, Ohio

BYLAWS

ARTICLE I - Canons

Grace Episcopal Church, an Ohio nonprofit corporation (hereinafter "the Parish") and all the officers and members thereof shall at all times be subject to the General Canons of the Episcopal Church, the Canons of the Diocese of Ohio, (herein, the “Ohio Canons”), and the Articles of Incorporation of the Parish. 

Article II – Vestry Duty and Meetings

It shall be the duty of the Vestry to take charge of the property to regulate all its temporal concerns, except as provided in the Ohio Canons. Furthermore it is the purpose of the Vestry to oversee and develop the mission of Grace Episcopal Church in accordance with the statement, “Grace Church is a welcoming community, inviting everyone to learn, serve, and share in Christ’s love.”

Section 1.     Annual Meeting

There shall be a regular organizational meeting of the Vestry in January each year, such meeting to be held not earlier than immediately following the adjournment of the Annual Parish Meeting and not later than the last day in such month. The purpose of the annual, organizational meeting shall be to elect officers of the Vestry and to transact such other business as may properly come before the meeting. Notice of each such annual organizational meeting shall be given by announcement’ thereof at the Annual Parish Meeting.

Section 2.     Schedule of Vestry Meetings

The Vestry shall meet regularly at least once in each calendar month, at such time as may be determined by the Vestry, excepting that the Vestry by resolution, may dispense with such regular meetings during the months of July and August in each year.

Section 3.     Special Meetings of the Vestry

Special meetings of the Vestry may be called by the Rector, or, in the Rector's absence, by the Senior Warden or, in the absence of both the Rector and the Senior Warden, by the Junior Warden, and shall be called at any time upon the request of two members of the Vestry.

Section 4.     Location of Vestry Meetings

Unless otherwise specified, all meetings of the Vestry shall be at the Church building at 315 Wayne Street, Sandusky, Ohio. \

Section 5.     Vestry Decision-making

A majority of the Vestry then in office shall constitute a quorum at any meeting. Unless otherwise required by the Ohio Canons or Ohio law, any action may be taken by a simple majority of those voting. The Vestry may act without a meeting and by consent of the Rector and all the vestry members, expressed in writing or by e-mail

Section 6.     Vestry Attendance

All vestry members shall attend at least seventy percent (70%) of the Vestry meetings, unless a valid excuse for absence is approve by the Rector or a warden. Noncompliance will result in mandatory removal.

ARTICLE III - Vestry Vacancies  

Vacancies occurring in the Vestry during the term of office, whether of Wardens or other Vestry members, shall be filled by a vote of the remaining members.

ARTICLE IV – Officers & Size of the Vestry  

Section 1.     Election of Vestry Officers

The Vestry, at its organizational meeting each year shall elect from its own number a Senior Warden, a Junior Warden and a Clerk, all of whom shall be communicants of the Parish.   The Vestry will comprise of 9 members on a 3 year sliding scale term limit.

Section 2.     Presiding Authority of the Vestry

The order of priority for the presiding officer at Vestry meetings shall be the Rector, and in the Rector's absence, the Senior Warden and in the absence of the Senior Warden, the Junior Warden and in the absence of the Junior Warden, the Clerk of the Vestry.

Section 3.     Rector’s ex officio Role

The Rector shall not be deemed a member of the Vestry but shall be entitled to receive notice of and to be present at all meetings of the Vestry, and when present, shall preside. As presiding officer at meetings of the Vestry, the Rector, in the case of a tie, shall have a deciding vote and, with the advice and consent of the Vestry, shall make appointment to such committees and other offices as may be constituted by the Vestry.

Section 4.     Duty of the Clerk

It shall be the duty of the Clerk to take and record the minutes of the proceedings of the Vestry, attest its public acts, preserve all records and paper belonging to the Parish, not otherwise provided for, perform such other duties as shall be legally assigned and faithfully deliver to the successor clerk all and documents in the Clerk's possession belonging to the Parish.

Section 5.     Duty of the Treasurer

The Treasurer is an officer of the Vestry whose scope of authority is limited to the provision of advice to the Vestry regarding Grace Church’s fund investment management, budget process and monthly accounts, and the timely audit of Grace Church’s accounts (annual internal audit and every-three years external audit) and other duties as may be assigned by the Vestry. It shall be the duty of the Parish Treasurer to receive, disburse and account for all funds and moneys collected for any and all church purposes, and such Treasurer shall in a timely manner remit all moneys received for the preceding month. The Treasurer is accountable solely to the Vestry.

ARTICLE V - Financial Matters  

Section 1.     Investment & Spending Oversight       

All funds and securities of whatsoever kind and nature belonging to the Parish shall be deposited with a Federal or State Bank or Trust Company, or federally insured Savings and Loan Association or a Vestry approved Fund Agency.  Withdrawal of funds in excess of $5,000. requires a quorum of the Vestry. Transfer of funds in excess of $1,500. across budget lines must be approved by the Vestry.  Records shall be made and kept of all terms governing the use of principal and income, to whom and how often reports of conditions are to be made, and how the funds are to be invested. 

Section 2.     Budget Preparation & Oversight

The creation of an annual budget and the monitoring of budget allocations shall be the purview of the Treasurer working in conjunction with the assistant treasurers (appointed by Vestry) and the Vestry.  All budgetary approval is reserved to the Vestry albeit with advice from the Finance and other relevant committees as requested by the Vestry. The protection of the Endowment Fund shall be a primary criterion for budget-building and evaluation. An annual formula for spending that will guide expenditures (e.g., a cap of 4% total expenditure of asset worth) shall be submitted to the Vestry each November to guide spending in the following budget year. 

