ST. ANDREW S EPISCOPAL CHURCH ANN ARBOR, MICHIGAN BYLAWS ARTICLE II.

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1 ST. ANDREW S EPISCOPAL CHURCH ANN ARBOR, MICHIGAN BYLAWS ARTICLE I. OVERVIEW 1.01 Parish of the Episcopal Church. St. Andrew s Episcopal Church is a parish of the Protestant Episcopal Church in the United States of America ( the Episcopal Church ) in union with the Episcopal Diocese of Michigan. As such, it accedes to the Constitution and Canons of the Episcopal Church and to the Constitution and Canons of the Diocese of Michigan, and promises conformity and obedience to the Doctrine, Discipline and Worship of the Episcopal Church Mission and Ministry. St. Andrew s shall be responsible for the following, in a manner reflecting local circumstances and the spiritual gifts of its members: [CDM 3.2.1] offering public worship, providing administration of the Sacraments, and preaching the Gospel on a regular basis; practicing the mission and ministry of Jesus Christ, both within the congregation and in the local community; and acknowledging the oversight, visitation, ministry and counsel of the Bishop for the Episcopal Diocese of Michigan Governance. St. Andrew s shall be governed and administered by the Vestry and by the Rector, who shall work together for the good of the congregation, Diocese and wider Church. The members of the Vestry are stewards of the property of St. Andrew s and are lay spiritual leaders of the mission and ministry of St. Andrew s. [CDM 4.0] ARTICLE II. MEMBERSHIP 2.01 Eligibility for Membership. Any person who has received the Sacrament of Holy Baptism with water in the Name of the Father, and of the Son, and of the Holy Spirit in any Christian church is eligible to be a member of St. Andrew s. [CDM 3.3] 2.02 Categories of Membership. St. Andrew s recognizes the following categories of membership, which are not mutually exclusive: [CDM 3.3.1] Member. Any baptized person whose baptism is recorded in the parish records, and who regularly participates in the worship of St. Andrew s shall be considered a member of St. Andrew s.

2 (d) Communicant. Any Member who, during the preceding year, has received Holy Communion at least three (3) times in St. Andrew s shall be considered a communicant of St. Andrew s. Communicant in Good Standing. Any communicant who, during the preceding year, has been faithful in corporate worship, unless for good cause prevented, and in working, praying and giving for the spread of the kingdom of God, shall be considered a communicant in good standing of St. Andrew s. Adult. As provided in the Canons of the General Convention, a communicant sixteen (16) years of age or older shall be considered an adult communicant Inactive Status. If for a period of one (1) year a member shall fail to attend worship, unless for good cause prevented, that person shall be considered inactive, and this change of status shall be noted in the parish records. If that person shall resume regular attendance at worship, that person shall be considered an active member, and so noted in the parish records. [CDM 3.3.2] 2.04 Clergy. Members of the clergy have responsibilities both to the congregation and to the Bishop. Therefore, members of the clergy are not eligible to participate in lay capacities, to be employed by a congregation, or to be elected or appointed as an officer of a congregation, without a written exemption from the Bishop, with the advice and consent of the Standing Committee. [CDM 3.3.3] ARTICLE III. MEETINGS OF THE CONGREGATION 3.01 Overview. St. Andrew s shall be governed and administered by the Vestry and by the Rector, who shall work together for the good of the congregation, Diocese and wider Church. The members of the Vestry are stewards of the property of St. Andrew s and are lay spiritual leaders of the mission and ministry of St. Andrew s. [CDM 4.0] 3.02 Action by the Congregation. Action requiring consent of or vote by the congregation shall be taken at an annual or special meeting of the congregation, as may be appropriate, and all such meetings shall be called, convened and conducted as provided in these Bylaws. [CDM 4.0] 3.03 Annual Meeting. The annual meeting of the congregation shall occur during the month of January, at a time and place established by the bylaws or at such place of common access to all adult communicants as provided by notice of the meeting. [CDM 4.1.2; MCL ] 3.04 Special Meetings. Special meetings of the congregation may be called by the Vestry, either of the Wardens, the Rector, or upon written petition signed by ten percent (10%) of the communicants in good standing of the congregation presented to the secretary of the Vestry, who shall call for the meeting. A special meeting shall be convened within thirty (30) days after the call for the meeting. [CDM 4.1.2; MCL ] 2

