ARTICLES OF ASSOCIATION OF TFF DIOCESE OF ivflssissippi CHAPTER OF THE VERGERS' GUILD OF THE EPISCOPAL CHURCH

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1 of association: ARTICLES OF ASSOCIATION OF TFF DIOCESE OF ivflssissippi CHAPTER OF THE VERGERS' GUILD OF THE EPISCOPAL CHURCH To further common purposes, the members have agreed to organize under these articles ARTICLE I The name of this association shall be the Diocese of Mississippi Chapter, Vergers' Guild of the Episcopal Church. ARTICLE TT The principal office of the association shall be at 1818 Aztec Drive, Jackson, Mississippi The association may have such other offices as may from time to time be designated by its members or its executive committee. ARTICLE ill Purposes: a) To encourage, through the fellowship and work of the Chapter, the sharing of ideas, skills and pertinent information among the members. b) To promote communication between members of the Chapter at all levels as a way of maintaining the pastoral, administrative and liturgical traditions of the office of Verger in the Episcopal Diocese of Mississippi. c) To provide mutual assistance by advice and counsel with on-the-job problems experienced by members of the Chapter. d) To organize and promote courses of training in the office of Verger. e) To foster a relationship between the clergy and Vergers. f) To be open to the needs and concerns of the laity. g) To promote the ministry and office of Verger within the Episcopal Diocese of Mississippi. h) This association is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 ( c )(3) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code. ARTICLE TV No part of the net earnings of the association shall enure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the association shall be authorized and empowered to pay reasonable compensation for services rendered, expenses incurred, or to make payments and distributions in the furtherance of the purposes set forth in Article m hereof. No substantial part of the activities of the association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the association shall not carry on

2 any other activities not permitted to be carried on: (a) by an association exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code; or (b) by an association, contributions to which are deductible under Section 170( c )(2) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code. ARTICLE V Upon the dissolution of the association, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code, or shall be distributed to the Episcopal Diocese of Mississippi. ADOPTED this the 5th day of August, 1995, at the Duncan M. Gray Conference Center, Madison County, Mississippi. President M~!~~~G Secretary ~~~--- THOMAS H. F~~ Treasurer 2

3 THE BY-LAWS OF THE DIOCESE OF MISSISSIPPI CHAPTER, VERGERS' GUILD OF THE EPISCOPAL CHURCH ARTICLE I - NAME The name of the organization shall be the DIOCESE OF MISSISSIPPI CHAPTER, VERGERS' GU1LD OF THE EPISCOPAL CHURCH, hereinafter referred to in these By-Laws as the Chapter. ARTICLE II - PURPOSES A. To encourage, through the fellowship and work of the Chapter, the sharing of ideas, skills and pertinent information among the members. B. To promote communication between members of the Chapter at all levels as a way of maintaining the pastoral, administrative and liturgical traditions of the office of Verger in the Episcopal Diocese of Mississippi (hereinafter, "the Diocese"). C. T_o provide mutual assistance by advice and council with. on-the-job problems experienced by members of the Chapter. D. To organize and promote courses of training in the Office of Verger. E. To foster a relationship between the clergy and vergers. F. To be open to the needs and concerns of the laity. G. To promote the Office and Ministry of Verger within the Diocese. ARTICLE III - SEAL The Executive Committee of the Chapter may adopt an appropriate seal or coat of arms which may be engraved, printed, impressed or otherwise affixed to any correspondence, document or other appurtenance approved by the Chapter. ARTICLE IV - MEMBERSHIP A. CLASSES: There shall be four classes of Membership, to wit: regular members, life members, honorary members and associate members. Such of the following as are duly admitted as hereinafter provided shall be members of the Chapter. 1. Regular membership includes those who function, or have functioned, as vergers, full-time, part-time or as volunteers in parish or mission churches, chapels or cathedrals of the Diocese, whose ability and interest enables them to contribute toward the purposes and objectives of the Chapter.. 2. Life membership includes regular members who have reached the age of retirement and wish to remain active members of the Chapter. They shall have reduced dues status and retain all privileges of regular members. 3. Honorary membership may be conferred by majority vote of the regular and life members at any full meeting of the Chapter upon deserving persons. They shall have dues-free status, may participate at meetings, but may or may not vote at the discretion of the Executive Committee nor shall they be eligible to hold office in the Chapter. 4. Associate membership includes those interested persons from outside the 1

