Calvary Episcopal Church Bylaws
Article I | Article II | Article III | Article IV
Whereas, the Charter of Calvary Episcopal Church authorizes and empowers the Vestry to make and alter bylaws for the Corporation, not inconsistent with the Constitution and Laws of the Commonwealth of Kentucky and of the United States of America, and the Canons of the Diocese of Kentucky (hereinafter referred to as “Canons”), and
Whereas, Canon 23 requires the Vestry to regulate the temporal affairs of the Parish, and it desires to record the customary procedures of the same, and of the said Corporation,
Now, Therefore, Be It Resolved that the Bylaws of Calvary Episcopal Church be revised and reenacted to read as follows, effective when adopted by the Vestry:
ARTICLE I - THE PARISH
SECTION 1 – DEFINITIONS
As used in these Bylaws:
“Burial Ground” means the elevated western portion of the land donated to the Parish by Mrs. James Glazebrook, which, having been duly dedicated on May 12, 1996, shall be perpetually preserved and cared for as the final resting place of these whose ashes are now or will be there interred; and the plaque bearing their names, now installed in the South Tower, shall be likewise maintained.
“Church” refers to the registered office of Calvary Episcopal Church at 821 South Fourth Street, Louisville, Jefferson County, Kentucky and, in addition, has its common meaning, including all of the following:
“Congregation” means all those communicants, families, and persons recorded, as required by the Canons, in the Parish Register. As such, they are members of the Corporation as defined in KRS 273.187. They are its owners.
“Corporation” means Calvary Church, as chartered by the Kentucky General Assembly, Acts of 1869, Chapter 2054, Page 326, and as readopted January 14, 1960, as Calvary Episcopal Church, by Resolution of the Congregation. The Corporation owns the land and buildings, and all other assets of the Church, excepting those of the Endowment Fund of which the parish is the sole income beneficiary.
“Endowment Fund” of Calvary Church means the assets of the irrevocable trust fund established by Indenture, or Declaration of Trust dated March 8, 1899, with all the accretions and additions thereto.
NOTE: Gifts and bequests or devises to “Calvary Foundation,” “The Church Endowment,” or similar terminology, shall be deemed to be made to this fund; provided further, that gifts accepted by the Church for any other restricted purpose may, upon accomplishment of such purpose, or failure of same, fifteen years non-use being deemed conclusive proof of such failure, be transferred to said Endowment Fund by resolution of the Vestry; and this Bylaw shall constitute sufficient notice of these conditions of acceptance of all gifts, bequests, and devises.
“Parish” means the people and environs of the Church, and includes the Corporation and Congregation. It is represented by the Rector, Wardens, and Vestry.
SECTION 2 – MEETINGS
All meetings of the Congregation shall conform to Canon 21, and a regular annual meeting, preferably during the season of Advent at a time fixed by the Vestry, shall be held pursuant to not more that thirty-five (35), not less than ten (10) days notice, either by mail or publication in the Church Bulletin; special meetings, upon like notice, but additionally specifying the purpose for which called, may be called any time by the Rector or by resolution of the Vestry. Unless for good cause another meeting place is specified in the notice, all meetings shall be held at the Church.
SECTION 3 – QUORUMS
At any duly convened meeting of the Congregation, those present who are entitled by Canon 21 to vote, being communicants in good standing, of the age of sixteen (16) years or over, who have in some way contributed to the support of the Parish, shall constitute a quorum.
SECTION 4 – ELECTIONS
Elections to the Vestry shall be as provided by Canon 22, one-third to be chosen annually to serve a term of three (3) consecutive sessions (plus any existing unfilled vacancy). By Canon 22, neither voting by proxy nor cumulative voting is permitted.
SECTION 5 – ORGANIZATION
Parish organization shall include, but not be limited to:
A. CLERGY STAFF, consisting of the Rector and such other ordained cleric(s) as may, from time to time, be engaged by the Rector, assigned by the Bishop, and/or employed by the Vestry.
B. OFFICERS OF THE PARISH shall be, in order of precedence, the Rector, Senior Warden, Junior Warden, Treasurer for the Parish, and Parish Secretary, the latter four to be elected annually by the Vestry.
C. CHURCH STAFF, such as Choir Director, Organist, Director of Christian Education, Staff Secretary, Sexton, or others, who may, from time to time, be engaged by the Rector or employed by the Vestry, and, if compensated for their services, shall, unless the Vestry otherwise specifies, constitute the only participants in the Parish Pension Plan, excluding all temporary employees.
D. PARISH LEADERSHIP may consist of officers of the Episcopal Church Women and such lay functionaries as Historian, Librarian, Liturgist, Parliamentarian, and assistants to any of the above officers and staff normally including: (1) Layreaders, Chalice Bearers, Crucifiers, Acolytes, and members of the Altar Guild; (2) Assistant Treasurer or Bookkeeper; and (3) Choristers and Musicians.
E. THE GOVERNING BOARD OF THE ENDOWMENT FUND shall consist of seven (7) parishioners, preferably both Wardens, the Treasurer, and four (4) other parishioners, one of whom shall be elected annually by the Vestry for a term of four years. The seven (7) Members of the Governing Board shall select their chairperson from their number. Should an elected Member of the Governing Board become a Warden or Treasurer, he or she need not be replaced, but any other vacancy shall be filled for its unexpired term by election of the Vestry.