3 3.05 Notice. Notice of a special meeting shall include the object or purpose of the meeting. Notice of the time and place for the annual meeting or any special meeting shall be: [CDM ; MCL ] published by the Vestry, Wardens or the Rector at all services for at least two (2) Sundays immediately preceding the meeting; (d) (e) given personally or sent by mail or electronic communication to all members of the congregation, the Rector and all members of the Vestry; posted in a publication of the congregation issued in advance of the meeting; and posted in a prominent place in the church building. Notice of a special meeting shall include the object or purpose of the meeting Order of Business. The Order of Business for all meetings of a congregation shall be published and made available with the notice of the meeting. [CDM ] 3.07 Presider. The Rector shall preside at all meetings of the congregation. The Rector may designate a member of the Vestry to preside at any meeting. The presider may require that any motion be presented in writing. [CDM ; MCL ] 3.08 Membership Roll and Quorum. Not less than sixty (60) days prior to any annual or special meeting, the Vestry, in consultation with the Rector, shall cause to be prepared and made available a list of adult communicants in good standing eligible to vote. [CDM ] 3.09 Quorum. A minimum of ten per cent (10%) of the number of adult communicants in good standing as reported in the Parochial Report for the year prior to the date of the meeting shall constitute a quorum. [CDM ] 3.10 Eligibility to Vote. An adult communicant who has been a communicant in good standing of St. Andrew s for not less than six (6) months shall be eligible to vote at annual or special meetings of the congregation. [CDM ] 3.11 Eligibility for Office. An adult communicant in good standing who has been a member of St. Andrew s for not less than six (6) months shall be eligible for election or appointment to any office in the congregation, to the extent permitted by the laws of the State of Michigan. [CDM ] 3.12 Taking Action. A majority of those present shall be needed to take any action or to elect, unless a greater number is required in the Canons of the Episcopal Diocese of Michigan or in these Bylaws. [CDM ] 3

4 3.13 Minutes. Minutes of any meeting of the congregation shall be kept by the secretary of the Vestry or such other person as may be designated by the presider, and shall be kept in the records of the congregation. [CDM ; MCL ] 3.14 Parliamentary Authority. The rules contained in Robert s Rules of Order Newly Revised (the then-current edition, as it may be amended from time to time) shall govern meetings of the congregation and the Vestry in all cases to which they are applicable and in which they are not inconsistent with state or federal law, the Canons of the Episcopal Diocese of Michigan, the Articles of Incorporation or Bylaws of St. Andrew s. [CDM 4.0] ARTICLE IV. VESTRY 4.01 Generally. The Vestry shall be responsible for the care and management of all of the temporal affairs of the congregation and, to the extent necessary, the worship and spiritual life of the congregation, as required by the Canons of the General Convention of the Episcopal Church, the Canons of the Episcopal Diocese of Michigan, and applicable federal, state, or local law. [CDM 4.4; MCL ] 4.02 Number and Term. The Vestry shall be composed of fifteen persons, elected to threeyear terms. The terms shall be staggered so that five Vestry members are elected at each Annual Meeting. Vestry members terms shall commence at the conclusion of the Annual Meeting at which they are elected and shall expire upon the election of their successors. [CDM , ; MCL ; MCL ] 4.03 Qualifications for Vestry Members. To be eligible for election or appointment to the Vestry, a candidate must be an adult communicant in good standing in the congregation and eligible to vote. No employee of the congregation, no member of the clergy, and no member of the Rector s family (his or her spouse, child, parent, sibling or domestic partner) may serve as an elected or appointed member of the Vestry. [CDM ] 4.04 Candidates for Election. The selection of candidates for election to the Vestry shall proceed as follows: Nomination. (1) The Nominating Committee shall present a slate of Vestry candidates to the Vestry no later than the December Vestry meeting. The slate shall contain at least one and a half times the number of candidates as there are terms expiring at the next annual meeting. The slate may not be altered by the Vestry. (2) The Vestry may nominate additional candidates at the December Vestry meeting. (3) Additional candidates may be nominated by the submission of a written nomination containing the signatures of at least ten adult communicants in 4

5 good standing (not including the nominee) to the parish office no later than December 31. (d) (e) Consent to Run. Each of the candidates nominated by any of the means described above shall submit a written consent to be a Vestry candidate to the parish office no later than December 31. Failure to submit a consent to be a candidate by December 31 shall result in the automatic withdrawal of the candidate from the election, and that candidate s name shall not appear on the ballot at the annual meeting. Appointment of Additional Candidates. If the number of candidates that consent to run for Vestry by December 31 is less than the number of terms expiring at the next annual meeting, then no later than the date of the annual meeting the Senior Warden shall appoint additional candidates so that the number of candidates consenting to run equals the number of terms expiring at the next annual meeting. The written consent of a candidate must be filed with the parish office for the appointment to be effective. The Senior Warden may withdraw any such appointment at any time up until the consent of the candidate has been filed with the parish office. Publicity of the Slate of Candidates. A list of the candidates for Vestry shall be published in the church bulletin beginning on the second Sunday in January and continuing each Sunday until the Annual Meeting. No distinction shall be made on the ballot to indicate how a candidate was nominated. Additional Nominations After December 31. Except as described above, no additional nominations may be made after December 31. At the annual meeting, no nominations from the floor will be permitted Election. At the Annual Meeting of the congregation, the adult communicants in good standing shall elect members of the Vestry from the nominated candidates. [CDM ; MCL ] If the number of candidates is equal to or less than the number of Vestry seats to be filled, all of the candidates shall be deemed to be elected without the necessity of balloting. The wardens, when present, shall be judges of the election, shall present the slate of qualified candidates, shall not permit any unqualified person to vote, shall canvass the vote and shall declare the results. The wardens may appoint other qualified members to assist as judges of the election. [CDM ; MCL ] Each voter must vote for not fewer than and not more than the number of Vestry seats to be filled. A ballot that does not meet this requirement shall be disregarded. 5

