By-Laws

Churchwardens and Vestrymen of

St. Anne’s Episcopal Church

Tifton, Georgia

ARTICLE I – Organization 

Section 1:  Name 

The Churchwardens and Vestrymen of St. Anne’s Episcopal Church, Tifton, Inc. (St. Anne’s) is a parish organized as a Corporation pursuant to the Official Code of the State of Georgia under the Georgia Nonprofit Corporation Code, the “Code” made as a part of the Episcopal Diocese of Georgia, the “Diocese,” and the Domestic and Foreign Missionary Society of the Episcopal Church in the United States of America (ECUSA).

Section 2:  Not-for-Profit

St. Anne’s is organized as a nonprofit corporation under the Code, qualified as Exempt Organization under the Internal Revenue Code of the United States of America. 

No part of the net earnings of St. Anne’s or its property shall inure to the benefit of, or be distributable to, its Members, Vestry officers, or other private persons except that St. Anne’s shall be authorized and empowered to pay reasonable compensation for services. No substantial part of the activities of St. Anne’s shall be the carrying on of propaganda, otherwise attempting to influence legislation, except to the extent permitted by the law, and St. Anne’s shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Bylaws, St. Anne’s shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the internal Revenue Code f 1986 or the corresponding provision of any future federal tax code or (b) by a parish, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue code of 1986 or any other corresponding provision of any future federal tax code.  

ARTICLE II – Purpose

The purposes of this corporation are to acquire and afford to St. Anne’s Church proper and appropriate church buildings and other properties, real and personal, needed and useful in the conduct of the services and affairs of the church, and in general to do any and all things necessary to promote the cause of Christian faith, to know Christ, and to make Him known.

ARTICLE III – Acknowledgment 

St. Anne’s Episcopal Church, as a constituent part of the Episcopal Church in the United States of America and the Episcopal Diocese of Georgia, recognizes, and adopts, accedes to and acknowledges the authority of the Constitution and Canons of both.

Any by-law in contravention of the Constitution and Canons of the Protestant Episcopal Church or the Episcopal Diocese of Georgia shall be null and void.

ARTICLE IV – Membership

All baptized persons 18 years of age or over who are communicants in good standing of St. Anne’s Episcopal Church shall be members of this corporation.

A communicant in good standing is one who declares his or her intention to support the Parish by regular attendance at public worship and by subscribing identifiably to the expenses of this church in a structured manner.

ARTICLE V – Annual Meeting of Congregation Members

Section 1: The Annual Parish Meeting 

The Annual Parish Meeting of St. Anne's Church congregation shall be held prior to the 31st day of January each year at a place and date fixed by the vestry for the purpose of electing vestry members and for the transaction of such other business as may properly come before the meeting. 

The Rector shall preside. If he/she is absent, the Senior Warden shall preside.  In the absence of both, the Junior Warden shall preside. In the absence of the Rector and both Wardens, a Vestry member designated by the Vestry shall preside.

Reports shall be made by the Rector, the Vestry, and such other departments as the Rector or Vestry may request.

Section 2: Notice 

At least 30 days prior to the annual meeting a notice stating the place, day and hour of the meeting, shall be mailed to each communicant in good standing as his/her name appears upon the church records. This notice shall be the responsibility of the Clerk of the Vestry or some other person designated by him/her. The notice shall also be posted at one or more public entrances of the church or place of worship occupied by the Parish and printed in the Sunday service bulletin.

Section 3: Quorum

At all meetings of the Members those present and entitled to vote, providing there are at least 30 members present, shall constitute a quorum for action on any matter, unless the Constitution or the Canons provide otherwise.

Section 4: Voting Rights

The Rector and each communicant in good standing shall be entitled to one vote. There shall be no vote by proxy. All matters excluding amendments to these bylaws shall be decided by a majority vote of those present and entitled to vote.

Section 5: Special Meetings of the Congregation

Special meetings of this Congregation may be held at the call of the Rector or a majority of the Vestry, or upon the written request of 30 members of the Congregation.  Such special meetings may be held at such place and time as is designated in the call.  The same prior notice is required as for the regular annual meeting.  Business at all special meetings shall be confined to the subject(s) stated in the call.

