By-Laws of Saint Paul’s Episcopal Church,

Bound Brook, New Jersey

Preamble

Saint Paul’s Church is a parish of the Episcopal Church in the United States of America ("the Episcopal Church") in union with the Diocese of New Jersey of the Episcopal Church. As such it accedes to the Constitution and Canons of the Episcopal Church and to the Constitution and Canons of the Diocese of New Jersey, and promises conformity and obedience to the Doctrine, Discipline and Worship of the Episcopal Church. Any act in the name of Saint Paul’s Church to the contrary shall be void ab initio.

All temporalities and property, both real and personal, belonging to the corporation and all revenues therefrom, shall be administered in accordance with the Constitution and Canons of the Episcopal Church in the United States of America; the Constitution and Canons of the Diocese of New Jersey; and the laws of the State of New Jersey.

 

ARTICLE I

Annual Parish Meeting and Special Meetings of Saint Paul’s Church

Sec. 1. The Corporation. The parish has been duly incorporated in accordance with the provisions of N.J.S. 16:12-1 et seq., as "The Rector, Wardens and Vestrymen (sic) of Saint Paul’s Episcopal Church in Bound Brook, New Jersey." In all that follows, if there is no Rector, a Priest-in-charge appointed by the Bishop shall have the same authority and function as a Rector. The rector is a member and presiding officer of the corporation, but if there is no rector, the wardens and vestry members constitute the corporation, and one of the wardens shall be elected the presiding officer. A clerk, who shall be a member of the vestry, and a treasurer, who need not be a member of the vestry, shall be elected annually by the vestry.

Sec.2. Date. The Annual Parish Meeting for the election of officers ("Annual Meeting") of Saint Paul’s Church shall be held on the third Sunday in January.

Sec. 3. Notice. Notice of the time and place of such Annual Meeting shall be given by advertisement set up in open view at the door of the church at least 10 days prior to the meeting and shall also be read by the rector or other officiating minister on the 2 Sundays next preceding the meeting, in the time of public service.

Sec. 4. Presiding Officer. The rector shall preside at the Annual Meeting, with the right to vote, or if the rector is absent or if no rector is settled in the parish, the attendees shall choose one of the wardens, or if neither of the wardens is present, then one of the members of the vestry, or if no member of the vestry is present, then some duly qualified voter, to act as presiding officer. The clerk of the vestry, or in the absence of the clerk a person appointed by the presiding officer, shall enter the proceedings in the minute book of the vestry, and shall sign the same together with the presiding officer. The presiding officer shall be the judge of the qualification of the voters, shall receive the votes cast, and shall declare the result.

 

Sec. 5. Qualification of Voters. The persons entitled to vote at any meeting of the Parish, shall be:

(a) Baptized;

(b) At least 16 years of age;

(c) Of good moral character;

(d) Adherents of the Episcopal Church;

(e) Regular attendees at the services of the Parish, for six (6) calendar months before the meeting; and

(f) Regular contributors for 6 months to the current expenses of the Parish. The record maintained by the Treasurer of contributions showing dates of contributions, is sufficient evidence as to the qualification of a voter for section (f).

Sec. 6. Quorum. Twelve (12) qualified voters shall constitute a quorum at any meeting of the Parish. 

 

Sec. 7. Nominations. Before each Annual Meeting, at the November Vestry meeting, the Vestry shall appoint three persons to serve on a Nominating Committee for the following Annual Meeting. The rector or presiding minister and both wardens shall be ex officio members of the Nominating Committee. The Nominating Committee shall propose for election qualified nominees to fill the offices of members whose terms are expiring and any vacant offices in sufficient time prior to the Annual Meeting so as to permit the posting of their names at the time of the required notices of the Annual Meeting. Qualified persons may be nominated either prior to the Annual Meeting in writing, or at the Annual Meeting orally or in writing prior to the opening of the polls of an election.

Sec. 8. Voting. All elections shall be by ballot, and the polls shall remain open for 1 hour, and for such longer time as may be required to receive the ballots of the persons present and ready to vote. No votes may be cast by proxy, but absentee ballots are permitted. In case of failure to elect on the first ballot, one or more further ballots may be taken in the same manner.

 

Sec. 9. Special Parish Meetings. Special meetings of the parish may be called by the rector at any time, or if there be no rector, by the wardens, upon the same notice as provided in Section 3 of this Article. The 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. Special meetings shall be conducted in the same manner as the Annual Meeting, but the votes cast shall be counted and declared immediately upon any question other then the election of a warden or member of the vestry.

