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St. Alban's Episcopal Church
Article I. Name, Office, Affiliation, and Authority
Section 1. Name
Section 2. Principal Office
Section 3. Affiliation
Section 4. The Rector
Section 5. Property
Article II. Members
Section 1. Eligibility
Section 2. Categories of Membership
Section 3. Parish Register
Article III. Parish
Section 1. The Annual Meeting
Section 2. Notice of the Annual Meeting and Candidates
Section 3. Conduct of the Annual Meeting
Section 4. Voting at the Annual Meeting
Section 5. Special Parish Meetings
Article IV. The Vestry
Section 1. Authority and Compensation of the Vestry
Section 2. Number of Vestry Members
Section 3. Eligibility
Section 4. Nominating Process
Section 5. Election of Vestry Members
Section 6. Terms of Office
Section 7. Vacancies
Article V. Officers
Section 1. Election of Officers
Section 2. Terms of Office
Section 3. Senior Warden
Section 4. Junior Warden
Section 5. Treasurer
Section 6. Clerk
Article VI. Meetings
of the Vestry
Section 1. Regular Meetings
Section 2. Special Meetings
Section 3. Conduct of the Meetings
Section 4. Quorum and Decisions
Section 5. Attendance
Article VII. Miscellaneous
Section 1. Construction
Section 2. Execution of Contracts
Section 3. Indemnification
Article VIII. Amendments
Section 1. Amending the Bylaws
Article I. Name, Office, Affiliation and Authority
Section 1. Name. The
name of this parish is St. Alban's Episcopal Church.
Section 2. Principal
Office. The principal office of St. Alban's Episcopal Church is
located at 1675 Chester Avenue, Arcata, California.
Section 3. Affiliation.
St. Alban's Episcopal Church is affiliated with the Episcopal
Church in the Diocese of Northern California (Diocese) and The
Episcopal Church (TEC) in the United States. St. Alban's recognizes
the authority of the both the Diocese and TEC and will conform
its conduct to the constitution and canons of the Diocese and
TEC. Any action taken or bylaw adopted by this Parish is void
to the extent that it is inconsistent with or in violation of
the Constitution and Canons of either the Diocese or TEC.
Section 4. The Rector.
The Rector, subject to the Bishop of the Diocese, has ultimate
responsibility for all things affecting the spiritual interests
of the Parish. The responsibilities and authority of the Rector
are more fully described in the Letter of Agreement between the
Rector and the Senior Warden on behalf of the parish, and the
Rector's job description.
Section 5. Property.
The property of St. Alban's Episcopal Church is irrevocably dedicated
to religious, charitable and educational purposes and no part
of the net income or assets of the church shall ever inure to
the benefit of any private persons.
A. All real and personal property held by or for the benefit of
this Parish is irrevocably held in trust for TEC, the Diocese,
and this Parish.
B. St. Alban's Episcopal Church shall not encumber or alienate
the real property located at 1675 Chester Avenue, Arcata, California
or any other real property they are authorized by Civil or Canon
law to hold, manage, or administer or any part thereof without
the written consent of the Bishop and the Standing Committee of
the Diocese, except under such regulations as may be prescribed
by Canon of the Diocese.
C. Upon the dissolution of the church, its assets remaining after
payment of all debts and liabilities shall be distributed to a
non-profit fund, foundation, or corporation which is organized
and operated exclusively for religious, charitable, and educational
Article II. Members
Section 1. Eligibility.
All baptized Christians are eligible for membership in St. Alban's
Section 2. Categories
of Membership. A member of St. Alban's Episcopal Church is a person
who has received Holy Baptism either in the Episcopal Church or
another Christian Church, and who has been enrolled in the Parish
Register. Enrollment may occur through baptism, confirmation or
reception at St. Alban's, or transfer of membership from another
Episcopal Church to St. Alban's. The following definitions apply
A. Communicant. A person who has received Holy Communion in St.
Alban's Episcopal Church at least three times during the preceding
B. Communicant in Good Standing. A Communicant in Good Standing
is a Communicant of St. Alban's Episcopal Church who is faithful
in corporate worship, unless for good cause prevented, contributes
financially to the Church, and takes an active part in the life
C. Adult Communicant in Good Standing. A Communicant in Good Standing
at least sixteen (16) years of age or older.
Section 3. Parish Register.
The Rector or Vicar, or if the office of Rector or Vicar is vacant,
the Senior Warden, shall keep and preserve the Parish Register.
Upon vacating the Cure, the Rector or Vicar shall deposit the
Parish Register with the Senior Warden of the Parish.
Article III. Parish Meetings
Section 1. The Annual
Meeting. The members of the church shall come together each year
at an Annual Meeting which will take place between the first of
January and the end of February, at a day and hour set by the
Vestry not later than the last Monday in the preceding.
