BY-LAWS OF
THE RECTOR, WARDENS AND VESTRY PERSONS OF ST. MARK’S EPISCOPAL CHURCH
BASKING RIDGE, NEW JERSEY
(REVISED 1996, 1997, 2009)
PREAMBLE
This Parish accedes to the Constitution, Canons, Doctrines, Discipline and form of Wor­ship of the Episcopal Church in the United States of America, and to the Constitution and Canons of the Diocese of New Jersey revised to June 1996, hereinafter collectively re­ferred to as the “Canons,” and acknowledges their authority.
SECTION I MEETINGS Annual Parish Meeting
An annual parish meeting shall be held on the parish premises or at some other place designated by the Vestry.
Seven parishioners qualified in accordance with the Canons (as described in Section 3. below) shall constitute a quorum at the meeting.
The annual parish meeting shall be held each year on any Sunday during January, fixed by the Vestry at its November meeting, at which shall be elected, by a majority vote, the Wardens and Vestry persons, as provided by these by-laws, and likewise Deputies and alternates to the Diocesan Convention and the Convocation. Each qualified pa­rishioner shall be entitled to one vote. A qualified voter is a communicant at least 18 years of age who has been a member at least six months and a regular attendant and supporter. Such other business as may properly come before the meeting may also be transacted.
Notice of the annual parish meeting shall be given in accordance with the then effec­tive laws of the State of New Jersey, presently as follows: A notice of the time and place of the annual meeting shall be given by advertisement set up in open view at the door of the church, ten days previous to such meeting, and shall be read by the Rector or officiating Minister on the two Sundays next preceding such meeting in time of public service.
5. The Rector shall preside with the right to one vote or, in the event of his absence or if no Rector be in the parish, the meeting shall choose one of the Wardens, if the former Warden or Vestry person or if none of the above be present, then some duly qualified oter to act as Chairman. The clerk of the Vestry shall enter the proceedings of the meeting in the minutes of the Vestry or, in the absence of the clerk some person ap­pointed by the Chair.
Roberts’ Rules of Order shall prevail at the meeting.
Special Meetings
1. Special meetings of the parish may be called by the Rector at any time, or by either Warden or by four members of the Vestry, the same notice being given hereinbefore provided for the annual meeting, but said notice shall specify the object for which the meeting is called and no vote shall be taken upon any question not specified in the no­tice.
2. Such special meetings shall be conducted in all respects in the same manner as the annual meeting, but the votes may be counted and declared forthwith upon any question excepting the election of Wardens or Vestry persons.
SECTION II ELECTION PROCEDURES
1. Not later than the regular June Vestry meeting in each year, a nominating committee shall be designated as follows:
(a) By the Rector – a Vestry person in the last year of his/her term.
(b) By the Senior warden – a qualified voter of his/her choice.
(c) By the Vestry – a qualified voter of their choice; not a member of the Vestry
The Committee shall meet together with the Wardens to discuss the requirements and then diligently canvass the parish for a full slate of eligible candidates for election at the next annual meeting and shall obtain the consent of their selection to serve. An­nouncement of their selection shall be made by publication in the November newsletter of the parish by listing the qualified candidates nominated, by office, in alphabetical or­der, with identification by name, address, telephone number and brief summary of special qualifications (years in parish, experience in other parishes, nature and extent of church work).
Vestry nominees shall be qualified parishioners. The nominee for Warden shall be a Vestry person having served at least two years at this parish.
The Committee shall prepare for presentation to the Vestry a list of qualified nominees to fill vacancies in the office of any Vestry person, should such office become vacant by death, resignation, disqualification, or otherwise.
Nominations may be made in writing by any 5 or more qualified voters not later than Monday in Christmas week on form of petition available in the narthex or on request. The petition shall include designation of the office, the nominee, and the identifying material indicated above and signatures of the nominators and the nominee. Nomina­tions by petition shall be read at the annual parish meeting following presentation of the slate by the nomination committee.
At the annual meeting nominations from the floor are not permitted.
SECTION III VESTRY
The vestry shall consist of two Wardens, each elected in alternate years until the sec­ond following annual meeting of the parish, and nine Vestry persons three elected annually to hold office until the third following annual meeting. Nominations and elec­tions made at the annual meeting to fill vacancies shall be to complete unexpired terms. The number of Vestry persons may be increased or decreased by amendment to the certification of incorporation in accordance with the Canons. No person elected to a full term as Warden or as Vestry person shall be eligible to re-election to either said office at the meeting at which his/her term expires.
The immediate past Warden may continue to attend Vestry meetings until the next an­nual meeting as a non-voting member. The purpose of continuing as “Warden Emeri­tus” shall be to provide transition and continuation of parish projects of interest.
Regular meetings of the Vestry shall be held monthly on the parish premises or any other suitable place. Special meetings may be called by the Rector at any time, or by one of the Wardens or three of the Vestry persons on three days’ notice.
To constitute a quorum of the Vestry, there must be present:
(A) The Rector, one of the Wardens and a majority of the Vestry persons, or
(B) The Rector, both Wardens and one less than a majority of the Vestry persons, or
(C) The Rector and two-thirds of the Vestry persons, or
(D)If the Rector is absent from the diocese, or is incapable of acting, and shall have been so absent or incapable for more than three calendar months, or if the meeting is called by the Rector and he is absent therefrom, or if the meeting is called by the Wardens or Vestry persons and the Rector is absent therefrom, one warden and a majority of the Vestry persons, or both Wardens and one less than a majority of the Vestry persons.
5. All actions approved by majority vote shall be effective. Vestry meetings shall be run in accordance with Roberts’ Rules of Order.
SECTION IV DUTIES OF WARDENS
It shall be the duty of the Wardens to ensure the provision of all things necessary for the due conduct of Worship, to ensure the collection of the offerings and to disburse the same in accordance with the Canons and at the direction of the Vestry.
During a vacancy in the rectorship they shall perform the duties imposed upon them by the Canons and shall provide for the temporary performance of the Rector’s duties until such time as a new Rector shall have been duly established. In case of the ab­sence or disability of either Warden or a vacancy in the office, the powers and duties of both Wardens shall devolve upon the remaining Warden.
One of the Wardens shall serve as a Deputy to the Diocesan Convention and report the proceedings of the Convention to the Vestry and the parish.
SECTION V DUTIES OF THE VESTRY PERSONS
Except as provided by the laws of the State or of the Diocese, the Vestry shall be the agents and legal representatives of the parish in all matters concerning its corporate property and the relations of the parish to its clergy.
The Vestry shall constitute the standing committee of the parish, serve as the policy making body of the parish and exercise all the powers thereof in accordance with the usage and discipline of the Episcopal Church and in compliance with the statutes of the State. It shall be the duty of the Vestry to manage all the canonical and legal affairs and to care for the property of the parish.
Subject to limitations by law and by the Canons for the Government of the Episcopal Church in America, the Rector, Wardens and Vestry persons of St. Mark’s Church in Basking Ridge, with the advice of counsel, may acquire, purchase, receive, hold, sell, transfer, assign or exchange real estate, stocks, bonds, lease-holds, and/or other things of value, for the benefit of the parish, and the Vestry shall manage the affairs of the parish, financial and otherwise, having the right and power to take any and all such ac­tions as may be necessary to acquire or dispose by sale or otherwise of any or all of the assets of the parish with full right and power to delegate, designate, and instruct the Rector (or in his absence, one of the Wardens) and the clerk.
SECTION VI OFFICERS
The Rector shall be the presiding officer at all meetings, unless he/she chooses to dele­gate this responsibility to one of the Wardens, or a Vestry person.
At the first regular meeting of the Vestry following the annual parish meeting, when there shall be a quorum, the Vestry shall elect a Clerk who shall be a member of the Vestry. The vestry shall also elect a Treasurer and two Assistant Treasurers, who may not necessarily be members of the Vestry.
The Clerk, Treasurer and Assistant Treasurers shall hold office for one year or until their successors are elected. The Vestry may also elect and remove such other officers and agents as they deem necessary.
The Clerk shall attend all sessions of the Vestry and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall have cus­tody of the seal. The Treasurer shall attend all sessions of the Vestry to report the fi­nancial condition of the parish.
The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the parish and shall deposit all monies and other valuable effects in the name and to the credit of the parish in such depositories as may be designated by the Vestry. The Assistant Treasurers shall assist in fulfilling these duties and shall perform these duties in the absence of the treasurer
The Treasurer/Assistant Treasurers shall disburse the funds of the parish as may be ordered by the Vestry, taking proper vouchers for such disbursements, and shall render to the Rector and Vestry persons at the regular meetings of the Vestry, and whenever they may require it, account of all his/her transactions as Treasurer/Assistant Treasur­ers and of the financial condition of the parish.
The Treasurer shall prepare with the aid of the auditors the financial report as provided for in Canon 16 to be submitted by the Rector to the Bishop.
The Treasurer shall have charge of all financial matters of the parish at the direction of the Vestry.
The Treasurer shall perform all such duties as are required by the Canons of the Dio­cese and the laws of the laws of the State of New Jersey.
All Treasurers and Assistant Treasurers shall be bonded.
SECTION VII COMMISSIONS
At the first meeting of the Vestry following the annual parish meeting, the Vestry shall appoint members of the following commissions: Christian education, worship, com­munications, finance, grounds, buildings, stewardship, fellowship, fundraising, out­reach, in-reach, as well as any other commissions deemed necessary or proper by the Vestry. The Vestry may choose to combine, or eliminate commissions as necessary.
Each Vestry person shall assume the leadership of one commission as a chairperson. Membership in each commission shall be open to communicants of the parish.
The Finance Commission shall consist of the Vestry chairperson for Finance, the Treasurer, the two Assistant Treasurers and other communicants of the parish who wish to serve.
Each commission shall serve in an advisory capacity to the Vestry. Vestry chairper­sons shall be responsible for convening meetings of the commissions as needed and re­porting the recommendations of the commission at the monthly Vestry meetings.
SECTION VIII VACANCIES
If the office of the Clerk, or Treasurer, becomes vacant by reason of death, resigna­tion, disqualification or otherwise, the remaining Vestry persons, although less than a quorum, by a majority vote, may elect a successor or successors, who shall hold office until the next annual election.
If the office of a Vestry person becomes vacant, the Rector shall direct the nominating committee to reconvene in order to assist the Vestry in selecting a new Vestry member who shall be appointed to office until the next annual parish meeting.
SECTION IX FINANCE
A. Checks
All checks or withdrawal slips must be signed by the Treasurers but, in the event that these officers are not available, the Rector or Finance chairperson from the Vestry may sign checks and withdrawal slips, provided he/she is so authorized by a resolution adopted by the Vestry.
All persons authorized to sign checks must be bonded
Checks in excess of $2,500.00 must have two authorized signatures.
All invoices shall be approved by the appropriate vestry chairperson or one of the wardens prior to disbursement of funds.
B. Discretionary Fund
The discretionary fund shall be in the name of the church.
This fund may not be used for operating fund expenses or for the personal ex­penses of the Rector.
This fond shall be audited by one of the Treasurers.
C. Petty Cash
An imprest system shall be maintained for the petty cash fond.
This fund shall be reconciled monthly.
D. Audit
Church financial records shall be audited annually either by a certified public ac­countant, an independent licensed accountant or by a committee of the Vestry.
A certified audit shall be performed once in every five years or one month before retirement of the Treasurer, or as soon as possible for other reasons.
The parish shall remit the annual audit report to the Bishop on the date stated by the diocese which is currently September 1 of the year following.
SECTION X AMENDMENTS
These by-laws shall be subject to amendment and revision in whole or in part by vote of an annual parish meeting or of a special meeting of the parish.
Posted notice for such meeting shall have attached the form of amendment or revision proposed for submission to such meeting, but the same shall not be required to be read by the Rector or officiating Minister under the provisions of Section I.