6 (d) A majority of all ballots cast shall be necessary to elect a candidate. Candidates who have received a majority shall be elected in the order of the number of votes received until all positions have been filled. [CDM ; MCL ] (1) If two or more candidates have received a majority and there is a tie for the last position or positions to be filled, the election shall be determined by lot. (2) In the event that the number of elected candidates on the first or any succeeding ballot is less than the number of positions to be filled, an additional ballot will be cast. On the second and all succeeding ballots, any candidates that are deemed elected shall be removed from the ballot and the number of candidates shall be further reduced by dropping the candidate receiving the fewest number of votes on the preceding ballot, except that if there is a tie for the last available space on the ballot then the candidate to be removed from the subsequent ballots shall be determined by lot. If removing the candidate with the fewest number of votes causes the number of remaining candidates to equal the remaining number of positions to be filled, the remaining candidates shall be deemed to be elected Vacancies. All vacancies occurring on the Vestry between annual meetings shall be promptly filled by the remaining members of the Vestry at any meeting of the Vestry, and the person so appointed shall hold office for the unexpired term of the predecessor. Any person so appointed shall meet the qualifications for election to the Vestry. [CDM ; MCL ] 4.07 Limitation on Term of Office. A member of the Vestry is not eligible for re-election or appointment to the Vestry until the annual meeting next following the expiration of the previous term of office. A person appointed to serve as the result of a vacancy shall be eligible for election to a term upon the expiration of the current term of office; provided, however, that a person may not serve more than six (6) consecutive years without a one (1) year hiatus. In the event that a qualified member cannot be found to stand for election after exhausting the list of members, the Vestry may appoint for one year a person who by this Bylaw would otherwise be ineligible for the term to be served. [CDM ] 4.08 Conflict of Interest. A person serving as a member of the Vestry shall be required to recuse himself or herself from all decisions that involve a conflict of interest, including those regarding the compensation and benefits of any clergy or lay employee who is his or her spouse, child, parent, sibling or domestic partner. [CDM 4.2.2] ARTICLE V. DUTIES OF THE VESTRY 5.01 Temporal Matters. The Vestry shall be responsible for care and management of the property and assets of the congregation, relations with clergy, administration of the congregation s finances, the election of wardens, appointment of other officers, hiring of 6

7 employees, supervision of volunteers, maintenance of records, preparation of an annual budget of the congregation, and shall generally govern the congregation as required by applicable law and canons. [CDM ; MCL ] Legal Representatives of the Parish. Except as provided by state or Diocesan law, the Vestry shall be the agent and legal representative of the Parish in all matters concerning its corporate property and the relations of the Parish to its clergy. All instruments, contracts and legal documents shall be signed in the corporate name by a Warden and the Secretary or Treasurer, unless, by resolution of the Vestry, one of them or some other member or members of the Vestry are authorized as the signatories. Members of the clergy are not the legal representatives of the Parish and have no authority legally to bind the Parish unless authorized by resolution of the Vestry. [CDM ] Business Methods. The congregation and every organization within it shall observe standard business methods as required by the Canons of the General Convention. [CDM ] Budget. The Vestry shall approve a budget for the parish each year prior to the annual meeting. The budget must be balanced based on the pledges received to date and based on expenses and nonpledge income that are reasonably anticipated for the year. The budget will be presented to the members at the annual meeting, but need not be approved by the members Worship and Spiritual Matters. The Vestry shall, to the extent appropriate and necessary, assist the clergy in worship and as spiritual leaders of the congregation. In the absence of clergy, the Vestry shall make provision for the conduct of public worship and the pastoral needs of the congregation. [CDM ] 5.03 Relations with Clergy. The Vestry shall, except as otherwise provided by the Canons of the Episcopal Diocese of Michigan, be responsible for the relations of the congregation with its member(s) of the clergy, and to that end, shall, as required, provide for maintenance and compensation (including the funding of pension obligations) of clergy; assure that there is adequate opportunity for clergy self-care and renewal; and otherwise fulfill the letter of agreement between the member of clergy and the congregation, In the event of disability or conflict, the Vestry shall be responsible for seeking assistance or resolution from the Ecclesiastical Authority. [CDM ] 5.04 Relations with Layperson Employees. The relationship between the Vestry and a layperson hired by the congregation is that of employer and employee or independent contractor. The employer of all laypersons hired by the congregation shall be the Vestry, which alone shall have authority to determine compensation, benefits, and other terms of employment. The Vestry shall provide compensation and benefits to all employees in accordance with the compensation and benefit policies adopted, and from time to time amended, by the Episcopal Diocese of Michigan and required by applicable law. It is expected under ordinary circumstances that all staff of a congregation is under the 7

