BYLAWS OF Grace Episcopal Church, Walker s Parish

BYLAWS OF Grace Episcopal Church, Walker s Parish ARTICLE I Authority Acknowledged The Parish accedes to the doctrine, discipline and worship of the Constitutions and Canons of The Episcopal Church, and to the Constitution and Canons of The Episcopal Diocese of Virginia, and acknowledges their authority. ARTICLE II Members Section 1. Ordinary Members. All persons who have been baptized, whether in the Episcopal Church or in another Christian Church, and whose Baptisms have been duly recorded in the Episcopal Church, and who regard Grace Episcopal Church, Walker s Parish (the "Church") as their regular place of worship, shall be Ordinary Members of the Church. Section 2. Voting Members. Every person not less than 16 years of age who has been an Ordinary Member of the Church for at least three months preceding the day when the person may wish to vote, and who shall have been, for the period aforesaid, a communicant in good standing in the Episcopal Church and enrolled as such in the records of the Church, shall be a Voting Member thereof, with the right to vote in the election of Vestry members and upon all other matters having to do with the affairs of the Church. A communicant in good standing means a member of the Church not less than 16 years of age who has received Holy Communion in the Church at least three times in the preceding year, and who for the preceding year has been faithful in corporate worship, unless for good cause prevented, and has been faithful in working, praying and giving for the spread of the Kingdom of God. The Rector (or the Curate or Associate Rector, if there be one, and in the Rector's absence) shall maintain a current list of communicants in good standing, determined in the Rector's best judgment according to the Canons of the Episcopal Church. In the event of any dispute as to eligibility of any voter, the question shall be referred to the Vestry for resolution. If the determination by the Vestry is not satisfactory to the objecting party or group, and if the differences cannot be resolved after consultation with the Bishop of the Diocese, the matter shall be referred to a panel of three arbitrators, communicants in good standing of one or more other parishes or congregations in the Diocese of Virginia, one of whom shall be named by the objecting panty or group, one by the Vestry and the third by the two arbitrators so named. The decision of such panel shall be binding on all parties. ARTICLE III Meetings Section 1. Annual Meetings. There shall be an annual meeting of the Voting Members of the Church at which all Ordinary Members shall be welcome but shall have no vote, on the second Sunday of each February, or as soon thereafter as the Vestry shall determine. The business to be transacted at the annual meeting of Voting Members shall include the election of Vestry members, consideration and action upon reports of the Rector, Officers, Vestry members, Commissions and ad hoc 1

committees, and any other business within the power of the Church as a religious corporation of the State of Virginia. Section 2. Special Meetings. At any time during the interval between annual meetings, special meetings of the Voting Members, at which all Ordinary Members shall also be welcome, may be called by the Rector or by not less than one-third of the members of the Vestry, or upon the written request of not less than twelve Voting Members filed with the Rector or with the Senior Warden. Section 3. Notice and Place of Meetings. All meetings of members, both annual and special, shall be held at the Parish House (or for good reason, in the Church nave) at the time specified in the notice. Notice of all meetings shall be given by announcement at services in the Church on at least two Sundays immediately preceding the date of the meeting, and by publication in the weekly bulletin of the Church, in not less than two issues preceding the meeting. Such notice shall indicate whether the meeting is an annual meeting or a special meeting, and if a special meeting, the business to be transacted. No business other than that specified in the notice shall be transacted at special meetings. Section 4. Resolutions. Except as these Bylaws and parliamentary authority may otherwise provide, resolutions shall be carried by the affirmative votes of a majority of those present and voting. Section 5. Rules of Procedure. In all matters of parliamentary procedure not governed by canon or these Bylaws, the latest edition of Robert s Rules of Order shall govern. ARTICLE IV The Vestry Section 1. Eligibility. Every Voting Member of the Church, as defined in Article 2, Section 2, who has also been confirmed, shall be eligible to serve as a Vestry member. Section 2. Number and Term of Office. The Vestry of the Church shall consist of the Rector and twelve lay members chosen from among the Voting Members. The Rector shall have only a casting vote in the event of a tie. Of the twelve lay members, four shall be elected each year and shall serve a three-year term. A lay member shall take office as Vestry member immediately upon election. No lay member shall be eligible for renomination and re-election to the Vestry for a period of one year after the member s term expired; provided, however, that prior service on the Vestry in filling a vacancy shall not be disqualification for re-election. Section 3. Nomination. Voting Members shall be nominated to serve as Vestry members in the following manner: At least three months in advance of each annual meeting, the Rector (or in the Rector's absence, or if the cure be vacant, the Senior Warden) shall appoint the then serving Vestry as the Nominating Committee of the Whole. The congregation will be given prior notice of the Nominations Committee meeting and may make preliminary suggestions of candidates to a member of the Committee of parishioners to consider at the Committee meeting. The Nominating Committee shall nominate at least as many Voting Members as there shall be vacancies to be filled at the annual meeting. Nothing in Section 2 is intended to limit the Nominating Committee from nominating any Voting Member to serve as a member of the Vestry. The Nominating Committee shall select a slate of nominees a least one month prior to the annual 2