ARTICLE VI – Corporate Officers

Section 1:  The Officers of the Corporation

Church officers shall be:

A. Rector

B. Senior Warden

C. Junior Warden

D. Clerk of the Vestry

E. Treasurer

Section 2:  Qualifications and Responsibilities of Officers

The Rector

The Rector by virtue of office shall have the exclusive jurisdiction over the spiritual concerns of the Parish and shall at all times exercise control over the use of Parish facilities in accordance with the Canons.

Duties of the Rector with regard to Vestry administration and the parish are:

1.  
   1. Preside over all meetings of the Vestry and Parish.
   2. Call all meetings of the Vestry and Parish as he/she deems necessary.
   3. Vote only in the case of a tie, excluding matters regarding his/her compensation or benefits.
   4. Appoint the Senior Warden.
   5. Appoint Vestry members to committees.
   6. Set up, review and terminate ad hoc committees as needed.
   7. Serve as ex officio member of all committees.
   8. Make an annual report about the spiritual affairs of the Parish at the annual meeting.
   9. Have the authority and responsibility for the conduct of worship and the spiritual jurisdiction of the parish                           
   10. Have the use and control of the Church and Parish buildings with the appurtenances and furniture thereof.  
   11. Have exclusive authority to supervise, hire and fire staff and adjust their job responsibilities.  

B.  The Senior Warden

The Senior Warden shall be appointed annually by the Rector at the first Vestry meeting following the Annual Meeting from among the duly elected members of the Vestry.  The Rector may re-appoint a Senior Warden for only one consecutive term.  After one year vacating the position, a person can be eligible again for consideration. 

The duties of the Senior Warden shall include:

1.  
   1. Preside at all Parish functions of a business nature when the Rector cannot attend.
   2. Represent the Parish as the primary lay leader.
   3. Serve on the Executive Committee.
   4. Serve as ex-officio member of all Vestry committees.
   5. Cause an annual report to be made and distributed to the members during the annual Parish meeting and present the business and financial portion of that report.
   6. In the absence of the Rector, act as leader and responsible person for all temporal  activities.
   7. Perform all duties not delegated to the Junior Warden but provided by the Corporate Charter of the Church and the Constitution and Canons of the Episcopal Church and Diocese of Georgia.

C.  The Junior Warden

The Junior Warden shall be elected annually at the first Vestry meeting following the annual meeting by majority vote of the Vestry from among the duly elected Vestry.  He/she may be re-elected to this position one time only and then must vacate the position for one year before again being eligible for consideration.

The duties of the Junior Warden shall include:

1.  
   1. Cooperate with and understudy the Senior Warden.
   2. Serve on the Executive Committee
   3. Maintain a comprehensive directory of Parish buildings and grounds including a check list of repair and maintenance schedules and needs.
   4. Present to the Vestry each month an accounting of repair and maintenance  activities accomplished.
   5. Present to the Vestry each month a projection of upcoming repair and  maintenance needs, and anticipated costs.
   6. Perform all duties and responsibilities of the Senior Warden in his/her absence.

D.  The Clerk of the Vestry

The Vestry shall nominate and elect a Clerk for a term of three (3) years.  The Clerk may be re-elected to subsequent three-year terms. The Clerk may or may not be a member of the Vestry, but may not be the Senior or Junior Warden.

The duties of the Clerk shall include:

1.  
   1. Attend all meetings of the Vestry including the Executive Committee.
   2. Have a voice but no vote unless a duly elected member of the Vestry
   3. Keep the minutes of Parish meetings, all Vestry meetings and Executive Committee meetings.
   4. Cause the minutes to be posted on the Parish web page and church bulletin board in a timely fashion
   5. Attest and seal as authorized by the Rector or Senior Warden any such instruments as contracts, deeds and mortgages, and the Annual Report to the Diocese of Georgia.

E.  The Treasurer

The Treasurer shall be elected for a one year term at the first Vestry meeting following the annual meeting and shall serve for no more than three (3) years. After vacating the position for one year, a person will be eligible again for consideration for the position of Treasurer. Nominations will be made by the Vestry members; the nominees may or may not be a members of the Vestry but must not be the Senior or Junior Warden. 