8 general supervision of the Rector except as otherwise agreed between the Rector and the Vestry. [CDM 4.4.4] 5.05 Outside Assistance. The Vestry alone shall have authority to retain the services of lawyers, certified public accountants, financial planners, and other outside professionals whose counsel may be required to fulfill the Vestry s legal and fiduciary responsibilities. The Vestry shall be responsible for payment of any fees occasioned by such use of outside professional assistance from congregational funds. [CDM 4.4.5] ARTICLE VI. MEETINGS OF THE VESTRY 6.01 Regular Meetings. Regular meetings of the Vestry shall take place monthly, except in the month of August, on an agreed-upon schedule. [CDM 4.3.1] 6.02 Special Meetings. Special meetings of the Vestry may be called by the Rector, by either of the wardens, or by written request to the Secretary of one-third (1/3) of the Vestry. [CDM 4.3; MCL ] 6.03 Notice. Notice of all meetings shall be given by written notice delivered personally or by mail or electronic communication to the Rector and all members of the Vestry at least five days prior to the meeting. Notice shall also be posted in a publication of the congregation published in advance of the meeting and in a prominent place in the church building. [CDM 4.3; CDM 4.3.2] 6.04 Failure to Provide Required Notice. A meeting may be held if the required notice is not provided only with the consent of the Rector and all of the members of the Vestry. A person who attends a meeting is deemed to have consented to holding the meeting. [CDM 4.3] 6.05 Form of Meetings. Meetings may be held by any means that permits all persons participating in the meeting to communicate with all other persons participating in the meeting, including meeting in person, conference call, or other means of remote communication. [CDM 4.3] 6.06 Meetings Open to the Parish. Meetings of the Vestry shall be open to members of the Parish, but the Vestry may go into closed executive session when its business involves a sensitive subject as determined by a majority vote of the Vestry members present. Only members of the Vestry or person invited by the Vestry are entitled to address the Vestry. A person causing disruption at a meeting of the Vestry may be removed from the meeting Taking Action Without a Meeting. The Vestry may take action without a meeting by means of a consent resolution signed by all of the members of the Vestry. The written consents shall be filed with the minutes of the proceedings of the Vestry. The consent has the same effect as a vote of the Vestry for all purposes. [CDM 4.3; MCL ] 8

9 6.08 Presider. The Rector shall preside at all meetings of the Vestry, or may designate a member of the Vestry to preside at any meeting. In the absence of the Rector, one of the wardens, or a member of the Vestry chosen by the wardens, shall preside. The Rector shall have no vote at the meeting except when presiding, and then only in the case of a tie vote. [CDM 4.3.3; MCL ] 6.09 Quorum. A majority of the voting members of the Vestry shall constitute a quorum. [CDM 4.3.4; MCL ] 6.10 Absences and Removal. In the event that any member of the Vestry shall be absent from the regular meetings of the Vestry for a period of three (3) consecutive months, or shall be absent for three (3) meetings out of six (6) consecutive meetings, the remaining members of the Vestry may, with the advice and consent of the Rector, remove the absent member from office and appoint a qualified successor to fill the unexpired term. If the congregation is without a Rector, the advice and consent of the Bishop, or other person designated by the Bishop, must be obtained before such action is taken. [CDM 4.3.5] 6.11 Records and Minutes. Records and minutes of any meeting of the Vestry shall be kept by the Secretary, or other person designated to do so. All records and minutes shall be kept with the congregation s records and shall be available for inspection by any member of the congregation. [CDM 4.3.6; MCL ] ARTICLE VII. OFFICERS 7.01 Designation of Officers. St. Andrew s shall have four officers: the Senior Warden, the Junior Warden, the Secretary, and the Treasurer. The Vestry may from time to time appoint other officers as it deems necessary. [CDM ; MCL ] 7.02 Election. As soon as practical after the annual meeting at which Vestry members were elected, and in any event within fifteen days of election, the Vestry shall hold an organizational meeting at which it shall elect officers. [CDM 4.2.2] Any member of the Vestry may nominate one or more qualified candidates for any of the offices to be elected. Officers shall be elected by secret ballot of the Vestry. The candidate for each office receiving the plurality of the votes shall be elected to the office. If two or more candidates tie with a plurality, additional rounds of balloting shall take place, with the Vestry selecting from among the tied candidates. If the election of a particular office cannot be resolved by balloting, the officer shall be selected by some random means from among the tied candidates Qualification for Office. The Senior Warden and Junior Warden must be elected members of the Vestry. [CDM ; MCL ] Other officers shall be adult communicants in good standing in the congregation who may be, but are not required to be, members of the Vestry. [CDM ; MCL ] If the secretary, treasurer and other officers are not members of the Vestry, they shall be entitled to serve on the Vestry, ex officio, with voice and without a vote. [CDM ] A person may not serve as senior or junior warden while a member of that person s immediate family (spouse, child, 9

10 parent, sibling or domestic partner) is a compensated member of the clergy or a layperson employee of the congregation. [CDM ] 7.04 Vacancy. In the event of any vacancy in the office of wardens, the Vestry shall elect a successor to fill such vacancy, within fifteen (15) days of notice of vacancy. [CDM ] In the event of any vacancy in the office of Secretary or Treasurer, the Vestry shall elect a successor to fill such vacancy, within thirty (30) days of notice of vacancy Wardens. The Wardens shall fairly divide the duties of the two offices and perform such other duties as may be designated by the Vestry or the Rector. [CDM ] The Wardens, in concert with the Vestry, shall: [CDM ] (1) Cooperate with, assist and advise the Rector to develop and maintain a climate and environment of mutual ministry, trust and honesty within which the congregation will be provided with effective leadership for the furtherance of its mission. (2) Cooperate with, assist and advise the Rector to identify and hear the concerns of the congregation and to communicate to the congregation, and resolve, as necessary, those concerns of congregational leadership. (3) Cooperate with, assist and advise the Rector to preserve order and decorum in and around the Church on all occasions. (4) Assist and advise in the discharge of the duties of the clergy as may be designated and requested by the Rector, and in all matters, act as chief stewards and spiritual lay leaders of the congregation. (5) Preside at all meetings of the Vestry or the congregation in the absence, or at the request, of the Rector. (6) Perform and exercise the temporal duties and powers of the clergy in the absence of a Rector, as provided by the Canons of the Episcopal Diocese of Michigan. (7) Perform any and all other duties as may be specified by the Canons of the General Convention, the Canons of the Episcopal Diocese of Michigan, and the bylaws of the congregation. In the event of the absence or disability of one Warden, the duties shall be performed by the remaining Warden. [CDM ] 7.06 Secretary. The secretary, or a clerk, shall provide for the keeping of minutes of all proceedings of the Vestry and meetings of the congregation; for the maintenance and availability of an accurate roll of the membership of the congregation; for the preservation all records, documents and papers of the congregation not required to be 10

11 maintained by any other person or officer; and shall deliver such records to any successor in office. The secretary serves as the secretary of the congregation. Unless another member of the Vestry is otherwise authorized by resolution of the Vestry, the secretary, or clerk, shall sign all reports and corporate documents, and shall attest to all public acts of the Vestry as may be required by law or Canon. The secretary shall perform such other duties as may be provided in the bylaws or assigned by the Vestry. The Vestry may appoint a recording secretary or clerk for purposes of taking and keeping minutes of all proceedings of the Vestry, who does not need to be a member of the Vestry and who may not exercise or perform the legal duties of the secretary. [CDM ] 7.07 Treasurer. The treasurer shall account for the receipt of all monies collected by or on behalf of the congregation, and shall make all disbursements as approved by the Vestry, and maintain accurate records of all receipts and disbursements. The treasurer shall perform all duties of office and be bonded in accordance with the business methods in church affairs as established from time to time by the Canons of the General Convention and the Episcopal Diocese of Michigan. The treasurer shall present a monthly written financial accounting of the affairs of the congregation to the Vestry; shall present an annual written report to the annual meeting of the congregation; and timely provide the necessary information and assist in the preparation of the Parochial Report, or any similar report required by the Canons of the General Convention. The treasurer shall perform such other duties as may be provided in the bylaws or assigned by the Vestry. [CDM ] 7.08 Other Officers. The Vestry may appoint, hire or otherwise select such other officers and assistants as it may deem necessary for the performance of its duties, which may include a recording secretary, a financial secretary, assistant treasurers, tellers, and others, and who need not be elected members of the Vestry. The duties of the officers shall be determined by the Vestry or by these bylaws. [CDM ] 7.09 Limitation on Holding Multiple Offices. A person may not hold more than one office. [CDM 4.2.2] 7.10 Conflict of Interest. A person serving as an officer shall be required to recuse himself or herself from all decisions that involve a conflict of interest, including those regarding the compensation and benefits of any clergy or lay employee who is his or her spouse, child, parent, sibling or domestic partner. [CDM 4.2.2] ARTICLE VIII. DELEGATES TO THE DIOCESAN CONVENTION AND THE DEANERY 8.01 Number and Term. St. Andrew s shall have three Members of Convention, also known as lay delegates or delegates, who shall serve as the delegates from St. Andrew s to all Conventions and to the annual caucus of the Deanery of which St. Andrew s is a constituent. The terms shall be staggered so that one Member of Convention is elected at each Annual Meeting. 11

12 8.02 Qualifications for Members of Convention. To be eligible for election or appointment as a Member of Convention, a candidate must be an adult communicant in good standing in the congregation and eligible to vote Candidates for Election. The selection of candidates for election as Member of Convention shall proceed as follows: Nomination. (1) The Nominating Committee shall present a slate of candidates for Member of Convention to the Vestry no later than the December Vestry meeting. The slate shall contain at least two candidates. The slate may not be altered by the Vestry. (2) The Vestry may nominate additional candidates at the December Vestry meeting. (3) Additional candidates may be nominated by the submission of a written nomination containing the signatures of at least ten adult communicants in good standing (not including the nominee) to the parish office no later than December 31. (d) (e) Consent to Run. Each of the candidates nominated by any of the means described above shall submit a written consent to be a candidate for Member of Convention to the parish office no later than December 31. Failure to submit a consent to be a candidate by December 31 shall result in the automatic withdrawal of the candidate from the election, and that candidate s name shall not appear on the ballot at the annual meeting. Appointment of Additional Candidates. If no candidates have consented to run for Member of Convention by December 31, then no later than the date of the annual meeting the Senior Warden shall appoint one candidate for Member of the Convention. The written consent of the candidate must be filed with the parish office for the appointment to be effective. The Senior Warden may withdraw an appointment at any time up until the consent of the candidate has been filed with the parish office. Publicity of the Slate of Candidates. A list of the candidates for Member of Convention shall be published in the church bulletin beginning on the second Sunday in January and continuing each Sunday until the Annual Meeting. No distinction shall be made on the ballot to indicate how a candidate was nominated. Additional Nominations After December 31. Except as described above, no additional nominations may be made after December 31. At the annual meeting, no nominations from the floor will be permitted. 12

13 8.04 Election. At the annual meeting, the adult communicants in good standing shall elect one Member of Convention for a three-year term. Candidates running for Member of Convention who are not elected shall be elected as alternates for a term of one year, serving in order based on the number of votes received. An alternate is not required to receive a majority in order to be elected as an alternate. [CDM ] (d) (e) (f) If there is only one candidate, the candidate shall be deemed to be elected without the necessity of balloting. The wardens, when present, shall be judges of the election, shall present the slate of qualified candidates, shall not permit any unqualified person to vote, shall canvass the vote and shall declare the results. The wardens may appoint other qualified members to assist as judges of the election. [CDM ; MCL ] Each voter may vote for any number of candidates appearing on the ballot, even if that number exceeds the number of Members of Convention to be elected. A ballot that does not indicate a vote for any candidates shall be disregarded. A majority of all ballots cast shall be necessary to elect a candidate. The candidate who received the greatest number of votes shall be elected. If two or more candidates have received a majority and there is a tie for the greatest number of votes, the election shall be determined by lot. In the event that the no candidate receives a majority on the first or any succeeding ballot, an additional ballot will be cast. On the second and all succeeding ballots, the number of candidates shall be reduced by dropping the candidate receiving the fewest number of votes on the preceding ballot, except that if there is a tie for the last available space on the ballot then the candidate to be removed from the subsequent ballots shall be determined by lot. If removing the candidate with the fewest number of votes causes the number of remaining candidates to be equal to one, the remaining candidates shall be deemed to be elected. Any candidates removed from the ballot shall be elected as alternates, to serve in reverse order to the order in which they were removed from the ballot, and following in order the remaining candidates that appeared on the final ballot Attendance at Meetings. A Member of Convention shall attend all Conventions and the annual caucus of the Deanery of which St. Andrew s is a constituent held following the delegate s election until the delegate s successor is elected. In the absence of a delegate, an elected alternate may attend a meeting. [CDM ] 8.06 Vacancies. If any Member of Convention is unable or unwilling to continue to serve, the Rector, in consultation with the Wardens, (or the Wardens alone, if there is no Rector) shall appoint a person to serve the remainder of the unexpired term of the Member of Convention. [CDM ] 13

14 8.07 Limitation on Term of Office. A Member of Convention is not eligible for re-election or appointment as a Member of Convention until the annual meeting next following the expiration of the previous term of office. A person appointed to serve as the result of a vacancy shall be eligible for election to a term upon the expiration of the current term of office; provided, however, that a person may not serve more than six (6) consecutive years without a one (1) year hiatus. In the event that a qualified member cannot be found to stand for election after exhausting the list of members, the Vestry may appoint for one year a person who by this Bylaw would otherwise be ineligible for the term to be served. ARTICLE IX. RELATIONSHIP BETWEEN THE PARISH AND THE CLERGY 9.01 Relations with Clergy. The Vestry shall, except as otherwise provided by the Canons of the Episcopal Diocese of Michigan, be responsible for the relations of the congregation with its members of the clergy, and to that end, shall, as required, provide for maintenance and compensation (including the funding of pension obligations) of clergy; assure that there is adequate opportunity for clergy self-care and renewal; and otherwise fulfill the letter of agreement between the member of clergy and the congregation. [CDM ] 9.02 Members of the Clergy. St. Andrew s shall be in the charge of a Rector, and may be served by and ministered through other members of the clergy. [CDM 5.1] Rector. The Rector shall be elected by the Vestry in the manner provided by these bylaws and by the Canons of the General Convention, with the approval of the Ecclesiastical Authority. Compensation and benefits for the Rector shall be set by the Vestry, as described below. (1) Search for Rector. The wardens, with the advice of the Vestry, shall form a Search Committee to search for a new Rector. Any such search shall be in conformity with the Canons of the General Convention, and the Canons and policies of the Episcopal Diocese of Michigan. [CDM ] The Vestry shall set the budget for the Search Committee and may impose other requirements or restrictions on the Search Committee. The Interim Rector shall not be a candidate in the search for the Rector. [CDM ] Unless otherwise directed by the Vestry, the Search Committee shall present at least three candidates to the Vestry at the conclusion of its search for a new Rector. The Search Committee may rank or otherwise give their assessment of the candidates. (2) Election of New Rector. Upon completion of the search process, the Vestry shall forward the names of one or more of the nominees to the Ecclesiastical Authority as provided in the Canons of the General Convention. The Vestry, after consideration of any communication from the Ecclesiastical Authority, at a meeting of the Vestry duly called and held for that purpose, may elect a Rector; and shall provide written notice 14