meeting and shall immediately make them known to the congregation by publication in the Church bulletin and such other means deemed appropriate. Nomination from the congregation can be submitted via a form submitted to the Nominating Committee. Any Voting Member may nominate a candidate or candidates for the office of Vestry member by submitting such nomination or nominations, over the Voting Member's signature, to the Registrar at least two weeks prior to the annual meeting. The Vestry shall immediately make known to the congregation by publication in the Church bulletin, or by such other means as the Vestry may deem appropriate, the names of any such additional nominees. A Voting Member may be nominated from the floor at the time of the election. No person's name shall be placed in nomination without the prior consent of the person. Section 4. Election. Vestry members shall be elected at the annual meeting by the Voting Members present and voting thereat. Voting by proxy shall not he permitted. Those receiving the highest number of votes for the vacancies to be filled shall be deemed elected. If there be a tie vote for the last of the vacancies, the tie shall be resolved by another ballot for the tied candidates; if there is then another tie, it shall be resolved by lot. Section 5. Vacancies, Resignations, and Absences. (a) If by reason of death, resignation or any other cause a vacancy shall occur in the Vestry, the remaining Vestry members may, by a majority vote of those present at a duly constituted meeting, elect an eligible person to fill such vacancy. The person so elected shall then serve the unexpired term and shall be eligible for nomination and re-election at the end of such unexpired term. (b) A member of the Vestry may resign at any time by tendering his or her resignation in writing to the Rector or to a Warden. The Vestry need not accept the resignation to be effective. (c) Three unexcused absences by a Vestry member within a calendar year constitute an automatic resignation. The definition of "unexcused" is having not informed in advance either the Rector (or Priest-in-Charge) or any Vestry member attending of their absence. Filling the unexpired term will be conducted in accordance with Section 5(a) above. Section 6. Duties. (a) It shall be the duty of a Parish Vestry to elect a Rector. The Vestry shall cooperate with the member of the clergy in charge for the promotion of the spiritual welfare of the cure; shall see that the member of the clergy in charge is properly supported, and that salaries and pension fund premiums be paid with regularity and punctuality; and shall inform the Diocese on or before December 31st each year of the amount pledged toward the operating account of the Diocese and to see that the pledged sum is remitted to the Diocese in regular installments. Further, it shall be the duty of the Vestry to make and execute all contracts for the erection, furnishing and preservation of the church edifice and other church property; to regulate the use of the Cemetery; to make proper provision for sacred music, subject to the control of the Rector; to provide for the appointment of trustees under the code of Virginia to hold the legal title to the Church property; and generally to act as agents of the Parish in its temporal business. (b) It shall be the joint duty of the Rector and Vestry of a Parish to submit to the Bishop by the 1st of March, or as soon as possible thereafter, the Annual Parochial Report for the preceding year and additional Parish data as required for the Journal of Council. (c) It shall be the duty of the Vestry, when the position of Rector of a parish becomes vacant to give notice to the Bishop, or if there be no Bishop, to the President of the Standing Committee. Section 7. Meetings. 3