Section 2. Notice of
the Annual Meeting and Candidates. Notice of the Annual Meeting
will be given by the Rector or in the absence of the Rector by
the Senior Warden, during all services held on the two Sundays
preceding the Annual Meeting. Notice of the Annual Meeting shall
include the names of all Vestry members standing for election,
and all other matters to be voted on by the Members.
Section 3. Conduct
of the Annual Meeting. The purpose of the Annual Meeting shall
be for the election of members of the Vestry, the election of
lay delegates and alternate delegates to Diocesan Convention,
for the reception of reports, and the transaction of such other
business as may legally and canonically come before the Meeting.
A. The Rector or Vicar, or Senior Warden in the absence of the
Rector or Vicar, shall preside at the Annual Meeting.
B. The Clerk of the Parish shall record the proceedings of the
Annual Meeting. In the absence of the Clerk, the voters will elect
a clerk to record the Annual Meeting.
C. The Vestry will make a full, written report of the temporal
condition of the parish at the Annual Meeting.
D. The Treasurer shall present a full and accurate statement of
all monies received and paid during the year preceding.
Section 4. Voting at
the Annual Meeting. All Adult Communicants in Good Standing present
at the Annual Meeting may vote, with the exception that persons
under the age of eighteen (18) may not vote on financial issues
or matters pertaining to contracts. No one may vote by absentee
or proxy ballot. A quorum consists of all Communicants in Good
Standing present at the meeting.
A. The polls shall be kept open for at least one (1) hour for
the completion of written ballots.
B. The ballots shall be received and tallied by three tellers,
one appointed by the Rector or Vicar, one by the members of the
Vestry present, and the third selected by these two. The tellers
shall notify the presiding offer of the results of the election.
Section 5. Special
Parish Meetings. A Special Parish Meeting may be called at any
time by the Rector or Vicar with the consent of the Vestry, or
if the office of Rector or Vicar is vacant, by the Vestry.
A. Written notice of Special Parish Meeting shall set forth the
date, time, and place of the special meeting and shall set forth
the business which it is proposed to transact at such meeting.
The written notice shall be read aloud by the Rector or in the
absence of the Rector by the Senior Warden, during all services
held on the two Sundays preceding the Special Parish Meeting.
B. No business may be transacted at a Special Parish Meeting except
that included in the notice.
Article IV. The Vestry
Section 1. Authority
and Compensation of the Vestry. The Vestry of the parish shall
constitute the Board of Directors. The Vestry is empowered and
authorized to manage the affairs and conduct the business of the
parish. No member of the Vestry, except the Rector or Vicar, shall
receive any salary or compensation for his or her service.
Section 2. Number of
Vestry Members. The Vestry shall consist of nine (9) elected members
plus the Rector or Vicar who is an ex officio voting member.
Section 3. Eligibility.
All Vestry members, except the Rector or Vicar, shall be lay persons,
members of St. Alban's Episcopal Church, and Communicants in Good
Standing as defined in Article II, Section 2B of these Bylaws,
over the age of eighteen (18) and not employees of St. Alban's
Section 4. Nominating
Process. Candidates for the Vestry may be nominated by the Rector
or Vicar, or the Vestry, or other members of the congregation.
The names of all nominees shall be given to the Rector at least
two Sundays before the Annual Meeting so that their names may
be included in the notice of the Annual Meeting as described in
Article III, Section 2, of these Bylaws.
Section 5. Election
of Vestry Members. Vestry members shall be elected by written,
secret ballot at the Annual Parish Meeting.
Section 6. Terms of
Office. All Vestry members shall be elected for three (3) year
terms, except for a member elected to fill the balance of a vacant
unexpired term. Vestry members may serve no more than one (1)
term, whether full or partial, without the lapse of an intervening
Section 7. Vacancies.
A vacancy in the Vestry, due to death or resignation or other
reason, may be filled by vote of the remaining Vestry members.
The new Vestry member will serve only until the next Annual Meeting.
At the next Annual Meeting if there is time remaining in the vacated
term, an election will be held to fill the balance of the term.
Anyone may run at the Annual Meeting for the balance of the term
of the vacated Vestry seat. Anyone who fills a partial term cannot
run for a consecutive full term without the lapse of an intervening
Article V. Officers
Section 1. Officers.
At the first meeting of the Vestry following the Annual Parish
Meeting, the Rector or Vicar shall appoint one member of the Vestry
the Senior Warden. In the absence of a Rector or Vicar, the Vestry
shall elect one of the members of the Vestry to be the Senior
Warden. At the same meeting the Vestry will elect a member of
the Vestry to be the Junior Warden. The Vestry will also elect
a Clerk and a Treasurer who may or may not be members of the Vestry,
but must be members of St. Alban's Episcopal Church, and Communicants
in Good Standing as defined in Article II, Section 2B of these
Bylaws, over the age of eighteen (18) and not employees of St.
