By-Laws

BY-LAWS OF
ST. ANDREW’S PARISH


ARTICLE 1
Qualifications of Voters


Section 1. (a) A member of St. Andrew’s Parish (the “Parish”) who is (i) a communicant in good standing; (ii) at least 16 years of age; (iii) a contributor of Record; and (iv) enrolled as a qualified voter for at least thirty days prior to the date of the Parish meeting, shall be entitled to vote at meetings of the Parish. (b) By “Contributor of Record” is meant a person who, during the twelve-month period immediately prior to the Parish meeting, shall have (i) made a financial contribution to the general fund of the Parish, which contribution has been recorded in the books maintained by the Treasurer; or (ii) been appointed by the Rector to an officially constituted standing or ad hoc committee relating to activities of the Parish; or (iii) been a regular participant in a service or devotional group officially sponsored by the Parish. (c) By “communicant in good standing” is meant a person who is a communicant in good standing as provided in Sections 1–3 of Canon 17 of Title I of the Canons of the General Convention of the Protestant Episcopal Church in the United States of America (the “National Canons”).


ARTICLE II
Parish Meetings


Section 1. The Secretary of the Vestry shall maintain or cause to be maintained a list of all members of the congregation who are qualified voters as of thirty days prior to any meeting of the Parish. This list shall be available at any Parish meeting.
Section 2. The annual Meeting of the Parish shall be held no later than the last Sunday before Lent. If the meeting should fail to be called on that date, the Vestry shall fix the time and place of the meeting, which must be held no later than the Monday night following the first Sunday in December.
Section 3. The presiding officer at all meetings of the Parish shall be the Rector, or in the Rector’s absence, the Senior Warden, or Junior Warden, in that order, or, in the absence of both Wardens, by a qualified voter appointed by a majority of the quorum present; provided that if the Office of Rector is vacant, the Bishop of the Diocese shall preside, if present.
Section 4. Special meetings of the parish may be called by the Rector, by five members of the Vestry, or by a petition signed by twenty-five qualified voters of the Parish.
Section 5. The members of the Vestry who shall attend any meeting of the Parish shall act as judges of election. A majority of the members of the Vestry present at any meeting of the Parish shall resolve all questions respecting the qualification of voters, qualifications of persons nominated for election to the Vestry, and the conduct of any voting.
Section 6. The Secretary of the Vestry shall act as secretary of any meeting of the Parish and as clerk to the members of the Vestry. If the Secretary of the Vestry is absent, the qualified voters present shall elect a secretary. It shall be the duty of the secretary to make or cause to have made, for Vestry approval, a full and fair written record of the proceedings of the meeting and also determinations of the questions passed upon by the judges of election, which record shall be included in the minute book of the Vestry.
Section 7. Written notice of the place, day and hour of any annual or special meeting of the Parish shall be sent to all known members of the Parish at least thirty days prior to the meeting, and during the same period, notice of any such meeting shall be printed in the weekly Church bulletins and included any other official communications distributed to members of the Parish. Notices given with respect to special meetings of the Parish shall state the purpose for which the meeting is called. However, if there is a proposed change to the by-laws, which also requires at least 30 days’ notice, the notice shall include the proposed change and an explanation of it.
Section 8. One-fifth of the qualified voters of the Parish shall constitute a quorum. A majority of the quorum present shall be necessary for the adoption of any matter voted upon by the members, provided, however, that two-thirds of the quorum present must approve amendment of the by-laws.