(a)the Vestry should have regularly scheduled meetings. Vestry meetings are open to all members of the Parish, except when the Vestry votes to convene in executive session. A majority of the members including the Rector, if there is one, shall constitute a quorum and a majority vote of those present, except otherwise noted in these by-laws, shall determine any matter presented. No member of the Vestry shall be permitted to vote by absentee ballot or proxy. The records of the Vestry shall be open to all members of the Parish. (b) The Vestry need not give notice of regular meetings or specify a purpose. The Rector or any two members of the Vestry may call a meeting of the Vestry. The person or persons calling a special meeting must give notice to each Vestry member of the time, place (if any), date and purpose of the meeting. No business shall be transacted at a special meeting except that specified in the notice. (c) The latest edition of Robert s Rules of Order shall govern all matters of parliamentary procedure not governed by canon or these Bylaws. (d) A three quarters affirmative vote of the Vestry is required to approve any expenditures, contracts, projects or campaigns costing more than five thousand dollars ($5,000.00). Votes may be conducted by email if necessary. (e) The Vestry, with approval by the Senior Warden, reserves the right to have electronic communications and votes to take immediate action on pressing matters. All decisions will be reviewed and recorded at the next regular meeting. Section 8. Quorum and Presiding Officer. Officers who are not members of the Vestry shall not be counted for purposes of determining a quorum. The Rector shall preside at all meetings of the Vestry at which the Rector is present, unless the Rector designates the Sr. Warden. In the absence of the Rector, the Senior Warden, or in the Senior Warden's absence, the Junior Warden, shall preside. The presiding officer may vote only in the case of a tie. ARTICLE V Officers Section 1. Titles of Officers. The officers of the Church shall be the Rector, a Senior Warden, a Junior Warden, a Registrar, a Treasurer. and such other officers as the Vestry may from time-to-time designate. Section 2. Election. The Senior Warden, Junior Warden, Registrar, and Treasurer, shall be elected annually by a majority vote at the first meeting of the Vestry held after the annual meeting. Persons previously holding such offices may be re-elected to successive terms. The Treasurer and Assistant Treasurer must be Voting Members of the Church and may be, but need not be, members of the Vestry. The Sr. Warden, the Jr. Warden and the Registrar shall be Vestry Members. Any vacancy in any elective office shall be filled for the unexpired term thereof by the Vestry. Section 3. The Rector. The Rector of the Church shall be the spiritual leader of the Church and shall perform such duties and shall have such powers as may be prescribed by the Constitution and Canons of the Episcopal Church and of the Diocese of Virginia. The Rector shall preside at all meetings of the Vestry at which the Rector is in attendance. The Rector shall be elected by majority vote of the entire Vestry and, unless otherwise provided in the terms of the call, the Rector shall continue to serve until death or resignation, or until the pastoral relationship is severed by mutual consent of the Rector and Vestry and approved by the Bishop or Ecclesiastical Authority of the Diocese of Virginia. 4

Section 4. Curates, Assistant and Associate Rectors. The Vestry may from time-to-time call clergy to assist the Rector in administering the spiritual well-being of the Parish. The terms of such a relationship shall be negotiated and reduced to a writing signed by the person called and by the Rector, Wardens and Vestry; provided, however, the Vestry may by resolution authorize the Rector and Wardens to sign the contract. The contract maybe for a fixed or indefinite term and shall address such issues as duties, salary, housing, and other temporal matters. A person occupying such a position may not assume the duties of the Rector in the Rector's absence, or upon a vacancy in the cure; provided, however, if the terms of the contract do not prohibit such action, the Vestry may by resolution so delegate any or all such duties. Section 5. The Church Wardens. The Senior Warden shall serve as lay consultant and advisor to the Rector, lead Vestry Meetings upon Rector s absence or Rector s designation and shall perform such other duties as may be assigned by the Vestry. The Senior Warden shall be the senior lay officer of the Church and in the absence of the Rector, or if the cure becomes vacant, shall act as the spiritual leader of the Church. The Junior Warden shall have general responsibility for the understanding and implementation of the Policies and Procedures of Grace Episcopal Church, maintain a working knowledge of current Diocesean Communications and Policies and shall perform such other duties as may be assigned to the Junior Warden by the Vestry. Section 6. The Registrar. The Registrar shall record the minutes of all meetings of the Vestry and of the Voting Members in a suitable minute book which shall be maintained in the Church office. The Registrar shall be charged with the responsibility for keeping up-to-date two copies of the Bylaws which shall be open to inspection in the Church office at reasonable business hours by an Ordinary Member or Voting Member of the Church. In addition, the Registrar shall perform such other duties as may be assigned to the Registrar by the Vestry. The Register may be elected to a no more than three consecutive years and shall be ineligible for one year before reelection to that office unless a majority of the Vestry votes to override this restriction. Section 7. The Treasurer. The Treasurer shall keep the financial records of the Church and shall have general custody of all Church funds, securities and other investments. All monies received by the Church shall be under the Treasurer's direction. The Treasurer shall make a report as to the general financial condition of the Church at the annual meeting of the Voting Members and such other reports from time-to-time as the Vestry may request. Section 8. The Assistant Treasurer. The Vestry may at any time or from time-to-time elect one or more Assistant Treasurers who shall do and perform such duties of the Treasurer as the Treasurer may assign to them. Section 9. Other Officers. Such other officers as maybe designated by the Vestry from time-to-time shall have and perform such powers and duties as may be assigned to them by the Vestry. Section 10. Attendance of Officers at Vestry Meetings. All officers who are not members of the Vestry shall he invited to attend all meetings of the Vestry. Officers who are not Vestry members may offer advice and counsel to the Vestry, but shall not be entitled to vote at Vestry meetings. The Rector 5