Alban's Episcopal Church.
Section 2. Terms of
Office. Each Officer shall serve for a period of one  year
until the Annual Parish Meeting.
Section 3. Senior Warden.
The Senior Warden is the senior lay officer of the church and
shall serve as advisor to the Rector and perform such duties as
are assigned by the Vestry. The Senior Warden shall see that all
things needed for the orderly worship of God and for the proper
administration of the sacraments are provided at the expense of
the Parish and shall discharge such other duties as may devolve
upon him or her by the Canons of the Diocese of Northern California
or the Episcopal Church.
Section 4. Junior Warden.
The Junior Warden shall supervise the care, protection and maintenance
of the Church and other buildings of the Parish, to see that they
are kept in decent repair and used in a manner consistent with
policies of St. Alban's Episcopal Church, and shall discharge
such other duties as may devolve upon him or her by the Canons
of the Diocese of Northern California or the Episcopal Church.
Section 5. Treasurer.
The Treasurer shall keep all books of accounts so to provide the
basis for a satisfactory accounting. He or she shall present to
the Parish at the Annual Meeting an accurate statement of all
monies received and paid during the preceding year. The Treasurer
shall cause all accounts to be audited annually at the close of
the year. The Treasurer shall perform such other duties as may
be prescribed in these Bylaws.
Section 6. Clerk. The
Clerk shall be the Clerk to the Vestry and to St. Alban's Episcopal
Church. He or she shall make a record of each meeting of the Vestry
and of the Annual Meeting and all Special Meetings of the Parish.
Article VI. Meetings of the Vestry
Section 1. Regular
Meetings. The Vestry will meet no less than once a month. At the
first Vestry meeting held after the Annual Parish Meeting the
Vestry will determine the day and time of all regular Vestry meetings
for the year.
Section 2. Special
Meetings. Special meetings of the Vestry may be called at any
time by the Rector or Vicar, or by both Wardens, or by any three
(3) members of the Vestry, by giving notice at least four days
in advance of the special meeting by first class mail to each
Vestry member, or by forty-eight (48) hours notice delivered personally
by telephone or electronic transmission to each member of the
Vestry. The notice shall list the time, place, and purpose of
Section 3. Conduct
of the Meetings. The Rector or Vicar shall preside over Vestry
meetings, unless he or she appoints the Senior Warden to preside.
If the office of Rector or Vicar is vacant or the Rector or Vicar
is absent from the Diocese, the Senior Warden shall preside. In
the absence of both the Rector or Vicar and the Senior Warden,
the Junior Warden shall preside.
Section 4. Quorum and
Decisions. A quorum shall consist of a majority of the members
of the Vestry. Decisions of the Vestry shall be by majority vote,
provided a quorum is present, unless otherwise specified in these
Bylaws, or by statutory or Canon law. In the case of a tie, the
presiding officer may not cast the deciding vote.
Section 5. Attendance.
No meeting of the Vestry shall be valid unless either the Rector
or Vicar or one of the Wardens is present.
Article VII. Miscellaneous
Section 1. Construction.
The provisions of these Bylaws shall be construed to be consistent
with the Constitution and Canons of the Episcopal Church, the
Constitution and Canons of the Episcopal Church in the Diocese
of Northern California, or the laws of the State of California
governing religious nonprofit organizations.
Section 2. Execution
of Contracts. The Vestry may authorize any officer or officers,
agent or agents, to enter into any contract or execute any instrument
in the name of or on behalf of St. Alban's Episcopal Church, and
such authority may be general or confined to specific instances,
provided that such authority is given consistent with the provisions
of these Bylaws, and of the Canons of the Diocese of Northern
California and Episcopal Church of America. Unless so authorized
by the Vestry, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement
or to pledge its credit to render it liable for any purpose or
to any amount.
Section 3. Indemnification.
To the extent permitted by law and the Canons of the Diocese of
Northern California and the Episcopal Church of America, St. Alban's
Episcopal Church shall indemnify, defend, and hold harmless past
and present officers, member of the Vestry, the Rector or Vicar,
and employees and their respective heirs and legal representatives
from and against any and all liabilities, costs and expenses incurred
in connection with any threatened, pending or completed civil,
criminal or administrative proceeding in which he or she may become
involved by reason of his or her service to the Parish. This indemnification
does not cover matters in which the officer, Vestry member, Rector
or Vicar, or employee is adjudged liable for willful, wanton,
or grossly negligent misconduct.
Article VIII. Amendments
Section 1. Amending
the Bylaws. These Bylaws may be amended at the Annual Meeting
or a duly-noticed Special Meeting by a majority vote of the attending
Communicants in Good Standing, as defined in Article II, Section
2 above. Notice of proposed changes in the Bylaws shall be given
during each regular Sunday services at least sixty (60) days before
the meeting at which voting will occur.
Albans Bylaws in PDF