The duties of the Treasurer shall include:

1.  
   1. Serve as the fiscal officer of the Parish.
   2. Review all expenditures to determine if they are appropriate within the annual budget, all accounts and any special fund guidelines.
   3. Serve on the Executive Committee.
   4. Serve as an ex-officio member of the Finance Committee and the Stewardship and  Planned Giving Committee, all other finance-related committees and coordinate  reports from said committees to the Vestry in a timely fashion.
   5. Present a detailed monthly financial statement to the Vestry in advance of each meeting and discuss significant details as a standing agenda item for each Vestry meeting. 
   6. Prepare a summary of the financial statement each month for distribution to the parish, including posting on the Parish website and church bulletin board.
   7. Recommend budget adjustments monthly to the Vestry, or report why none are needed. 
   8. With the Rector and Finance Committee, prepare the proposed budget each year.
   9. Help prepare the financial information for the annual Parish meeting report.  
   10. Sign checks.
   11. Monitor Parish adherence to Canon 9 Section 4 of the Diocese of Georgia that “Each Parish is required to maintain appropriate accounting books and records to properly account for all the financial activities of the entity …” and Canon 10 regarding Special Offerings.

ARTICLE VII – Board of Directors (Vestry)

Section 1:  Authority and Duties of the Vestry  

The business and financial affairs of the Parish shall be managed by the Vestry.  

In accordance with Title I, Canon 14 of the Canons of ECUSA, the Vestry shall be agents and legal representatives of the Parish in all matters concerning its corporate property and the relations of the Parish to its clergy, subject to the Canons and the authority of the Bishop.  The authority of the Vestry is subject to the canonical authority and responsibility of the Rector.  

Section 2:  Number  

The Vestry, composed of the Rector and no less than twelve communicants in good standing, shall be elected at the Annual Parish Meeting to staggered three-year terms.

Section 3:  Selection of Rector  

The Vestry shall elect and call the Rector provided they have obtained the consent of the Ecclesiastical authority of the Diocese.  No person shall be elected Rector who does not receive the affirmative vote of at least two-thirds of all the members of the Vestry.

Section 4:  Vestry Declaration   

Each person chosen Warden or Vestry member, before s/he acts as such, shall subscribe to the following declaration and promise.

“I do believe that the Holy Scriptures contain all Doctrine required as necessary for eternal salvation through faith in Jesus Christ; and I do yield my hearty assent and approbation to the doctrine, worship, and discipline of the Protestant Episcopal Church in the United States of America; and I promise that I will faithfully execute the office of Vestry Member (or Warden)  of St. Anne’s Episcopal Church of Tifton, Tift County, Georgia, according to my best knowledge and skill.”

Section 5:  Delegates  

When notified by the Diocese, the Vestry shall elect three delegates and three alternates to represent the Parish at the next Diocesan Convention.

Section 6:  Warden Vacancy  

Whenever the office of Warden becomes vacant for any reason other than the expiration of his/her term in office, a successor shall be selected for the unexpired term in the same manner as set forth in Article VI, Section 2 above.

Section 7:  Vestry Vacancy

Whenever the office of a Vestry member becomes vacant for any reason other than the expiration of his or her term, a successor shall be elected by the Vestry to complete the unexpired term.  The successor must meet all of the requirements for eligibility as described in Article VIII, Section 3.

ARTICLE VIII – Vestry Nominations

Section 1:  Nominations  

Nominations to fill the vestry vacancies shall be made and distributed to the members at least 30 days prior to the Annual Parish Meeting.

Section 2:  Nominating Committee  

The Rector, or Senior Warden in the Rector’s absence, with Advise and Consent of the vestry, shall appoint from communicants in good standing, a Nominating Committee and shall announce the members to the congregation.  The Nominating Committee shall consist of the Rector (or Senior Warden in the Rector’s absence) as an ex officio and non-voting member as well as vestry and non-vestry members in equal numbers – no less than two each.  This Nominating Committee shall name nominees for Vestry and present a slate of nominees 30 days before the Annual Parish Meeting.  If a member of the Nominating Committee is under consideration for nomination to the Vestry, that member shall be removed from the committee and a new member shall be appointed by the above stated procedures.

Section 3:  Eligibility

To be eligible for nomination to the Vestry, the nominee must: 

A. be a Communicant in good standing, as defined in Article IV,

B. be 18 or more years of age,

C. have agreed to serve

A profile of the nominee, giving his/her background relative to church involvement and interest, shall be distributed to the members at least 30 days prior to the Annual Parish Meeting. 