1. Powers. The Members of the Governing Board shall hold and manage the Calvary Church Endowment Fund, above defined, with all powers and duties set forth in the Indenture dated March 9, 1899, and as further provided by law. A majority of those serving may sell, assign, pledge or mortgage, lease, or convey any asset of the Endowment Fund without the necessity of any purchaser, assignee, pledge, mortgagee, or lessee looking into the application of the proceeds thereof, and the signatures of the majority of those serving shall be sufficient evidence of their actions. The powers are subject to the provisions of the Uniform Management of Institutional Funds Act (UMIFA) (KRS 273.510-273.590). The UMIFA provides, inter alia, that the governing board may appropriate for expenditure so much of the net appreciation, realized and unrealized, in the fair value of the assets of the Endowment Fund over the historic dollar value of the fund. Historic dollar value is defined in the UMIFA as the aggregate fair value in dollars of:
(a) The Endowment Fund at the time it became an endowment fund;
(b) Each subsequent donation to the Endowment Fund at the time it is made;
(c) Each accumulation made pursuant to a direction in the applicable gift instrument at the time the accumulation is added to the Endowment Fund. The determination of the historic dollar value made in good faith by the institution is conclusive.
2. Reports. Promptly, as of the close of each calendar quarter, or more often if advisable, or requested by the Rector or Vestry, the Members of the Governing Board shall report the status, value, and income derived from all assets of the Endowment Fund, together with a proposal of investment strategy for the ensuing twelve (12) month period.
3. Advice. The Members of the Governing Board shall also function as an investment advisory committee, regarding other restricted funds of the Church.
F. COMMITTEES may be appointed at the discretion of the Rector, or the Vestry, to facilitate any activity of the Parish; their composition, duties, and terms of office shall be as the Rector may direct, with the advice and consent of the Wardens, excepting only the following Standing Committees of the Parish:
1. STEWARDSHIP COMMITTEE. Annually, the Rector shall appoint a Stewardship Committee to conduct the Every-Member Canvass of the Congregation, and to encourage, guide, and counsel those parishioners seeking aid concerning their plans for support of their families, and of the Church and its institutions, especially those engaged in estate planning. The Rector shall designate a member of the Stewardship Committee to maintain liaison with the Diocesan Office of Planned Giving, and with its Director. The members of said Committee shall be charged with the duty of informing themselves and the Parish concerning the opportunities and options for the effective support of the Church, through Parish, Diocese, Synod, National Church, the Anglican Communion, and their respective institutions, missions, and programs; to include the making of wills; the various forms of life insurance and annuities; trusts and gifts, and such other vehicles of support of donation as it may be appropriate, considering family circumstances and the objects intended.
2. INVESTMENTS ADVISORY COMMITTEE. The Governing Board of the Endowment Fund, as Investments Advisory Committee, shall advise the Vestry in the investment and management of the restricted funds of the Parish other than the Endowment Fund. The Treasurer shall keep the Members of the Governing Board informed of the status of, and activity concerning all restricted funds; and quarterly, or more frequently if requested or prudent, they shall make recommendations to the Vestry concerning changes in the investment of same to best accomplish the purpose of each fund.
3. AUDIT COMMITTEE. Subject to authorization by the Finance Committee of the Diocese of Kentucky as required by Canon 15, the Rector shall annually appoint co-chairpersons for the Audit Committee, whose members shall then be chosen by the co-chairpersons, to exclude any Vestry member, Treasurer or Assistant, Bookkeeper, or Member of the Governing Board. It shall examine all books of account, financial records, securities and investments, and inventory of the fine arts of the Church, as of the close of the preceding year, and report its findings and recommendations to the Vestry.
Whenever the Audit Committee is authorized to conduct the annual audit of the Church’s books of account pursuant to Canon 15 or whenever the Vestry desires that the Audit Committee exercise a general supervisory and investigative authority concerning any financial affairs of the Parish, particularly the Church’s compliance with Canons 15, 16, and 17, all corporate officers of Calvary Episcopal Church are hereby directed to cooperate with and, upon request, to open any and all books of the Church pertaining to money or other assets held by any Church organization. The Rector, and in his absence, the Wardens, shall, upon request, provide designated members of the Audit Committee with letters of introduction and access to any persons and companies doing business with the Church, or with the Church’s Treasurers and custodians, or which hold funds or assets of the Church, or the Governing Board of the Endowment Fund.
4. BURIAL GROUND COMMITTEE. The Rector shall annually appoint, or re-appoint, a Burial Ground Committee to fulfill the trust of care and maintenance thereof; to cooperate with the Grounds Committee of the Vestry to determine the funds needed for these duties and to cooperate with the Members of the Governing Board regarding the investment and expenditures of all restricted funds donated for upkeep of, or internment in, the Burial Ground.
SECTION 6 – GENERAL
All officers, staff, and employees of the Parish are responsible in all ecclesiastical matters to the Rector, and in the Rector’s absence, to the Wardens, and in all temporal affairs to the Vestry, acting through the Wardens, or its appropriate committee.
Article I | Article II | Article III | Article IV