
Bylaws
Calvary
Episcopal Church Bylaws
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 II –
The Vestry
Section 1 –
Sessions
Sessions of the Vestry shall be from the annual
meeting to annual meeting of the Parish.
Section 2 –
Membership
There shall be fifteen (15) members, five (5) of whom
shall be elected annually for a term of three (3) consecutive sessions. As provided by Canon 22, all communicants in
good standing of the age of sixteen (16) years or over, who have in some way
contributed regularly to the Parish for at least a year, are eligible for
nomination to the Vestry; however, excepting those elected to fill an unexpired
term, no member may be re-elected within the year following his or her prior
term.
Section 3 –
Vacancies
When a vacancy occurs, the Vestry may elect a
successor to fill the unexpired term in accordance with Canon 22; otherwise, it
shall be filled at the next annual meeting of the Parish.
Section 4 –
Nominations
A nominating committee, consisting of the members
concluding their service on the Vestry and chaired by one of their number
appointed by the Senior Warden, shall report to the Congregation, at or before
its annual meeting, a list of not less than five (5) nor more than fifteen (15)
communicants who are willing and eligible to be elected to the Vestry. Additional nominations from the floor shall
be received.
Section 5 –
Duties
The Vestry shall:
A. Cooperate
with the Rector, its presiding officer by Canon 23 and President of the
Corporation by Charter, for promotion of the spiritual welfare of the Parish
and to conduct its temporal affairs in accordance with Canons 15 and 23,
Charter, and these Bylaws.
B. Serve
as Board of Directors of the Corporation, and annually, it shall elect the
Wardens and the Secretary from among its members, and a Treasurer of the Parish,
each for terms of one (1) session in accordance with Canon 22.
C. Elect
one of the members of The Governing Board of the Endowment Fund as authorized
by Canons 15 and 23.
D. Elect
the lay deputies to the Convention of the Diocese of Kentucky in accordance
with Canon 4, and three (3) election judges for the Annual Parish Meeting in
accordance with Canon 22.
E. Fix
the compensation of the Rector and Church Staff, and adopt a budget to defray
these, and the other expenses, alms, pledges, and taxes of the Parish.
The above enumerated duties shall not be
exclusive.
Section 6 –
Meetings
Regular meetings shall be held monthly, at such time
and place as the Vestry may fix at the first meeting of each session, and the
minutes of that meeting shall be sufficient notice thereof. Special meetings may be called by the Rector
or the Wardens, or by three (3) members, upon not more than thirty-five (35)
nor less than ten (10) days notice, either by mail or publication in the Church
Bulletin. In emergency, time being
insufficient for such notice, motion must be taken without meeting, if
unanimous, or the Executive Committee of the Vestry may act for the Vestry; but
minutes of all special meetings and of all emergency actions shall be presented
at the next regular meeting for approval or ratification, respectively.
Section 7 –
Quorum
A majority of the Vestry shall constitute a quorum for
all regular and special Vestry meetings.
Section 8 –
Officers
The Vestry shall, at the first meeting of each session,
elect officers pursuant to Article II Section 5 of these Bylaws and Canon 22,
to serve the remainder of the session and until their successors are
elected. From time to time, it may also
establish other offices authorized by law, and fill the same election for a
like term.
A. The
Rector, as President of the Corporation by Charter and presiding
officer of the Vestry by Canon 23, shall be ex officio a member of all
committees of the Vestry, and shall execute all instruments required by the
Vestry, pursuant to the Charter.
B. The
Senior Warden, who is Vice President of the Corporation by Charter
and, in the absence of the Rector, presiding officer by Canon 23, shall be
elected, preferably from those members of the Vestry who have served one or
more years immediately preceding. He or
she shall serve as a Member of the Governing Board of the Endowment Fund, and
shall maintain an agenda for meetings, including all items of unfinished
business, and such other items as the Rector or either warden may desire, but
may delegate this duty to the Secretary.
C. The
Junior Warden, as third presiding officer by Canon 23, shall perform
the duties of the Senior Warden in his or her absence, and shall serve as a
Member of the Governing Board of the Endowment Fund. As “people’s warden,” he or she shall be particularly attentive
to the needs and concerns of the Parishioners.
D. The
Treasurer shall discharge the statutory duties of the office, serve
as a Member of the Governing Board of the Endowment Fund, and perform the canonical
functions of Treasurer for the Parish in accordance with Canon 23; in such
multiple capacity, he or she shall maintain accounts of both the capital
investments and restricted funds of the Parish and of its income, other
receipts, and disbursements, and as Parish Treasurer shall disburse funds only
when directed by the Vestry, except that, within limitations set by the Budget,
he or she shall pay all utilities, salaries, pledges, taxes, and other fixed
obligations, and shall pay, to the applicable Budget limit, and other bills
which have been first approved by the chairperson of the responsible committee,
or officer authorized by Bylaw; additionally, a monthly operating statement
shall be given to the Vestry at each regular meeting, and the annual statement
of financial condition of the Parish shall be prepared for presentation by the
Vestry at the Annual Congregational Meeting.
But, should the Vestry elect an Assistant Treasurer, there may be
delegated to such officer the tasks of bookkeeping and other non-statutory
duties.
E. The
Secretary shall perform all duties specified for that office by
Charter, Canons, Statutes, and these Bylaws, both for the Corporation and for
the Parish; to this end, he or she shall take charge of all records, archives,
and documents of the Parish which are not canonically or statutorily in the
keeping of the Rector, Treasurer, or Governing Board of the Endowment Fund, and
shall preserve and maintain the same and deliver them to his or her successor,
and shall see that each newly-elected member of the Vestry receive a copy of
these Bylaws, with all current Amendments and Annotations. But, should the Vestry elect an Assistant
Secretary, or should the Parish leadership include a Historian, Archivist, or
Librarian, there may be delegated to such official(s) any non-statutory tasks
involved in these duties.