ARTICLE II

The Vestry

Sec. 1. Number, Qualifications and Terms. The parish shall have two wardens and nine vestry members (hereinafter collectively "the vestry") who will be elected by ballot from persons qualified to vote in parish elections. In addition to those qualifications listed under Article I, Section 5, no person shall be qualified for election as Warden or Deputy or Alternate Deputy to the Diocesan Convention unless he/she is also a confirmed communicant in good standing in the Episcopal Church. At each Parish meeting one warden shall be elected for a term of two years, three vestry members shall be elected each to serve for terms of three years, and three lay Deputies to the Diocesan Convention each to serve for one term of one year commencing with the Diocesan Convention held in the year following the meeting of election, and each shall continue to hold office until his/her successor is elected.

Sec. 2. Vacancies. Should a vacancy occur in the office of warden or member of the vestry caused by the death, resignation, removal, incapacity, or refusal or neglect for three consecutive months of any duly elected warden or vestry member, the vestry may, by majority vote, fill the vacancy by the election of a suitable person to serve until a successor is elected by the next Annual Meeting.

Sec. 3. Limitation on Terms. The term of office of a vestry member shall be three years, running from the date of the parish meeting. No person who has served two full consecutive terms is eligible for re-election as a vestry member for a period of one year after the conclusion of the second term. The term of office of warden shall be two years. No warden who has served three full consecutive terms as warden is eligible for re-election as warden for a period of one year after the conclusion of the third consecutive term. A warden is eligible for election as a vestry member immediately after leaving office as a warden. A vestry member is eligible for election as a warden immediately after leaving office as a vestry member. The vestry may, by a 2/3 majority, temporarily waive any of the above term limitations.

 

 

Article III

 

Meetings of the Vestry

Sec. 1. Meetings and Notices. Regular meetings of the vestry shall be held for the transaction of the usual matters of parish business, and special meetings may be held as necessary.  Vestry meetings are open to all members of the parish unless the vestry, by majority vote, decides to go into closed session.

Sec. 2. Special Meetings. Meetings of the vestry may be called on at least twenty-four hours notice by:

(a) The rector at any time;

(b) The wardens, if there is no rector or if the rector is absent from the diocese for three calendar months, or is incapable of acting, or if the rector has refused to call a meeting within one week of a request signed by a majority of the members of the vestry; or

(c) A majority of the members of the vestry, in case of the failure of the wardens to call such meeting within one week after the receipt of such request.

Sec. 3. Presiding Officer and Votes. The rector is the presiding officer at all meetings of the vestry. At each meeting of the vestry each member, including the rector, shall have one vote.

Sec. 4. Quorum. In order that any business may be transacted at a meeting of the vestry, there must be a quorum constituted as follows:

(a) The rector, one of the wardens and a majority of the vestry members; or

(b) The rector, both wardens and one less than a majority of the vestry members; or

(c) The rector and two-thirds of the vestry members; 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 or she is absent therefrom, or if the meeting is called by the wardens or vestry members and the rector is absent therefrom, both wardens and one less than a majority of the vestry members or one warden and a majority of the vestry members.

(e) Participation by Conference Telephone. Any member of the vestry or any committee of the vestry may participate in a meeting of the vestry or committee by means of a conference telephone or similar equipment that allows all persons participating in the meeting to hear each other at the same time if such equipment is available. Participation by such means shall constitute presence in person at such a meeting.

 

Sec. 5. In the Rector’s absence. If there is a rector called to or settled in the parish, no action shall be taken in the rector’s absence relating to or affecting the personal or exclusive rights of the rector, or the alienation of the capital or principal of any investments held by the corporation, or the sale of its real estate, or the encumbrance thereof, except as may be necessary for ordinary repairs.

 

ARTICLE IV

Clerk, Treasurer, and Assistant Treasurer

Sec. 1. Election of Clerk. At the first vestry meeting after each Annual Meeting, a clerk, who shall be a member of the vestry, shall be elected.

Sec. 2. Duties of Clerk. The Clerk of the vestry shall keep a record of the proceedings of the vestry, shall attest to the minutes thereof and all corporate acts, and shall sign, in the name of the corporation such contracts, certificates, letters, communications and other documents and instruments as he or she is directed by the vestry to do.

Sec. 3. Election of Treasurer. A treasurer, and if required, an assistant treasurer, shall be elected at the first vestry meeting after the Annual Meeting. Neither the treasurer nor assistant need be member of the vestry, but if not a member shall have voice but no vote at vestry meetings.

Sec. 4. Duties of Treasurer.