4 Diocese who serve as a verger in their home church and who wish to participate in activities of the Chapter, and includes those interested persons from within the Diocese who have not held the office of Verger in any parish or mission. Dues for associate members shall be the same as that required of regular members, but associate members shall not be eligible for election to office in the Chapter nor be eligible to vote. B. ADMISSION TO THE CHAPTER: Any person interested in the purposes and objectives of the Chapter may apply for membership by filling out an application form from the Secretary of the Chapter. Upon receipt of the same by the President and appropriate review, proper notification shall be submitted to.the candidate for membership. C. DUES: Members of the Chapter shall be assessed annual dues in an amount set by the Executive Committee. A change in the amount of dues may be proposed to the Executive Committee and must be approved by majority vote of the members at an Annual Meeting. Such a change would apply to all dues assessed after the date of the Annual Meeting. D. PAYMENT OF DUES: Members must pay dues by a date prescribed by the Executive Committee. Those in arrears for longer than three months shall be terminated as members. Membership may, however, be restored by payment of back dues plus a reinstatement fee, the amount of which shall be detennined by the Executive Committee. ARTICLE V- EXECUTIVE COMMITTEE A. The governing body of the Chapter at times apart from the Annual or Semi-annual Meeting of the entire Chapter shall consist of the Executive Committee. The Executive Committee shall include the President, Vice President, Secretary, Treasurer and a Director chosen from each Convocation of the Diocese. Where there are two or more members of the Chapter in any given Convocation, such members shall elect a Director at the Annual Meeting of the Chapter; in any case where there be only one member of the Chapter in any given Convocation, such member shall be the Director from such Convocation. Each member of the Executive Committee shall have one vote. B. ELECTION OF OFFICERS AND DIRECTORS: 1. The officers of the Chapter shall be elected by secret ballot cast by those members of the Chapter at each Annual Meeting of the Chapter. 2. One director from each Convocation of the Diocese shall be elected or appointed in accordance with the provisions of Article V-A. No Convocation shall be authorized a director of the Chapter unless such Convocation have at least one member of the Chapter resident in such Convocation. 3. Election of Officers shall take place at the Annual Meeting of the Chapter. Officers shall be elected for three (3) year terms based on The Lectionary as defined on page 888 of THE BOOK OF COMMON PRAYER. The Vice President shall be elected in Year "A" as defined by The Lectionary; the President, who shall be a member in good standing of the Vergers' Guild of the Episcopal" Church, shall be elected in Year "B"; and the Secretary and Treasurer in Year "C"; provided, however, that all three Officers shall be elected at the Initial Meeting of the Chapter held on August 5, 1995, and shall serve until they are scheduled for re-election in accordance with this Article V-B.3. Not less that Sixty (60) days prior to the Annual Meeting, the names of those on the Nominating Committee shall be communicated to all members, who shall have the opportunity to suggest possible nominees for each office. Additional nominations 2

5 for any office may be made from the floor of the Annual Meeting. A candidate shall be elected by a majority vote of those voting in person; if no one candidate has a majority, a run-off election shall be immediately held and a candidate shall be elected by majority vote. 4. The Executive Committee may, in its discretion, appoint a chaplain or spiritual adviser for the Chapter. C. VACANCIES: 1. In the event a vacancy occurs in the office of President due to death, resignation, incapacity to fulfill the duties of the office, or removal from the Diocese on a permanent basis, the Vice President shall fill the unexpired term until the next regular election. 2. All vacancies other than that of President shall be filled by appointment by the President to be subsequently confirmed by a majority vote of the Executive Committee held within ninety (90) days of such appointment. 3. A vacancy may be filled only for a term of office continuing until the next election. D. RESIGNATIONS: A member of the Executive Committee may resign in writing to the President or Secretary of the Chapter. The resignation shall be effective upon its receipt by the President or Secretary or at a subsequent date set forth in the notice of resignation. A member of the Executive Committee may be removed for cause by a majority vote of the Chapter. E. NOMINATING COMMITTEE: The Nominating Committee of the Chapter shall be composed of not less than three and not more than five members of the Chapter; not more than two of the members of the Nominating Committee shall be current members of the Executive Committee. All members of the Nominating Committee shall be appointed by the President in sufficient time to comply with the requirements of Article V-B.3., and shall also appoint a Chair of the Committee. The Nominating Committee shall meet not less than thirty (30) days prior to the Annual Meeting of the Chapter and shall recommend a slate of candidates for office. Names of nominees shall be communicated to the membership of the Chapter at least ten days in advance of the date of the Annual Meeting. F. OTHER COMMITTEES: Other committees consisting of members of the Chapter who may or m!ly not be members of the Executive Committee may be formed for specific purposes as deemed necessary by the Executive Committee. These committees shall be reviewed and appointed annually by the Executive Committee. ARTICLE VI - DUTIES OF OFFICERS AND DIRECTORS A. The President shall: I. Be the chief executive officer and the official representative of the Chapter to the Vergers's Guild of the Episcopal Church; 2. Preside at all meetings of the Chapter; 3. Appoint the chair of standing and special committees, and fill vacancies occurring in all committees with the approval of the Executive Committee; 4. Appoint a Parliamentarian for the Full Meeting of the Chapter, in his or her discretion; 5. Initiate necessary correspondence to the chapter and supervise the preparation of the Annual Report of the Chapter; 3

