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.

 

 

 

 

The Reverend J. Edward Morris, Rector

 

Downey M. Gray, Jr., Senior Warden

 

 

 

James R. Hendon, Jr., Junior Warden

 

James M. Barnes, Secretary

 

 

 

Andrea Morris, Treasurer