(a). General. The Treasurer shall be the custodian of all funds of the parish. The treasurer shall deposit these funds in the name of the parish in a bank, trust company, or other depository, which the vestry shall from time to time designate. Except as otherwise provided in these by-laws, the treasurer shall be one of the persons who shall sign checks and drafts in connection with both the receipt and payment of money, and on the order of the vestry shall sign or countersign promissory notes, legal instruments or other papers. The treasurer has full signatory authority over the current account. All other checks and drafts must be countersigned by one of the wardens. The treasurer shall be responsible for ensuring that funds held in trust, endowment and other permanent funds, and securities represented by physical evidence of ownership or indebtedness, are deposited with a National or State Bank, or a Diocesan Corporation, or with some other agency approved in writing by the Finance Committee, or the Department of Finance of the Diocese, under a deed of trust, agency or other depository agreement providing for at least two signatures on any order of withdrawal of such funds or securities. The two signatures shall be the treasurer or the Chair of the Finance Committee, and one of the wardens.

(b). Property and Liability Insurance. The treasurer shall keep the corporation's buildings and contents insured against fire and other customary hazards and shall take out public liability insurance on the corporation's premises and on its motor vehicles, if any, and shall secure and maintain such other kinds of insurance, including officer liability insurance and other insurance as from time to time may be reasonably required, all pursuant to the direction of, and in amounts fixed by, the vestry.

(c). Reports. At each meeting of the vestry, and at other times if requested, the treasurer shall present a written statement of all funds received and spent and such other data as may be deemed pertinent to show the then current financial condition of the corporation. At the end of each calendar year, the treasurer shall prepare an annual report and present the same at the next Annual Parish meeting.

Sec. 5. Assistant Treasurer. If an assistant treasurer has been elected he or she shall perform such duties, including those of treasurer, as may be assigned by the vestry, or by the treasurer with the vestry's approval. During the treasurer's absence or disability, the treasurer's full powers and duties shall devolve upon the assistant treasurer.

Sec. 6. Audit. All accounts of the Parish shall be audited annually by an independent Certified Public Accountant, or independent Licensed Public Accountant or such audit committee as shall be authorized by the Finance Committee, Department of Finance, or other appropriate diocesan authority. All reports of such an audit are to be filed with the Bishop of New Jersey in accordance with Canon Law.

 

ARTICLE V

Committees

Sec. 1. Standing and Special Committees. The vestry shall be responsible for establishing the following standing committees: Inreach & Outreach, Parish Life, Buildings & Grounds, and Finance. The rector may authorize other standing and special committees with the approval of the vestry and will be an ex-officio member of each.

 

Sec. 2. Finance Committee. The Finance Committee provides financial advice to the Treasurer and Vestry of St. Paul’s Church. Committee members are members in good standing of St. Paul’s Church, Bound Brook.  They are nominated by the Wardens and appointed by the Vestry of St. Paul’s Church.  Members serve for an indefinite period, with the approval of the Vestry.

 

ARTICLE VI

Vacancies in Vestry Appointments

Vacancies from any cause whatever in the office of treasurer, assistant treasurer or counsel, or in any membership appointment by the vestry to a committee, occurring during the term for which such election or appointment was originally made, may be filled by the vestry, by a majority vote, at any regular or special meeting thereof.

ARTICLE VII

Duties of Members of the Vestry and Officers of the Corporation

Sec. 1. Good Faith and Diligence. Members of the vestry and officers of the corporation shall discharge the duties of their respective positions in good faith and with the degree of diligence, care and skill that ordinarily prudent persons would exercise under similar circumstances in like positions.

Sec. 2. Reliance upon Financial Statements. In discharging their duties the members of the vestry and officers of the corporation, when acting in good faith, may rely upon financial statements of the corporation represented to them to be correct by the treasurer or other officer of the corporation having charge of its books of accounts, or stated in a written report by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of the corporation.

ARTICLE VIII

Finance and Budget

Sec. 1. Budget Committee. The Budget Committee shall consist, as a minimum, of the Treasurer and one warden.  They shall prepare and submit to the vestry an itemized statement of the anticipated expenditures and revenues of the Parish for the following year. The vestry may revise this statement and then adopt it in revised or unrevised form as the budget of the parish for the following year. The budget can be revised by the vestry at any time thereafter by a majority vote.

Sec. 2. Real Property. No parish-owned real property shall be sold or encumbered without the prior written consent of the Bishop and Standing Committee of the Diocese of New Jersey. The parish shall not enter into a lease of parish-owned real property without the prior written consent of the Bishop and Standing Committee if the term of such lease exceeds one (1) year in duration, or if the lease obligates the parish to extend or renew the tenancy beyond one year. No parish-owned real property shall be leased for residential purposes without the prior written consent of the Bishop and Standing Committee, regardless of the extent of such use and the duration of such lease, except that no such consent shall be required for the occupancy of parish-owned property by clergy or lay employee(s) of the parish.