5.1. Election. The Rector shall be elected by the Vestry at a meeting duly called for that purpose by the Vestry. Such an election shall not take place, however, until all action that is required by Diocesan canon has been taken. No person shall be eligible for the office of Rector unless he or she is a qualified ordained minister of The Episcopal Church and has been certified by the Bishop to be in good standing. 5.2. Duties. The Rector shall have jurisdiction over the spiritual affairs of the Parish and direct the Parish staff. The Rector, or a Warden, shall preside at meetings of the Parish and the Vestry. 5.3. Annual Parochial Reports. The Parish prepares annually a report for the year ended December 31, in the form and with the content required by the Diocese. The preparation and delivery of the annual Parochial Report is the joint duty of the Rector and the Vestry or their designee. 5.4. Maintenance of Parish Registry and Other Records. The Rector, or the Wardens if there is no Rector, shall maintain a Parish Registry, in the form adopted by the General Convention, to record all baptisms, confirmations, marriages and burials. The Rector is the custodian of the Parish Registry, and great care shall be taken to preserve the Registry and other church records. 5.5. In the Absence of a Rector. In the absence of a Rector, the Wardens shall preside according to seniority by title at all meetings of the Parish and the Vestry. Responsibility for maintaining parish records and reports is overseen by the Wardens if there is no Rector. ARTICLE VI Organizations 9.1. Commissions/Committees. The Vestry and Rector are supported by the work of commissions and committees, which are subject to the supervision and ultimate control of the Rector and the Vestry. The Vestry may create and charge commissions or committees to undertake specific tasks in the governance of the Parish. The Rector, with the advice and consent of the Vestry, appoints the committee members, including the chairs. Each such commission or committee dissolves upon completion of its work. 9.2. Guilds and other Parish Organizations. The Parish may support and encourage guilds and other Parish organizations to assist in its missions. These organizations report at least annually at the Parish s annual meeting and are subject to the supervision and ultimate control of the Rector and the Vestry. 9.3. Diocesan and Regional Council Delegates Election of Lay Delegates. Each year the Lay Delegates from the Church to the Annual Council of the Diocese of Virginia and to the Regional Council XV shall be elected by the Vestry. The congregation will be given prior notice of this Vestry meeting and may make preliminary suggestions of candidates to a member of the Vestry of parishioners to consider at the meeting. Possible delegates are subject to the same eligibility requirements for vestry service of Article IV, Section 1 above, and then nominated and elected by the Vestry by a majority vote no later than April 1. ARTICLE VII 6

Fiscal Matters Section 1. Fiscal Year. The fiscal year of the Church shall be the calendar year. Section 2. Signature to Commercial Paper. All checks and drafts shall be made, drawn and endorsed in the name of the Church in such manner as the Vestry may from time-to time authorize. