THE RECTOR, WARDENS AND VESTRY OF
PRINCE OF PEACE EPISCOPAL CHURCH,
Woodland Hills, California,
A non-profit religious corporation
PREAMBLE
Prince of Peace Episcopal Church of Woodland Hills was originally organized as a mission, an unincorporated, non-self-supporting, integral subordinate unit of the Protestant Episcopal Church in the United States of America (referred to in these Bylaws as “the Church”). It subsequently became a self-supporting parish, and has been incorporated as a non-profit religious corporation under the laws of the State of California, affording the temporal rights and privileges and imposing upon it the duties and obligations of an independent corporation.
Pursuant to the laws of the State of California and the Canons of the Church and the Diocese of Los Angeles, the following Articles are adopted as the Bylaws of this Corporation. All Bylaws previously adopted by this Corporation shall be superceded upon the effective date of these Bylaws.
ARTICLE 1
NAME AND LOCATION
The name of this corporation as stated in its Articles of Incorporation is:
The Rector, Wardens and Vestry of Prince of Peace Episcopal Church, Woodland Hills, California,
and it is referred to in these Bylaws as the “Parish”. The principal office of this corporation for the transaction of business is located in the City of Los Angeles, County of Los Angeles, State of California at 5700 Rudnick Avenue, Woodland Hills, California 91367. The buildings and grounds thereat are referred to in these Bylaws as the “Parish Church”.
ARTICLE 2
GOVERNANCE
The Constitutions, Canons, Rules, Regulations and Discipline of the Church and those of the Diocese of Los Angeles shall, unless contrary to the laws of this state, govern this Parish, and shall take precedence over any resolutions, Bylaws, or other enactments by this Parish in conflict therewith. In the matter of purely temporal and secular matters, as distinct from matters partly or wholly ecclesiastical, this Parish shall be subject to and governed by the laws of the state of California and of the United States of America.
ARTICLE 3
MEMBERSHIP
3.1 Members. The members of this Parish entitled to vote at meetings thereof are those persons who meet the qualifications set forth in the Diocesan Canons. Those Canons require that a person shall have attained eighteen (18) years of age and for at least the preceding sixty (60) days shall have been:
a) a regular attendant of corporate worship in the Parish; or,
b) a pledging member or regular contributor to the support of the Parish; or,
c) a baptized, confirmed communicant recorded in the Register of the Parish.
3.2 Ecclesiastical Censure. Ecclesiastical censure pronounced according to the discipline of the Church against any member of this Parish shall automatically terminate membership in this Parish. If such censure shall be removed, the censured person may be restored to Parish membership upon compliance with any conditions that may be attached to both the removal of censure and the terms of admission required of new members.
ARTICLE 4
MEETINGS OF MEMBERS
4.1 Annual Meetings. During the first sixty (60) days of each year there shall be a meeting of the members of the Parish. The date and time of the annual meeting shall be fixed by the Vestry not less than forty-five (45) days in advance thereof. At each annual meeting sufficient members shall be elected to the Vestry to fill the vacant positions, and each Parish organization shall present or make available in writing at or before the meeting reports of its activities and programs during the year and its financial condition. Other matters may be considered at the instance of the Rector or upon motion, duly seconded and carried.
4.2 Special Meetings. A special meeting of the members may be called at any time by the Rector, the Vestry, or by written petition signed by twenty-five (25) members.
4.3 Notice. Written notice of annual meetings shall be given to the members at least four (4) weeks in advance thereof and publicized at each regularly scheduled service on the Sunday preceding the day upon which an annual meeting is to be held. Notice of special meetings shall be given in like manner, but if the special meeting is to be held at the Parish Church, the time may be shortened to two (2) weeks. The notice of a special meeting shall state the purpose of the meeting and set forth an agenda of business to be considered. Only business set forth on the agenda may be considered at a special meeting.
4.4 Place of Meetings. Annual meetings of members shall be held at the Parish Church or at any other place designated by the Vestry. Special meetings of members shall be held at the Parish Church or at such place as shall be designated by whom the special meeting is called.
4.5 Quorum. A quorum at any meeting of the members shall consist of 10% of parish membership as defined by Parish rolls as of the preceding year’s Parochial Report. No member may attend or vote by proxy.
4.6 Adjourned Meetings and Notice Thereof. Any meeting of members, annual or special, whether or not a quorum is present, may be adjourned to another date by a vote of a majority of members present. In the absence of a quorum, no other business may be transacted at such meeting.
4.7 Voting. Every member present shall be entitled to one vote, and there shall be no voting by proxy or absentee ballot. Except as provided in Article 5.6, below, voting may be by voice or ballot, and action taken by vote of a majority of the members present shall constitute the action of the members.
4.8 Procedure at Meetings. All meetings shall be conducted in an orderly and fair manner guided by Roberts Rules of Order, and minutes shall be taken.
ARTICLE 5
BOARD OF DIRECTORS (VESTRY)
The Board of Directors of the Parish shall be known as the Vestry. The Vestry shall manage the temporal affairs of the Parish and shall elect its delegates to Diocesan Convention.
5.1 Number and Qualifications. The Vestry shall be comprised of the Rector and nine (9) to thirteen (13) members of the Parish qualified to vote at meetings thereof. One (1) year shall elapse before an elected member of the Vestry completing a full term or an appointed member who has served two (2) years or more shall be eligible for election to a new term. At the Vestry’s discretion, a member may be appointed to a single one (1) year term without the elapsed year being required.
5.2 Terms of Elected Members. Each elected member of the Vestry shall serve a term of three (3) years commencing the day following the annual meeting at which the member was elected. The terms shall be staggered so that approximately one-third (1/3) of the Vestry shall be elected each year.
5.3 Nominating Committee. At least sixty (60) days before the annual meeting of members a Nominating committee shall be formed. The Nominating committee shall consist of the Rector, the elected members of the Vestry whose terms are expiring, and two members of the Parish not on the Vestry who shall be appointed by those members of the Vestry whose terms are not expiring. The Nominating Committee shall survey the members of the Parish, select, and place in nomination at the annual meeting of members persons that the committee considers qualified to serve on the Vestry. The Nominating Committee shall notify the Clerk of its nominations at least forty-five (45) days before the annual meeting, and the Clerk shall include the nominations in the notice of the annual meeting.
5.4 Nomination by Petition. Any member of the Parish may circulate a petition for a nomination to the Vestry. A person designated on such a petition signed by at least twenty-five (25) members entitled to vote at the annual meeting shall be deemed nominated for election to the Vestry, and the Clerk shall include such nominee in the notice of the annual meeting. A member may sign more than one such petition.
5.5 Nomination from Floor. Qualified members may be nominated from the floor at the annual meeting and upon such nomination being seconded, the nominee shall become a candidate for election.
5.6 Election. Voting shall be by ballot. Each member present shall have one vote for each open full term position on the Vestry but may not cumulate votes. The nominees receiving the highest number of votes cast shall be elected. On the Sunday following the annual meeting the results of the election shall be announced at each regularly scheduled service.
5.7 Declaration of Vacancy. The Vestry may declare the position of a Vestry member, other than the Rector or the Senior Warden, vacant in any of the following cases:
(a) If the member shall die;
(b) If the member shall resign;
(c) If the member shall be declared of unsound mind by order of court:;
(d) If the member shall be convicted of a felony;
(e) If a guardian or conservator is appointed for the person or estate of the member;
(f) If within thirty (30) days after being elected or appointed the member does not accept the office either in writing or by attending a meeting of the Vestry; or
(g) If the member shall be absent from three (3) successive regular meetings and a majority of the entire Vestry vote to declare the member’s office Vacant.
5.8 Filling vacancies. The Vestry shall appoint a qualified member of the Parish to fill a vacant position. At the next annual meeting of the Parish the appointee shall be subject to confirmation by vote of the members. If confirmed by majority vote, the appointee shall serve the balance of the vacant term. If an appointee shall not be so confirmed, the position shall be deemed vacant and be filled by appointment of another person.
5.9 Vestry Meetings. Regular meetings shall be held at a day, time and place established by the current Vestry. The meeting shall be announced at each regularly scheduled service on the preceding Sunday, and any member may attend. The Vestry in its discretion may consider but shall not take any action on matters in executive session.
5.10 Special Meetings. Special meetings may be called at any time by the Rector or any two Vestry members and may be held at the Parish Church or other place convenient to the Vestry. Notice of the time and place of the meeting and the matters to be considered thereat shall be given to all Vestry members and officers at least five (5) days prior thereto. Action may be taken at such meeting only as to those matters set forth in the notice thereof.
5.11 Written Consent. Any meeting of the Vestry shall be deemed regular and valid, whenever or wherever held, if the written consent thereto of all members of the Vestry, given either before or after the meeting, shall be filed with the Clerk.
5.12 Quorum. A majority of the Vestry shall constitute a quorum, but no meeting shall be valid unless the Rector or one of the Wardens shall be present. Except as provided in Article 5.7(g), above, and Articles 6.7, 6.8 and 7.2, below, the affirmative vote of a majority shall be the act of the Vestry.
5.13 Minutes. Minutes shall be taken at all meetings of the Vestry.
ARTICLE 6
OFFICERS
6.1 Rector. The Rector of the Parish as Chief Executive Officer of this corporation shall have direction and control of its business, officers and employees, subject to such control as the Vestry may have under California law. The Rector shall control the use of the Parish buildings and grounds, preside and have the right to vote at meetings of members and of the Vestry, be ex officio a member of all standing or regular committees of the Parish, and shall select Assistant Ministers who shall serve at the pleasure of the Rector. The Vestry shall not infringe upon those or any of the other ecclesiastical rights, privileges or prerogatives of the Rector.
6.2 Senior Warden. The Senior Warden must be a member of the Vestry and shall be appointed by the Rector. The Senior Warden shall be first Vice President of the corporation and be responsible for the parish in the absence of the Rector.
6.3 Junior Warden. The Junior Warden must be a member of the Vestry and shall be elected by the Vestry. The Junior Warden shall be second Vice President of the corporation and be shall be responsible for the Parish in the absence of both the Rector and Senior Warden.
6.4 Clerk. The Clerk shall be elected by the Vestry, but need not be a member thereof. The Clerk shall be the Secretary of the corporation and as such shall give all required notices of, and shall take minutes at, all meetings of the members and Vestry. The Clerk shall also serve as liaison between the Parish and the Secretary of Convention of the Diocese.
6.5. Treasurer. The Treasurer shall be elected by the Vestry, but need not be a member thereof. The Treasurer shall: be the Chief Financial Officer of the corporation, keep and maintain adequate and correct accounts of the properties and business transactions of the Parish, including pledges and other assets, liabilities, receipts, and disbursements, shall deposit all monies and other valuables in the name and to the credit of the Parish with such depository as the Vestry shall designate, shall disburse the funds of the corporation as may be ordered by the Vestry, and shall render to the Rector and Vestry whenever requested an account of all transactions as Treasurer and of the financial condition of the Parish. The foregoing provisions shall apply only to Parish assets, and terms of restricted gifts may be followed. Nor shall these provisions apply to the canonical discretionary fund of the Rector, as to which the disclosure of the beneficiaries or the purposes for which the fund is used might prevent the carrying out of needed charitable acts.
6.6 Committees. The Vestry shall establish a Finance Committee and may appoint such other Committees as may from time to time be necessary, to serve at its pleasure. The Vestry may delegate to committees such of its powers and duties as it deems appropriate, but shall remain responsible for the temporal affairs of the Parish.
6.7 Removal and Resignation. Any officer, except the Rector and the Senior Warden, may be removed from office by vote of a majority of the entire Vestry at the time in office. Any officer may resign without the consent of the vestry. The resignation shall take effect on the date it is received or at a later date specified therein.
6.8 Vacancies. Should the office of Rector become vacant, it may be filled only as provided in the Canons of the Church and the Diocese of Los Angeles. Should any other office except that of Senior Warden become vacant, it shall be filled by the Vestry.
ARTICLE 7
CONTRACTS AND SALES
7.1 Execution of contracts. Subject to the restrictions set forth in Articles 7.2 and 7.3, below, the Rector, Senior and Junior Wardens, Treasurer and Secretary shall have authority to execute contracts and incur indebtedness for the Parish.
7.2 Sales and indebtedness. Purchases and procurement shall conform to the rules therefor established by the Vestry. No Parish funds shall be expended, nor shall any indebtedness be incurred on open accounts, for goods or services not budgeted and approved by the Vestry, and no Parish property having a value exceeding $1,000.00 shall be sold or encumbered unless:
(a) A resolution to make the purchase or sale or to incur the indebtedness shall be adopted by a vote of a majority of the entire Vestry;
(b) Such resolution must state the specific terms and amount of, and purpose for incurring, any indebtedness or the specific terms of any sale or encumbrance; and,
(c) Such resolution shall be fully set forth in the minutes together with the names of the Vestry members who vote in favor thereof.
7.3 Real property. All real and personal property held by or for the benefit of this Parish is in trust for the Church and the Diocese of Los Angeles. The existence of this trust, however, shall in no way limit the power and authority of the Parish otherwise existing over such property so long as the Parish remains a part of, and subject to, the Church and its Constitution and Canons. No real property of the Parish shall be encumbered or alienated in whole or in part without the written consent of the Bishop and the Standing Committee of the Diocese being first obtained.
ARTICLE 8
PARISH RECORDS AND REPORTS
8.1 Records. The Parish shall maintain adequate and correct records of its accounts, books, business, properties and membership, which shall be kept at the Parish Church, and proper provision shall be made for their safe keeping. Parish records shall be open to inspection by the Vestry and members of the Parish at all reasonable times.
8.2 Certification and Inspection of Bylaws. The originals or certified copies of the Articles of Incorporation of the Parish, these Bylaws including the Constitution and Cannons incorporated by reference, and any amendments thereto shall be kept at the Parish Church and shall be open to inspection by the Vestry and members of the Parish at all reasonable times.
ARTICLE 9
AMENDMENT
These Bylaws may be amended at any regular or special meeting of the Parish by vote of a majority of the members present, provided that the text of any proposed amendments to be presented at a meeting shall have been set forth in or accompanied the notice of the meeting.
CERTIFICATION OF ADOPTION
I, the undersigned, being the Secretary of this corporation do hereby certify that the forgoing are the Revised Bylaws of the Parish and that they were regularly adopted by majority vote at a meeting of the members of the Parish, regularly called and held for that purpose on the ____ day of ________, 2001.
Executed this ____day of __________, 2001.
______________________________
(name), Secretary