Section 4:  Additional Nominations  

Further nominations may be made from the floor by any eligible communicant if said nomination is in compliance with the requirements of good standing, agreement to service and presentations of profile.  To allow consistent assurance of compliance, the potential nominee’s name shall be submitted to the vestry two weeks in advance of the Annual Parish Meeting.

ARTICLE IX – Vestry Elections

Section 1:  Annual Meeting

Elections to fill the retiring terms on the Vestry shall be held each year at the Annual Parish Meeting.  

Section 2:  First Ballot

When the nominations have been closed, a ballot with the names of all nominees shall be distributed to each eligible voter present.  There shall be no vote by proxy. 

Each voter shall cast one ballot on which he/she shall vote for no more than four candidates.  

Section 3:  Majority

The nominees receiving the most votes shall be elected, except that no one candidate shall be elected unless he/she receives the vote of a majority of those present and entitled to vote.

Section 4:  Second Ballot 

a. If after the first ballot any of the four positions remain unfilled, a ballot containing the names of those nominees not elected shall be distributed to each voter, who then shall vote for no more than the number of vacancies remaining.

b. If on the first, or any following ballot, no nominee received a majority, then the nominee receiving the least votes shall be dropped from the next ballot.  This procedure then shall be followed until each of the Vestry vacancies is filled by majority vote.

Section 5:  Tie Ballot  

If two or more nominees are tied for a lesser number of positions, a ballot shall be held to break the tie.

ARTICLE X – Vestry Meetings

Section 1:  Regular Meetings 

The regular meetings of the Vestry shall be held each month on such date and at such time as shall be agreed upon by the Vestry.

Regular meetings of the Vestry may be omitted in any month upon majority vote of the Vestry.

Section 2:  Notice  

Notice of each monthly meeting shall be given to each Vestry member in writing, by phone, by email, or in person at least one week before the date of such meeting. The church congregation shall be notified of each meeting by a notice published in the church newsletter and posted on the church bulletin board(s) at least one week before the date of each meeting.

Section 3:  Special Meetings

The Rector shall have the power to call Vestry meetings, other than regular, at any time, given reasonable notice, specifying the business for which the meeting is called.  Should the Rector decline to call a meeting of the Vestry at the request of four Vestry members, the Wardens shall call the meeting, provided that the Rector shall have notice of the same.

If the Parish is without a Rector, the Senior Warden or any two members of the Vestry shall have power to call special Vestry meetings, subject to the above provisions.

The notice of special meetings shall state the time, place, and purpose(s) of such meeting; and no other business than that specified in such notice shall be considered at such meeting without the unanimous consent of all present. The notice of such meeting shall be given to all Vestry members in writing, by phone, by email, or in person.  

Section 4:  Conduct of Meeting

The Rector, in accordance with the Diocesan Constitution and Canons, shall preside at all meetings of the vestry. In his/her absence, the Senior Warden shall preside. If both are absent, the Junior Warden shall preside. In the absence of all three, the Vestry shall select one of its members to preside.

Section 5: Quorum

A quorum shall consist of 51% of the elected vestry members.  The act of the majority of the Vestry present at a meeting at which a quorum is present shall be the act of the Vestry.

Section 6:  Open Meeting

Vestry meetings shall be open to all parishioners. The Rector, however, with the approval of the Vestry, may close any meeting when the matter to be discussed is of a confidential and/or personnel nature.

Any parishioner may request an item to be placed on the Vestry agenda. However, requests may be denied if not made at least forty-eight hours prior to the meeting. Only Vestry members have the right of voice at the meeting. Public comments may be solicited. 

Section 7:  Rules

Business at Vestry meetings shall be conducted according to Roberts Rules of Order.

Section 8:  Removal

A member of the Vestry may be removed by a majority vote of the vestry for malfeasance or from lack of attendance defined as missing two consecutive meetings without explanation or 50% of meetings in any six month period without explanation.  

Section 9: Leave of Absence

Upon written application to the Vestry, for good and sufficient reason, leave of absence may be granted excusing the Vestry member from attending meetings of the Vestry for a specified length of time.

Section 10:  Records

The records of the vestry shall be made available to the members of the Parish upon request. The minutes of the meetings of the vestry shall be posted for a reasonable period of time on a bulletin board accessible to the Parish and on the parish web page. 

ARTICLE XI – Committees

The following committees of the Parish are hereby established.

Section 1: Executive Committee

The Executive Committee shall consist of the Rector, Senior Warden, the Junior Warden, the Clerk of the Vestry, and the Treasurer.  The Rector shall preside at the meetings of the Executive Committee and shall be entitled to cast the deciding vote in the case of a tie.  The purpose of the Executive Committee shall be as follows:

1.  
   1. To advise the Rector on any church or other related matters.
   2. To make any decisions which otherwise could be made by the Vestry as a whole, provided, however, that any such decision shall be made only when time does not allow such decision to be made at a regular or specially called meeting of the entire Vestry.
   3. To make financial decisions within the scope of the budget.
   4. To offer advice and consent regarding personnel decisions as brought to them by the Rector.
   5. Establish the agenda for the vestry meetings.

In the case of any advisory opinion from the Executive Committee, no meeting need be held in person, as the members of the Executive Committee may be polled by telephone or any other means.

In the event a decision of the Executive Committee is needed, a meeting shall be held and at least three of the four members of the Executive Committee shall be present.  Any decision of the Executive Committee shall be binding only if a majority of those members present vote affirmatively for the decision.

Section 2:  Standing Committees 

There shall be seven (7) standing committees of the Parish as follows:

A. Building and Grounds

Congregational Growth and Development and Parish Life

Christian Education

Finance

Pastoral Care and Outreach

Stewardship and Planned Giving

Worship (advisory to rector)

B. Chairperson:  The Rector, in consultation with the Vestry, shall appoint the chairperson of each committee whose term shall be for three years and one year off before being eligible for reappointment. Members of the Vestry may serve as committee chairs.

C. Meetings:  All standing committees shall meet to review the ministry in their charge and to conduct other business on a regular basis, but no less than quarterly.  Minutes of the committee meetings shall be kept and copies shall be available upon request to the Rector.

D. Membership:  Members of the Finance committee shall be appointed by the Rector with the advice and consent of the Vestry.  The members of all other committees shall be selected by the committee chairperson with the advice and consent of the Rector and Vestry.  All members of the Parish shall be eligible to serve on any committees.  The Parish Office and the Committee Chairperson shall maintain lists of committee members.

E. Quorum:  A quorum shall be a simple majority of the committee members present.

F. Term:  Committee membership terms shall be for one year, except for membership on the Finance Committee.  Members of the Finance Committee shall serve staggered three-year terms.  All committee members may serve successive terms.

G. A vestry member shall be appointed as liaison to each committee.

H. The Rector shall be ex officio member of all committees.

Section 3:  Temporary Committees  

Other committees may be established from time to time by the Vestry for such special purposes and needs as may arise.  These Ad Hoc committee should serve a single purpose and be considered temporary. They should not exceed one year in life.

ARTICLE XII – Amendments

Section 1:  Power to Amend

The power to alter, amend, or repeal any or all of these By-Laws or to adopt  a new code of By-Laws is reserved for the congregation. 

Section 2:  Procedure for Amendment

These Bylaws may be amended, supplemented or repealed only at an Annual or Special Meeting of the parish. A positive vote of Two-thirds of the members of the Parish present at that meeting is needed to approve any amendment or addition. Any proposed amendment or addition to these by laws must be submitted to the Vestry by any member of the parish eligible to vote at a parish meeting. Changes must be submitted at least one month prior to a parish or Vestry meeting and the Vestry must inform the congregation of the proposed amendment at least two weeks prior to the meeting when the amendment will be considered. If any amendment or addition is approved, it must be communicated to all the members of the parish in a timely manner.  

Changes will be voted on at the Annual Parish Meeting following submission to the Vestry.

Whenever a change in the canons of the Episcopal Church or the canons of the Diocese of Georgia affects these By-Laws, the Vestry shall, without any further approval, bring these By-Laws into conformity with the cannons and notify the parish in a timely manner.

ARTICLE XIII – Repeal of Prior By-laws

These By-Laws have been adopted this 28th day of January, 2007 by a two-thirds vote of the voting members present at the annual  parish meeting and supersede any by-laws in effect prior to this date.

Earl F. Denham

Senior Warden

Roy F. Rankin

Junior Warden