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Bylaws
of
St. Alban's Episcopal Church

Contents
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 Meetings
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 purposes.

Article II. Members

Section 1. Eligibility. All baptized Christians are eligible for membership in St. Alban's Episcopal Church.

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 to members:
A. Communicant. A person who has received Holy Communion in St. Alban's Episcopal Church at least three times during the preceding year.
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 of church.
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 Episcopal Church.

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 year.

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 year.

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 [1] 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 the meeting.

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.

St. Albans Bylaws in PDF