 

Sec. 3. Investments. Subject to the limitations and conditions contained in any gift, devise or bequest, the vestry may invest the funds of the corporation in such securities, investments, or other property, real or personal, as to it shall seem advisable, without being restricted to those classes of securities that are lawful for the investment of trust funds under the laws of the state of New Jersey.

 

Sec.4. Pledge to the Budget of the Diocese. The parish shall make an annual financial pledge to the unified budget of the Diocese of New Jersey. The parish's written pledge, made in accordance with the approved system of diocesan giving, shall be filed with the Finance Office of the Diocese of New Jersey by December 31 of each year.

 

Sec. 5. Corporate Instruments. All deeds, contracts and other instruments of the corporation shall be executed under and by direction of the vestry.

 

Sec. 6. Financial Obligations. No obligations or bills shall be contracted for the corporation, nor commitments of any kind made or entered into on its behalf, nor disbursements made, involving a liability or expenditure exceeding $250.00, by anyone purporting to represent the corporation in an official capacity or otherwise, except as specifically directed or approved by the vestry in advance, or as specifically provided for in a budget duly adopted by the vestry and currently in effect. In case of emergency and if it is impossible or inexpedient to call a meeting of the vestry, a commitment may be entered into, or an indebtedness may be incurred, or a payment may be made, even though not so authorized, for an amount not to exceed $2,500.00 upon the approval of the treasurer, or if the treasurer be incapacitated or absent, of the assistant treasurer if there be one, and by the two wardens, or if one of the wardens be incapacitated or absent, then of the other warden and one of the vestry members, or if both wardens be incapacitated or absent, then of any two vestry members. A report of any such transaction shall be made at the next vestry meeting.

ARTICLE IX

Amendments and New By-Laws

Sec. 1. All By-Laws made by the Corporation shall be consistent with the laws of the United States, the State of New Jersey, and with both the Constitution and Canons of the Episcopal Church in the United States of America, and those of the Diocese of New Jersey.

Sec. 2. These By-Laws may be adopted, altered or amended by a majority vote of the whole vestry at two successive regularly scheduled monthly vestry meetings provided that a copy of the proposed By-Law, alteration or amendment shall have been included in the notice of the first meeting at which it is voted upon, and provided further that the secretary posts the original and proposed amendment or alteration in the narthex and causes an announcement of the postings to be published in the Sunday bulletin at least one week after its first passage and at least two weeks prior to its second passage by the vestry.

END  OF  BYLAWS

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Appendix for general information.  From “Constitution and Canons of the Diocese”

CANON 49

Election of Church Officers

SECTION 1. There shall be an annual meeting in every Parish for the election of officers, prayers having been said immediately before said meeting, and due notice having been given as required by law. Said meeting shall be held on a date which may be fixed at a regular or special meeting of the Congregation.

SECTION 2. The voters shall be baptized, at least sixteen (16) years of age, domiciled in the Parish or adjacent thereto, of good moral character, adhering to this Church and to no other religious body, regular attendants at the services of the Church in said Parish, meaning thereby those who are more frequently present than absent unless for a good cause prevented and regular contributors to the current expenses of the Parish for six months next before the said annual meeting in the manner prescribed by the Vestry of said Parish. Any voters not baptized or confirmed in the Parish must have been enrolled as members of the Parish in accordance with the provisions of the Canons, or must be baptized persons who have been received on their written request to the Rector or to one of the Wardens if there be no Rector; and said Rector or Wardens shall keep a list of all who have been received as voters, which list shall be open to inspection by the members of the Parish. No one shall be permitted to vote or be eligible to office in more than one Parish in this Diocese.

SECTION 3. At said annual meeting the qualified voters shall elect by ballot, by a majority of the votes cast, to serve for the ensuing year, from among the voters in the Parish, three Deputies and three alternate Deputies to the Diocesan Convention, and a Warden or Wardens, who shall all be communicants in good standing; and also such other Members of the Vestry and other officers as may be provided for by the Charter of the Parish, who shall be communicants if such suitable for the office can be found.

SECTION 4. For the purposes of this Canon, the term "Communicant" shall be as defined by the Constitution and Canons of the Episcopal Church.

SECTION 5. No provision of this Canon which may conflict with Charter of any Parish shall have any force in such Parish.

See also: Canon 30, Section 3 — Election of Representatives to Convocation; Revised Statutes of New Jersey, Section 16:12-10 and 12-11

CANON 50