Section 3.     Financial Audit

Books of account shall be so kept as to make accounts and securities available for satisfactory accounting at any reasonable time. All accounts shall be audited annually by a certified or independent public accountant or by such an accounting agency as shall be permitted by the Department of Finance of the Diocese. An external audit will be conducted every three years unless deferred by 2/3 vote of the Vestry with timely notification to the diocese as to the cause for deferral.  A Certificate of audit shall be forwarded to the Bishop not later than July 1st of each year, covering the financial reports of the previous year.

Section 4.     Bonding of Financial Agents and Insurance

Treasurers and custodians other than banking institutions shall be adequately bonded. All buildings and their contents shall be adequately insured according to Church Pension Fund standards.

Section 5.     Gifts & Bequests

All gifts and bequests of funds and securities other than those specified by the donor to be for current operating expenses of the Parish and other than Special Funds specified by the Vestry for management by the Treasurer shall be, upon receipt by the Parish, deposited, as may be appropriate, in either its Restricted Endowment Fund or Unrestricted Endowment Fund, administered by the banking institution or fund agency designated by the Vestry as its agent for that purpose. Timely notification to the Memorials Committee shall be made of such gifts and bequests.

ARTICLE VI - Parish Membership            

The Ohio Canons (Canon XIII, Section 7) provide that those persons entitled to vote at Parish meetings are: "All baptized persons shall be entitled to vote who are adherents to the Protestant Episcopal Church, not under the age of sixteen years, and who are bona fide members of the Parish in which the election is being held, and who, for not less than six months next preceding each election, shall have contributed regularly to the support of the parish in some manner provided by the Vestry." The persons who shall be deemed to have contributed regularly to the support of the Parish for the purposes of Section 7 of Canon XIII of the Ohio Canons shall be those persons who represent and affirm (in writing if the presiding officer of the annual Parish meeting so requests) that they have contributed regularly to the support of the Parish.

ARTICLE VII - Vestry Committees  

The Rector, with the advice and consent of the Vestry, shall appoint the following Vestry Committees, each of which shall be chaired by a Vestry member and all of which shall have the responsibilities hereinafter specified.

Section 1 - Executive Committee.

The Executive Committee shall consist of the Rector, Senior Warden, Junior Warden, Clerk, and one other member of the Vestry who shall be “Member at Large”.

The Executive Committee shall act in the intervals between meetings of the Vestry and Rector with regard to matters determined by such Committee to involve emergencies duly reported to the whole vestry in a timely manner. The Executive Committee shall act in an advisory capacity to the Vestry.

Section 2 – Standing Committees

All standing committees vested with the authority to represent Grace Church by the Vestry will act in accordance with the Cannons of the Church.  All committees will comply with reporting of expenditures and participate in zero-based budgeting.  All committees with submit a monthly report to the Vestry via their vestry representative.

2.1       The Finance Committee

2.1.1   The Finance Committee is an advisory committee to the vestry.  There are no reserved powers or authority allocated to the Finance Committee. 

2.1.2   The scope of the Finance Committee’s charge is limited to the provision of investment advice and counsel to the Vestry for the purpose of the management of Grace Church’s fund investments.

2.1.3   The Finance Committee shall report to the Treasurer advice and information deemed necessary for sound financial decision-making on the part of the Vestry.  The Treasurer shall relate this information to the Vestry at the monthly meetings or as otherwise required. 

2.1.4   The Chair of the Finance Committee shall provide quarterly briefings to the Vestry regarding fund investment behavior.

2.1.5   The Finance Committee shall operate as a standing committee serving at the pleasure of the Vestry. 

2.2       The Memorials Committee

2.2.1   The Memorials Committee shall advise the Vestry of all bequests and other gifts to Grace Church and seek to convey the wishes of donors’ survivors regarding the disposition of funds.  Unless designated in the language of the gift the Memorials Committee’s advice shall not be binding on Vestry disposition of funds whereby the Vestry will allocate such funds according to the expressed mission of Grace Church.

2.2.2. The Memorials Committee shall adopt and from time to time review and publish an appropriate plan regarding gifts to the Parish of other than cash and/or securities. Such plan shall specify the types of such gifts that will be received and procedures for the memorialization thereof.

2.2.3. In order to facilitate the application of an appropriate plan for receipt by the Parish of gifts other than cash and/or securities, the Vestry, on behalf of the Parish, shall refer the matter of each proposed gift (other than of cash and/or securities) to the Memorials Committee for its recommendation and the Vestry shall not accept a gift (other than cash and/or securities) without the favorable written recommendation of the Memorials Committee.

2.2.4   The Memorials Committee shall operate as a standing committee serving at the pleasure of the Vestry. 

 2.3       The Stewardship Committee

2.3.1 The Stewardship Committee shall work at the discretion of the Vestry to plan and implement a year-round Every Member Canvass that will involve the whole church in the work of responsible stewardship.

2.3.2   The solicitation and disposition of all gifts shall be conducted in accordance with the express mission of Grace Church as promulgated by the Vestry.

2.3.3   The Committee shall maintain a “mission inventory” to chart and evaluate the effectiveness of the stewardship programs.

2.3.4   The Stewardship Committee shall operate as a standing committee serving at the pleasure of the Vestry.

 

ARTICLE VIII - Parish Commissions  

The Rector, with the advice and consent of the Vestry, shall appoint Commissions required to carry out the mission of the church on an ad-hoc basis. Such commissions shall report to the Vestry on a timely basis and shall operate within period of time specified at the time of their appointment and according to the written charge given them at such time.

 ARTICLE IX– Amendment  

These Bylaws may be amended, or new Bylaws may be adopted, by the affirmative vote of two-thirds (2/3) of voting members present at the Parish Annual Meeting.  All approved changes shall be enacted in the following calendar year.