6 6. Perform all other duties pertaining to the office of President. B. The Vice President shall: 1. Preside in the absence or incapacity of the President; 2. Fill the unexpired term of President in the event of a vacancy in that office as provided in Article V -C. 1. ; 3. Serve in such other capacities as may be requested by the President or Executive Committee. C. The Secretary shall: 1. Record the minutes of all meetings of the Chapter and the Executive Committee; 2. Maintain an accurate membership list with the names, church affiliations, addresses and telephone numbers; 3. Present a copy of the minutes of each meeting of the Chapter or Executive Committee to the President within two weeks after each such meeting. D. The Treasurer shall: 1. Be custodian of all funds collected, keeping an accurate record of all monies received; same; 2. Collect all dues from members, and providing an acknowledgment for the 3. Pay all bills upon presentation of proper written notification; 4. Submit all books and records for financial review at least thirty (30) days prior to the Annual Meeting and at other times as may be requested by the Executive Committee; 5. Provide to the President an Annual Financial Statement for the Chapter for inclusion in the Chapter's Annual Report; 6. Deliver to a successor all financial records, statements and files within thirty (30) days of leaving office. D. The Directors shall: 1. Act as interface between the Chapter and the Dean of such Director's Convocation concerning the affairs of the Chapter; 2. Promote the purposes and objectives of the Chapter in the Convocation which such Director represents. ARTICLE VII - MEETINGS OF THE CHAPTER A. ANNUAL MEETING: 1. The Annual Meeting of the Chapter shall be held coincidentally with the Annual Council of the Diocese of Mississippi, at a place and time to be determined by the Executive Committee during such Annual Council. 2. At the Annual Meeting, the officers, or such of them as may be appropriate in accordance with these By-Laws, shall be elected by the members of the Chapter. Prior to the meeting, the names of those appointed to the Nominating Committee shall be communicated to the members of the Chapter who shall have the opportunity to suggest names of possible candidates for each office. The President shall present to the Chapter an Annual Report covering the membership and activities of the Chapter for the past year as well as the financial affairs of the Chapter for the past year. 4

7 B. SEMI-ANNUAL MEETING: During the month of June or July of each year, a Semi-annual Meeting of the Chapter shall be held at a time and place determined by the Executive Committee upon the invitation of a host verger(s). Due consideration shall be given to fair geographical distribution of the Semi-annual Meeting from year to year. The purpose of the Semi-annual Meeting shall be fellowship, worship and such other activities as may advance the purposes and objectives of the Chapter. C. MEETINGS OF THE EXECUTIVE COMMITTEE: A regular meeting of the Executive Committee shall be held immediately following the Annual Meeting of the Chapter to organize and transact such business as may be properly presented to the Executive Committee; likewise, the Executive Committee shall meet at some time during the Semi-annual Meeting of the Chapter. D. OTHER MEETINGS: Other meetings of the Executive Committee may be held at any time upon the call of the President or at the request of any member of the Executive Committee, and the Secretary shall call such meeting. E. QUORUM AND VOTING: 1) For the purposes of the Annual Meeting of the Chapter, those present and eligible to vote shall constitute a quorum for the transaction of business. The vote of a majority of those voting at a meeting at which a quorum is present constitutes the action of the Annual Meeting. 2) For meetings of the Executive Committee or other committees, fifty percent (50%) of the membership of such committee, plus one (1), shall constitute a quorum. F. PARLIAMENTARY ORDER: Robens Rules of Order, Revised, shall be used to order the proceedings of the Chapter in all cases not otherwise provided for in the By-Laws of the Chapter. G. PARTICIPATION BY ELECTRONIC MEANS: A meeting of the Executive Committee, other than at the Annual and Semi-annual Meetings of the Chapter, may be conducted by means of telephone conference calls or similar communications equipment so long as all persons participating in the meeting can hear each other. Such participation constitutes presence in person at the meeting. A meeting of a committee, or a joint meeting of one or more committees and the Executive Committee, may be conducted in the manner herein specified. ARTICLE VII - FINANCIAL The monies of the Chapter are derived from dues, donations and grants paid to the Treasurer of the Chapter. All monies in possession of the Chapter shall be held in depositories as designated by the Executive Committee. All checks or demands for money and notes of the Chapter shall be signed by the Treasurer or President, or, at the discretion of the Executive Committee, the Treasurer and such other officer or officers as the Executive Committee may from time to time designate. ARTICLE IX- DECLARATION OF UNITY The Diocese of Mississippi Chapter of the Vergers' Guild of the Episcopal Church declares that it is an affiliate of the Vergers' Guild of the Episcopal Church (V.G.E.C.) and shares with the Guild a common unity of purpose in their endeavor to support the Office and Ministry of the Verger in the Diocese of Mississippi, the Episcopal Church in the United States 5