Section 9 –
IMMUNITY FROM CIVIL LIABILITY
Without limiting protections otherwise provided by
law, KRS 411.200 provides that any person who serves as a director, officer,
volunteer, or member of the governing board of the Church, as defined, and who
is not compensated for such services on a salary or a prorated equivalent
basis, shall be immune from civil liability for any act or omission resulting
in damage or injury if such person was acting in good faith and within the
scope of his or her official functions and duties, unless such damage or injury
was caused by the willful or wanton misconduct of such person.
Section 10 –
Committees
Provided that all corporate committees be chaired by a
member of the Vestry and include at least one (1) other Vestry member, the
number and composition of same shall be discretionary, and shall be designated
and appointed by vote of a majority of the Vestry; but shall always include the
following standing committees:
A. Budgetary. Excepting Staff Christmas gifts and
expenditures authorized by these Bylaws to be made by the Treasurer, the
routine General Expense and Office Expenses, which, with Continuing Clergy Education,
Sitter Service, and Computer Service, are at the discretion of the Rector, or
his designee from the Parish Organization, a standing committee shall supervise
and its chairperson must authorize all disbursements of discretionary items of
the Budget. To this end, such
committees are hereby authorized to contract for the goods and services needed,
the aggregate not to exceed the sum budgeted.
Their budget responsibilities are as indicated:
COMMITTEE Budget
Line-Item(s)
Education Youth
and Adult Education
Property Grounds
Burial
Ground Maintenance
Janitorial
Service
Fixtures
and Equipment
Third
Street
Parking Lot
Insurance Medical and Life
Insurance
Property and
Liability Insurance
Outreach Parish
and Outreach
Worship Choir and Altar
B. Executive
Committee shall be composed of the Rector, Senior and Junior
Wardens, Secretary, and Treasurer. It
shall exercise all powers conferred upon it by these Bylaws, and perform such
other functions as may, from time to time, be directed by action of the
Vestry.
C. Budget
Committee, whose members shall include Secretary, Treasurer, and
Stewardship Chairperson, shall prepare each Annual Budget in advance, and
recommend the same to the Vestry prior to the Annual Congregational Meeting. All obligations or expenditures which may
exceed Budget allowances shall, upon or before approval by the Vestry, stand
referred to the Budget Committee for prompt recommendation regarding the budget
amendment(s), or other measures, occasioned thereby.
D. Special
Committees may be created at any time by the resolution of a
majority of the Vestry, which, within limits of the law, may have such
composition and duties as it may direct.
Section 11 –
Attendance
All Vestry members shall attend every meeting, if
possible. Staff clergy are invited to
attend, and others may, upon invitation of the Rector, Senior or Junior Warden,
or Vestry. However, no invitee may vote
and none may address the Vestry, nor speak to motions, unless by consent of the
Vestry.
Article III
– Procedures
Section 1 –
Fiscal year
The business year of the Parish, and of its
components, shall be the calendar year.
Section 2 –
Resolutions
All duly adopted resolutions of the Congregation shall
remain in full force and effect until properly fulfilled, superseded, modified,
or repealed, and the same shall be true of actions of each Vestry during its
session.
A. Bank
Resolutions shall, by virtue of this Bylaw, stand approved by the Vestry, as of
its first meeting of each session in the language and with the content found in
the standard forms for such purposes provided by each depository, but only if
all three (3) conditions following are met:
1. That
the Rector, and in his absence, the Senior Warden, is included as an authorized
signatory in each resolution;
2. That
all withdrawals exceeding Five Hundred Dollars ($500.00), or borrowings which
may aggregate that sum, shall require at least two (2) signatures; and
3. That a
fully executed copy of each such resolution be incorporated by reference in,
and physically attached to, the minutes of said meeting, with copies thereof
supplied to all members for approval at the Vestry’s next meeting.
Section 3 –
Amendments
These Bylaws may be amended at any time by a majority
of the entire Vestry.
Section 4 –
Annotations
The Vestry may, by resolution, add Annotations to
these Bylaws to clarify, reconcile, or particularize the language, or
application, of same. All such
Annotations, and any Amendments adopted pursuant to the preceding Section must,
to be effective beyond the session of that Vestry, be reduced to writing and
physically appended to the copies hereof preserved by the Secretary.
Section 5 – Lay
Use
All requests to use the Nave, Parish Hall, grounds, or
other facilities of the Church shall be considered by the Rector, and, if
deemed to be public worship within the Church as contemplated in Canon 28, may,
in the Rector’s discretion, be permitted upon terms. Any other use which the Rector deems permissible shall be
referred to the Executive Committee, which may decline such application, or
grant it upon such terms as said Committee may prescribe.
Section 6 –
Rules of Order
Where not inconsistent with the Constitution and Laws
of the United States of America, and the Commonwealth of Kentucky, the Canons,
the Charter of Calvary Episcopal Church and these Bylaws, Robert’s Rules of
Order are adopted and designated as the official rules of procedure for all
meetings of the congregation, vestry, and all organizations and Committees of
the Church.
Article
IV - ENTIRETY of Bylaws
These are the complete Bylaws of Calvary Episcopal
Church and any Bylaw enacted before the date of the approval of these Bylaws
not listed herein is hereby repealed.
These Bylaws Are Hereby Approved by the Vestry of Calvary Episcopal Church this 19th
day of September 2006.
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The
Reverend J. Edward Morris, Rector |
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Downey
M. Gray, Jr., Senior Warden |
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James
R. Hendon, Jr., Junior Warden |
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James
M. Barnes, Secretary |
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Andrea
Morris, Treasurer |
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