ARTICLE III
Vestry


Section 1. The Vestry shall consist of twelve elected lay qualified voters of the Parish, each of whom has attained the age of eighteen years or more, plus the Rector.
Section 2. Members of the Vestry shall be elected at the Annual Parish Meeting from among the qualified voters of the Parish 18 years of age and older and who are nominated by the Committee on Nominations, as provided in Article IX, Section 1 of these by-laws, or who, with prior consent of the nominee, are nominated from the floor at the Annual Parish Meeting. Four members of the Vestry shall be elected to three-year terms at each Annual Meeting. Terms of office of members of the Vestry shall be maintained on a rotation basis so that the tenure of four members of the Vestry shall expire each year. A member of the Vestry who has served three successive years (but not including, however, service of the remainder of an unexpired term as a member of the Vestry prior to election for a regular three-year term, as provided in Section 3 of this Article III) shall not be eligible for reelection until after the lapse of one year.
Section 3. If any vacancy shall happen among the members of the Vestry, or any person elected a member of the Vestry is not qualified or shall refuse to serve, the Vestry may choose a qualified person to serve until the next Annual Parish Meeting, at which time a successor shall be elected to fill the unexpired term.
Section 4. There shall be a meeting of the Vestry promptly following the Annual Parish Meeting, or on the Monday next after the Annual Parish Meeting, and thereafter regularly in each month during the year, such meetings to be held at a time and place agreed upon by the Vestry.
Section 5. Special meetings of the Vestry may be called from time to time by the Rector or by one-third of the members of the Vestry, provided that each member of the Vestry has received at least three days’ notice stating the time, place and purpose of the meeting. Such notice may be waived by unanimous consent of the entire Vestry. The business conducted at a special meeting of the Vestry shall be restricted to the subject matter specified in the notice, except by unanimous consent of the entire Vestry.
Section 6. One-half of the members of the Vestry shall be a sufficient quorum for the transaction of any business which it is authorized to do by law, except as herein otherwise provided. Notice of all recessed meetings shall be given to all members of the Vestry.
Section 7. The Rector, as chair of the Vestry, shall prepare an agenda for the conduct of the Vestry meeting based on items submitted by members of the vestry and those the Rector desires to bring before the Vestry. Minutes of all Vestry meetings shall be distributed by the Secretary of the Vestry to each member of the Vestry and the Rector as soon as may be practicable after a meeting.
Section 8. The Rector, when present, shall preside at all meetings, and shall have a vote. If the Rector is absent, the Senior Warden or Junior Warden, in that order, shall preside. If none of these is in attendance, the members of the Vestry present shall elect a temporary chair to preside at that meeting. If the Office of Rector is vacant, the Bishop of the Diocese, the Senior Warden, or the Junior Warden, in that order, shall preside, if present. If none of these is in attendance, the members of the Vestry present shall elect a temporary chair to preside at the meeting.
Section 9. When the Vestry is assembled for the first meeting after the Annual Parish Meeting, the newly elected members of the Vestry shall take and subscribe to such oaths as are required by law, which the Rector or any member of the Vestry may administer.. The next order of business shall be the election by the Vestry of a Secretary of the Vestry and a Treasurer, and Senior and Junior Wardens who shall serve for the ensuing year or until their successors are elected, except that the Vestry may decide by majority vote to defer the election of a Senior and Junior Warden until the following meeting. If the election of wardens for the current term is deferred until the following meeting, the Vestry shall at the first meeting after the Annual Parish Meeting elect an interim Senior and Junior Warden who shall serve until the deferred election is held.
Section 10. At all meetings of the Vestry, Robert’s Rules of Order shall be the parliamentary guide in cases not otherwise provided for herein.
Section 11. The members of the Vestry, in addition to the duties enumerated herein, shall perform such duties as prescribed by the Maryland Vestry Act of 1798, as amended (the “Act”), and the National Canons and of the Constitution and Canons of the Convention of the Protestant
Episcopal Church of the Diocese of Washington (the “Diocesan Canons”).


ARTICLE IV
Church Wardens


Section 1. The Junior Warden and Senior Warden shall be elected by a majority of the members of the Vestry from among their number as provided in Article III, Section 9 of these by-laws. The Senior Warden and Junior Warden shall be elected to serve one-year terms and may succeed themselves.
Section 2. The Senior Warden, as the chief lay officer of the Parish, shall be responsible for the administration of the Parish in the absence of the Rector or when the office of Rector is vacant. Under such circumstances the Senior Warden may call Vestry and Parish meetings, shall preside over such meetings, and may make such appointments and delegate such duties, consistent with these by-laws, as are desirable for the proper administration of the Parish, subject to approval by the Vestry.
Section 3. The Junior Warden shall assist the Senior Warden and shall assume the duties and responsibilities of the Senior Warden when the Senior Warden is absent or when the office of Senior Warden is vacant.
Section 4. The Wardens, in addition to the duties enumerated herein, shall perform such duties as prescribed by the Act and Diocesan Canons.


ARTICLE V
Diocesan Delegates and Alternates


Section 1. The election of Lay Delegates and Alternates to the Diocesan Convention shall be conducted so as to maintain the maximum number of Delegates allocated to the Parish under the Constitution and Canons of the Diocese of Washington, as well as a maximum of two alternates.
Section 2. Lay Delegates and Alternates shall be elected at the Annual Parish Meeting from among the qualified voters of the Parish 18 years of age and older and who are nominated by the Committee on Nominations, as provided in Article IX, Section 1 of these by-laws, or who, with prior consent of the nominee, are nominated from the floor at the Annual Parish Meeting.
Section 3. Lay Delegates and Alternates shall serve for a term of two years. Terms of Lay Delegates and Alternates shall if possible be maintained on a rotation basis.
Section 4. In the event of the inability of a Lay Delegate to serve, the place of that Delegate shall be taken by the Alternate. If the appointment of another alternate seems advisable, the Vestry shall make such an appointment by majority vote.
Section 5. The Secretary of the Vestry shall promptly report to the Secretary of the Convention the name, address and contact information for each Lay Delegate and Alternate and shall indicate who are Lay Delegates and who are Alternates.


ARTICLE VI

Election of Rector, Assistant Minister(s), and Engagement of Lay Workers


Section 1. The Vestry shall have the power and authority to make an agreement with any prospective Rector concerning the terms and conditions covering his/her compensation, tenure of office, and perquisites, together with other matters concerning his/her pastoral relationship with the Parish. Any action taken by the Vestry in relation to the selection and election of a Rector shall be effected only with the guidance and approval of the Bishop of the Diocese. The Vestry shall comply with the National Canons, the Diocesan Canons and any diocesan guidelines and procedures in such matters.
Section 2. The election of a Rector shall be by a two-thirds majority vote of the Vestry.
Section 3. The Rector may request approval of the Vestry to engage an assistant minister(s) and lay workers, although the Vestry shall determine the stipend or other financial arrangements with such persons. The assistant minister(s) and any lay workers shall be answerable to the Rector for the discharge of all duties assigned to them.


ARTICLE VII
Secretary of Vestry


Section 1. The Secretary of the Vestry shall be a qualified voter of the Parish and shall be elected annually by the Vestry at its first meeting following the Annual Parish Meeting. The Secretary of the Vestry need not be elected from among the members of the Vestry.
Section 2. The Secretary of the Vestry shall keep, or arrange to have kept, proper records of baptisms, marriages, burials, and enrollments of voters, as set forth in the Act and shall be responsible for such other duties which the Vestry may assign.
Section 3. The Secretary of the Vestry shall take, or cause to have taken, the minutes of the proceedings of the Vestry and of any meetings of the Parish and shall turn these records over to his or her successor.
Section 4. The Secretary of the Vestry shall maintain an official Parish file of minutes of the Vestry, Parish meetings and of correspondence, contracts, agreements, financial reports, etc. These files shall be kept in the Parish office in order to be available to the Rector, the Parish Secretary and any member of the Vestry.


ARTICLE VIII
Treasurer


Section 1. The Treasurer shall be elected annually by the members of the Vestry and shall perform all such duties as determined by the Vestry and prescribed by the National Canons and the Diocesan Canons.
Section 2. The Treasurer shall be bonded in such amount as the Vestry shall designate.


ARTICLE IX
Committees


Section 1. A Committee on Nominations, consisting of five qualified voters of the Parish, no more than two of whom shall be members of the Vestry, shall be selected by the Rector at least forty-five (45) days prior to the Annual Parish Meeting. Nominations shall be published at least fifteen (15) days before the Annual Parish Meeting. Members of the Vestry serving on the committee shall be in the final year of their terms. The Rector shall designate which member of the Committee shall serve as Chair.
Section 2. The Chairs of standing committees approved by the Vestry, also referred to as commissions, shall be appointed by the Rector within thirty days after the Annual Parish Meeting.
Section 3. There shall be an Executive Committee consisting of the Rector and the Wardens that shall meet in advance of each Vestry meeting to prioritize items for Vestry consideration and help to determine the agenda for the meeting. The Executive Committee shall also discuss appointments for chairs of committees and any other positions to be filled by Vestry action.
Section 4. Special committees may be designated from time to time at the discretion of the Rector or by majority vote of the Vestry.


ARTICLE X
Business Methods and Audits


Section 1. The standard business methods in Church affairs, as outlined in Canon 1.7 of the National Canons, shall be followed.
Section 2. All books of accounting and funds of the Parish shall be audited annually as required by the Diocesan Canons.


ARTICLE X
Amendments


Section 1. These by-laws may be amended, modified or repealed at any Parish Meeting by a vote of two-thirds of those present, provided that the number present equals or exceeds a quorum and provided that notice thereof of such proposed amendment, modification or repeal, along with the proposed change and an explanation of it, shall be given by the Vestry to all qualified voters of the parish at least thirty days prior to the said meeting; and provided, further, that such amendment, repeal, or suspension shall not conflict with the Act, the National Canons, or the Diocesan Canons.
Section 2. Proposed amendments to these by-laws shall be the first order of business at any Parish Meeting.