15 of the election, signed by the wardens, to the Ecclesiastical Authority, who shall ascertain that the member of the clergy has accepted the call, as provided by the Canons of the General Convention. [CDM ] Other Members of the Clergy. [CDM 5.1.2] (1) Assistant Rector. One or more Assistant Rectors shall be selected by the Rector in the manner provided by these bylaws and by the Canons of the General Convention, with the approval of both the Ecclesiastical Authority and the Vestry, and shall serve under the authority and direction of the Rector. Compensation and benefits for any Assistant Rector shall be set by the Vestry, as described below. (A) (B) (C) Search for Assistant Rector. The Rector, with the advice of the Vestry, may form a Search Committee to search for a new Assistant Rector. Any such search shall be in conformity with the Canons of the General Convention, and the Canons and policies of the Episcopal Diocese of Michigan. [CDM ] The Vestry shall set the budget for the Search Committee and may impose other requirements or restrictions on the Search Committee. The Search Committee may rank or otherwise give their assessment of the candidates and shall report its recommendations to the Rector and to the Vestry. Selection of New Assistant Rector. Upon completion of the search process, the Rector shall forward the names of one or more candidates to the Ecclesiastical Authority and to the Vestry. After consideration of any communication from the Ecclesiastical Authority and the Vestry, the Rector may select an Assistant Rector. [CGC III.9.3.c] Both the Ecclesiastical Authority and the Vestry must approve the selection. [CDM ] Term of Service. Any Assistant Rector shall serve at the pleasure of the Rector and may not serve beyond the period of service of the Rector, except that pending the call of a new Rector, an Assistant Rector may continue in the service of the Parish if requested to do so by the Vestry under such conditions as the Bishop and Vestry shall determine. An Assistant Rector may continue to serve at the request of a new Rector. [CGC III.9.3.c] (2) Deacons. Deacons pursue their ministry under the direction and supervision of the Bishop, as provided by the Canons of the General Convention. A deacon may be assigned to a congregation by the Bishop, and, with respect to his or her ministrations within the congregation, the deacon shall serve under the direction of the Rector. 15

16 (3) Supply Clergy. Under the direction and supervision of the Bishop, supply clergy provide occasional sacramental and pastoral services to a congregation in the absence of the Rector, and shall be compensated in accordance with the policies established by the Episcopal Diocese of Michigan. (4) Associated Clergy. Members of the clergy may be invited by the Rector to serve within the congregation, and, when doing so, shall serve at the pleasure, and under the direction and supervision, of the Rector. Unless acting in the capacity of supply clergy, associated clergy shall be compensated only with the approval of the Vestry and in the amounts approved by the Vestry Letters of Agreement. The mutual expectations and responsibilities of the Rector or of any assistant clergy on the one hand, and of the Vestry and congregation on the other hand, shall be described in a letter of agreement, or covenant. This letter will be signed by the Wardens on behalf of the Vestry and the congregation. A letter of agreement is intended to clarify the relationship between the parties, enhance their ministries, and avoid occasions for conflict. Any provision of a letter of agreement which is in conflict with the Canons of the General Convention, with the Canons of the Episcopal Diocese of Michigan, or with diocesan policy, shall be null and void. The letters of agreement and any amendments of them shall not be effective until approved by the Ecclesiastical Authority. [CDM 5.2.1] 9.04 Compensation and Benefits. The Vestry shall be responsible for compensating the Rector and Assistant Rector in accordance with the compensation and benefit policies adopted, and from time to time amended, by the Episcopal Diocese of Michigan. [CDM 5.2.2] 9.05 Annual Housing Resolution. Prior to the beginning of each fiscal year a member of the clergy shall determine that portion of his or her compensation to be considered housing and utility allowance for tax purposes, and this determination shall be incorporated into a resolution adopted by the Vestry and made a part of its corporate minutes. This determination shall always be in accordance with Internal Revenue Service regulations. In the event of any change in the legal requirements, the applicable federal and state income tax laws shall always govern the execution of this section. [CDM ] ARTICLE X. COMMITTEES Finance Committee. There shall be a standing committee of the Vestry known as the Finance Committee. Membership. The Finance Committee shall include the Junior Warden, ex officio, and the Treasurer, ex officio, and three additional adult communicants in good standing. Each year, no later than the March meeting of the Vestry, the Vestry shall appoint one communicant in good standing to the Finance Committee for a three-year term. A person is limited to serving two consecutive three-year terms. 16

