Trinity By-Laws - Draft

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THE PARISH BYLAWS of TRINITY EPISCOPAL CHURCH OF TOLEDO, OHIOi Adopted by unanimous vote at a Special Parish Meeting on Sunday, October 5, 1997.

Most recent amendment in 2016 - Article V, Section 2(a).

Article I. Authority Section 1. This Parish is established as a nonprofit corporation in the State of Ohio under the applicable provisions of the Ohio Revised Code.

Section 2. This Parish acknowledges its accession to the doctrine, discipline, and worship of The Episcopal Church (TEC) and to the canons of General Convention and of the Episcopal Diocese of Ohio. The Vestry shall act as the agent of the Parish in the care and custody of its property and in its relations with its clergy.

Section 3. The name of this Corporation shall be Trinity Episcopal Church of Toledo, Ohio.

Section 4. These Bylaws shall serve as the Code of Regulations of this Corporation, pursuant to Ohio Revised Code Section 1702.

Article II. Definitions “Canons” shall hereinafter mean, collectively, the Constitution and Canons of TEC and of the Episcopal Diocese of Ohio as they may be amended from time to time.

“Parish” shall mean Trinity Episcopal Church of Toledo, Ohio.

“Member” means any person who is baptized, whether in this Parish or another Christian Church, is sixteen or more years of age, acknowledges the authority of the Bylaws of the Parish, the Canons of the Diocese and TEC, and declares an intention to support the Parish by regular attendance at public worship and by financial support through an annual pledge.

“Communicant” means any “Member” of this Parish who has received Holy Communion in this Parish at least three times during the preceding year.

“Communicant in Good Standing” means any “Communicant” of this Parish who for the previous year has been faithful in corporate worship, unless for good cause prevented, and has been faithful in working, praying and giving for the spread of the Kingdom of God. “Qualified Elector” shall mean a Member and communicant in good standing (see above).

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Article III. Meetings Section 1. - Unless an alternative date is provided by resolution of the Vestry, an annual meeting shall be held on the third Sunday of January in each year at the Parish or at such other location as agreed by the Rector and Vestry, for the election of members of the Vestry and for transaction of other business as may properly come before such meeting. Notice of the time and place of the annual Parish meeting shall be given at a public worship service of the Parish congregation, in the Sunday bulletin, and as provided in Article III, Section 5 below, pursuant to Diocesan Canons, no fewer than one nor more than three weeks prior to any meeting (Title II, Canon 1: Sec. 4 (a)).

Section 2. - Special meetings of the Members of the Parish 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, or may be called at any time upon the request of twenty-five (25) Members in good standing of the Parish. Written notice specifying the time, place, and purpose thereof shall be mailed to each Member or family of the Parish at least two (2) weeks before the date of such meeting.

Section 3. - Each Qualified Elector, as defined above, shall be eligible to vote at all meetings of the congregation. Absentee voting or voting by proxy shall not be permitted at the Annual Meeting or Special Meetings of the Parish.

Section 4. - At all annual and special meetings of the Members of the Parish, the presence of twenty-five (25) Qualified Electors shall constitute a quorum.

Section 5. Any notice which is to be sent pursuant to these Bylaws shall be in writing and shall be sent by electronic transmission, which may include email, electronic Parish communication, or by United States mail. If a provision in these Bylaws indicates that a notice shall be mailed, and any one of the preceding notice requirements are followed, then the notice requirements of these Bylaws shall have been fulfilled.

Article IV. Nominations for Vestry Section 1. - A Nominating Committee of no less than three (3) Members of the Parish who are Qualified Electors shall be appointed by the Rector and Wardens and confirmed by the Vestry.

Section 2. - The Nominating Committee shall present to the Vestry no later than its December meeting a list of nominees who are Qualified Electors, with a number of Qualified Electors equal to the current number of vacancies to be filled.

Section 3. - Nominations of persons who are Qualified Electors and who have indicated a willingness to serve may be made in addition to the Nominating Committee slate. Such nominations, including a brief biography and reason for the nomination shall be submitted to the Nominating Committee in writing no later than three weeks prior to the upcoming Annual Meeting.

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Section 4. - An alphabetical listing of each person nominated pursuant to Sections 2 and 3 above, including a biography, shall be published on the Trinity website, in the weekly Sunday bulletin insert, and in electronic communication with a notice of the Annual Meeting at least one (1) week prior to the Annual Meeting.

Section 5. – The Rector may annually develop and distribute a summary document describing the nature and expectations of Vestry service, the process for nominating candidates for the Vestry, and the deadlines involved in the process which are consistent with these Bylaws.

Article V. Vestry & Wardens Section 1. Subject to the applicable Canons, the property and business affairs of the Parish shall be managed and controlled by the Vestry. The Vestry shall be responsible for the hiring of the Rector and for setting his/her compensation and other terms of employment. The Vestry shall review with the Rector issues of compensation and related employment and performance matters on an annual basis.

Section 2. Vestry Membership a. The Vestry shall consist of nine (9) members who are Qualified Electors. b. To the extent possible, the terms of the Vestry members shall be staggered so that one-third (1/3) of the Vestry members are elected each year. c. Members of the Vestry who have served two (2) consecutive full three (3) year terms may not be re-elected to the Vestry until the expiration of a one (1) year period following the end of the term of that individual. Notwithstanding the preceding, a Vestry member who has been elected to a one (1) or two (2) year term shall be eligible to serve, in addition, two (2) full three (3) year terms. d. Vacancies occurring in the Vestry may be filled by a vote of the majority of the remaining Vestry members. Any such interim Vestry members shall hold office until the next annual meeting, at which time the vacancy for the balance of the term shall be filled.

Section 3. - The Rector or other authorized Presiding Officer shall make appointments to all committees. All Members of the Parish shall be eligible for committee appointment.

Section 4. Lay Parish delegates to the annual Diocesan Convention shall be nominated by the Rector and elected by the Vestry for terms and on conditions as may be set by the Vestry, in accordance with the Canons.

Section 5. - Pursuant to Diocesan Canons, the Vestry shall meet at least quarterly (Title II, Canon 1 Sec. 6(b)), and up to ten (10) times per calendar year, as agreed to by a majority vote of the Vestry. The Rector, if present, shall preside. If the Rector is not present, the Senior or Junior Warden shall serve as the authorized Presiding Officer.

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Section 6. Each Vestry member present at a meeting shall have one vote, which may be cast in accordance with Article V, Sections 7 and 8. Absentee voting or voting by proxy shall not be permitted. The Rector shall not vote unless there is a tie.

Section 7. Any action that may be authorized or taken at a meeting of the Vestry, or a Committee, may be authorized or taken without a meeting in a writing or writings signed by all of the members of the Vestry, or any Committee, or by affirmative electronic response and such writing, writings or electronic responses shall be made a part of the records of the Parish.

Section 8. Members of the Vestry may participate in and act at any meeting of the Vestry through the use of communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 9. At any meeting of the Vestry, five (5) members shall constitute a quorum.

Section 10. Vestry meetings are open to attendance by all Members of the Parish, and the Vestry shall also retain the power to resolve to move into Executive session as it deems necessary and appropriate from time to time. During Executive sessions, sensitive and confidential issues may be discussed; no binding actions can be taken unless and until the session is adjourned and minutes resume for the sake of documenting decisions.

Section 11. To the fullest extent permitted by law, the Vestry and any committee thereof may conduct business, including giving any notice, attending or participating in meetings, giving a copy of any document or transmitting any writing, or voting, by authorized communications equipment as permitted under Ohio Revised Code Chapter 1702.

Article VI. Officers and Duties Section 1. The Officers of the Parish shall be: Rector Senior Warden Junior Warden Treasurer Clerk Section 2. The Rector (a) The Rector shall serve as the administrative and spiritual leader of the Parish. (b) As administrative leader, the Rector shall preside at all meetings of Members and the Vestry unless as otherwise provided herein. The Rector shall provide a report to the Members as to the state of the Parish affairs at the Annual Meeting of Members. The Rector shall be responsible for the hiring of any Parish staff subject to the approval of terms by the Vestry and shall see that the books, records and operational certificates or authorities of the Parish are properly maintained and that all governmentally or canonically required filings and payments are made by the Parish on a timely basis.

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(c) As spiritual leader, subject to the authority of the Bishop of the Episcopal Diocese of Ohio and the Canons, the Rector shall have exclusive charge of all matters affecting the spiritual affairs of the Parish. They shall see that Parish property is open for regular public worship, administration of Holy Sacraments and, in consultation with the Vestry, shall see to all other elements of his/her ministry as it may be defined including, but not limited to, Christian formation and spirituality programs, music, liturgy, stewardship, and community engagement and advocacy. (d) Except upon mandatory resignation by reason of age, the Rector may not resign without the consent of the Vestry, and the Vestry may not remove the Rector against the Rector’s will except as provided in the Canons. Vacancies in the Rector’s position shall be filled by the Vestry through the establishment of a Search Committee, which shall conduct its activities as directed by the Vestry and in consultation with the Bishop of the Diocese of Ohio and in accordance with the Canons.

Section 3. The Senior Warden shall be a member of the Vestry, nominated by the Rector and elected by the Vestry. In the absence or incapacity of the Rector, the Senior Warden shall assume all duties of the Rector except those which may only be performed by clergy.

Section 4. The Junior Warden shall be a member of the Vestry, nominated by the Rector and elected by the Vestry. The Junior Warden shall carry out the duties of the Senior Warden in the event of the inability or incapacity of the Senior Warden.

Section 5. The Treasurer (a) shall be appointed by the Vestry but is not required to be a member thereof. (b) shall have the responsibility for the financial books and records of the Parish, and shall ensure that all proper controls are applied and maintained with respect to the accounting practices relating to the Parish activities, including maintenance, with approval of the Vestry, of surety bonding and insurance on the properties and buildings of the Parish. (c) shall ensure that funds of the Parish are properly received, disbursed and accounted for, verifying and paying bills properly presented for payment, in accordance with Vestry policy and subject to the provisions of the Canon “Of Business Methods in Church Affairs”. (d) shall (i) prepare (or oversee preparation of) monthly financial reports for the Vestry, (ii) shall ensure the presentation of an annual financial report to the Members at the Annual Meeting, (iii) present and recommend an annual budget to the Vestry for approval prior to the Annual Meeting and (iv) arrange for an annual audit of the books and records of the Parish by an independent certified public accountant or by such other auditing body as may be provided for in the Canons.

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Section 6. The Clerk (a) shall be appointed by the Vestry but is not required to be a member thereof. (b) shall record and maintain the minutes of the meetings of Members and the Vestry. (c) shall act as Secretary of the Vestry, including attesting to documents required by the Diocese.

The Clerk’s duties may also include assistance with general Parish correspondence and such additional administrative support to the Rector as may be required.

Section 7. The Vestry may, in its discretion, appoint an Assistant Treasurer and/or Assistant Clerk. Such individuals may be but are not required to be members of the Vestry.

Section 8. A member of the Vestry, other than the Rector, may be removed at any time for just cause by a vote of a majority of the entire Vestry, provided that notice of the proposed removal and the reasons therefor are given to said Vestry member at least five (5) days in advance of such vote. Grounds for removal may include, but are not limited to, conduct in violation of the Canons or behavior otherwise deemed by the Vestry in its sole discretion to be detrimental to the mission and best interests of the Parish, failure to disclose conflicts of interest, absence without good cause from three (3) consecutive Vestry Meetings or four (4) such meetings in any calendar year, breach of confidentiality with respect to matters discussed or acted upon by the Vestry, or failure to attend with reasonable diligence to their duties as a member of the Vestry or to participate in Parish life.

Section 9. A Vestry member or any non-Vestry Officer may resign at any time.

Article VII. Reports and Records, Agency Section 1. In addition to the financial records and reports required to be maintained by the Treasurer as provided herein, the Parish, on a timely basis, shall file an Annual Parochial Report to the Diocese in a form as directed by the Diocese. The preparation and delivery of the Annual Parochial Report shall be the responsibility of the Rector and Vestry.

Section 2. The Rector, or the Wardens if there is no Rector, shall maintain a Parish Register to record all baptisms, confirmations, marriages and burials. The Rector is the custodian of the Parish Register.

Section 3. (a) The Vestry may delegate to the Rector, one or both Wardens, or the Treasurer, generally or as to specific instances, or to any employee of the Parish as to specific instances, due authority as permitted by the Canons to execute and deliver on behalf of the Parish such contracts, deeds, mortgages, notes, bonds, checks, drafts or other instruments or documents as the Vestry may deem necessary or proper. Without a general or specific delegation of authority, residual authority shall lie with the Rector, the Wardens or the Treasurer. Except as provided in these Regulations or as

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specifically authorized by the Vestry, no Vestry member, officer or employee or any other person shall have the power or authority to bind the Parish to any contract or transaction, or render it legally or financially liable for any purpose or any amount. (b) Notwithstanding the foregoing, any proposed encumbrance, sale, lease or mortgage of all or substantially all of the real properties of the Parish may only take place if approved at a Meeting of Members called for such purpose. Any such transaction shall be subject to the approval of both the Bishop and the Standing Committee of the Diocese of Ohio.

Article VIII. Indemnification The Rector, Officers, Vestry members, Agents, employees, and volunteers shall, while acting within the scope of their authority, be indemnified against expense and liability as allowed by Section 1702.12 (E) of the Ohio Revised Code, as the same may be amended, and in accordance with said provisions.

The foregoing right of indemnification shall be in addition to any other rights to which any person seeking indemnification may be or become entitled by law, vote of the Vestry members not involved in the indemnification, or otherwise.

Article IX. Amendments These Bylaws may be amended, supplemented, or repealed at any meeting of the Parish, herein provided for, by a majority vote of the Qualified Electors present. Provided, however, a copy of any motion to amend, supplement or repeal shall be delivered to the Clerk of Vestry, not later than three (3) weeks before the date of such meeting. There shall be included in the notice of such meeting a summary of the proposal and a statement that one of the purposes of the meeting will be to consider and act upon such proposal.

Article X. Other Section 1. At all Meetings of Members, committee meetings and meetings of the Vestry, procedural matters not covered by these Bylaws or the Canons shall be informed by the latest edition of Robert’s Rules of Order.

Section 2. Representatives to the West Mission Area Council shall be nominated by the Rector and the Vestry and elected at the Annual Meeting for terms and on conditions as may be set by the Vestry, in accordance with the Canons.

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Text in red indicates language suggested by the Episcopal Diocese of Ohio’s Model Form of Regulations for Parishes or the 2019 Model Provisions and Guidelines for Parish Bylaws, or recommended by counsel.