17 After serving two three-year terms, a person shall not be eligible for reappointment until the next year. Vacancies among the additional members may be filled by the Vestry at any time by appointing someone to fill the remainder of an unexpired term. A person appointed to fill a partial term is eligible for appointment to two full three-year terms. Chair. The Finance Committee shall be chaired by the Junior Warden. Responsibilities. The Finance Committee is responsible to the Vestry in matters of finance. It prepares a draft of the annual budget for approval by the Vestry and oversees expenditures of the Parish. The Finance Committee is responsible for the administration and oversight of the endowed funds of the Parish. The Finance Committee may be directed by the Vestry to take action or to refrain from taking action. In all other respects involving the financial affairs of the Parish, the Finance Committee acts with executive authority. The Finance Committee shall report regularly to the Vestry Buildings and Grounds Committee. There shall be a standing committee of the Vestry known as the Buildings and Grounds Committee. Membership. No later than the March meeting of the Vestry, the Vestry shall appoint three or more adult communicants in good standing to the Buildings and Grounds Committee for one-year terms. In addition, the Vestry shall appoint at least one member of the Vestry to the Committee for a one-year term. There is no limit to the number of times that a person may be appointed to the Buildings and Grounds Committee. Chair. The Buildings and Grounds Committee shall be chaired by the member of the Vestry who was appointed to the Committee. If more than one member of the Vestry is appointed to the Committee, the Vestry members shall be co-chairs of the Committee. Responsibilities. The Buildings and Grounds Committee shall be responsible to advise the Vestry in matters pertaining to maintenance and repair of all buildings, grounds, and equipment owned and/or operated by the Parish Personnel and Administration Committee. There shall be a standing committee of the Vestry known as the Personnel and Administration Committee. Membership. The Personnel and Administration Committee shall include the Senior Warden, ex officio, one other member of the Vestry selected by the Wardens, and three additional adult communicants in good standing. The Rector may attend the meetings of the Personnel and Administration Committee, with voice but without vote. Each year, no later than the March meeting of the Vestry, the Vestry shall appoint one communicant in good standing to the Personnel and Administration Committee for a three-year term. A person is limited to serving two consecutive three-year terms. After serving two three-year terms, a person 17

18 shall not be eligible for reappointment until the next year. Vacancies among the additional members may be filled by the Vestry at any time by appointing someone to fill the remainder of an unexpired term. A person appointed to fill a partial term is eligible for appointment to two full three-year terms. A person who is a compensated member of the clergy, a lay employee of the Parish or member of the family of such a clergy person or lay employee (his or her spouse, child, parent, sibling or domestic partner) is not eligible to serve on the Personnel and Administration Committee. Chair. The Personnel and Administration Committee shall be chaired by the Senior Warden. Responsibilities. The Personnel and Administration Committee shall be responsible to advise the Vestry in matters pertaining to the clergy and lay staff employed by the Parish, including salaries, benefits, and terms of employment Nominating Committee. There shall be a committee of the Vestry known as the Nominating Committee. (d) Membership. A Nominating Committee will be formed no later than September 30 of each year. The Nominating Committee shall include the Senior Warden, ex officio, all Vestry members whose terms will expire at the next annual meeting, ex officio, the Member of Convention whose term will expire at the end of the next annual meeting, ex officio. Chair. The Nominating Committee shall be chaired by the Senior Warden. Responsibilities. The Nominating Committee is responsible for developing a slate of candidates for the members of the Vestry and for the Member of the Convention to be elected at the next Annual Meeting of the Parish. This slate must be presented to the Vestry no later than the December meeting of the Vestry. Dissolution. The Nominating Committee is dissolved each year at the conclusion of the Annual Meeting Additional Vestry Committees. The Vestry may appoint one or more ad hoc committees of the Vestry as needed. The Vestry is responsible for the proper functioning of these committees, and the committees shall report to the Vestry when required Rector Committees. The Rector may appoint one or more ad hoc committees of the Rector to advise the Rector on any matter within the scope of the Rector s authority Powers of Committees. Unless explicitly provided for in these bylaws or by a resolution of the Vestry, all committees appointed pursuant to this article are advisory in nature and shall have no executive authority. 18

19 10.08 Reports. Each standing committee of the Vestry shall report regularly to the Vestry. Each ad hoc committee of the Vestry shall report to the Vestry as directed by the Vestry or upon conclusion of the task assigned to the committee, but in any case no less frequently than annually. Each ad hoc committee of the Rector shall report to the Rector as directed by the Rector or upon conclusion of the task assigned to the committee, but in any case no less frequently than annually. If requested by the Vestry, each standing or ad hoc committee of the Vestry shall report in writing to the parish at the time of the annual meeting. ARTICLE XI. INDEMNIFICATION Indemnification. Each person who is, was, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding of any sort, whether civil, criminal, administrative, or investigative, and whether formal or informal, by reason of the fact such person is or was a director, officer, or member of a committee of the corporation or that such person serves or has served at the request of the corporation as a director, officer, partner, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the corporation to the fullest extent permitted by the laws of the State of Michigan as they may be in effect from time to time. The corporation may, to the extent authorized from time to time by the Board, grant such rights to indemnification to any employee, non-director volunteer, or agent of the corporation to the fullest extent provided under the laws of the State of Michigan as they may be in effect from time to time Insurance. The corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his status as such, whether or not the corporation would have power to indemnify such person against such liability under these Bylaws. ARTICLE XII. AMENDMENT Amendment. At any annual meeting, or at a special meeting called for that purpose, the congregation may adopt or amend the Bylaws of St. Andrew s as may be deemed necessary for the management of the temporal matters of the congregation, by a vote of two-thirds majority of those present and voting. The Bylaws shall be in conformity with the laws of the State of Michigan, the Constitution and Canons of the Episcopal Diocese of Michigan and the Articles of Incorporation. In addition to the normal notice required prior to a meeting, written notice of any action that adopts or amends the Bylaws shall be given not less than thirty (30) days prior to any annual or special meeting at which that action will be considered. [CDM ] CGC = Canons of the General Convention CDM = Canons of the Episcopal Diocese of Michigan 19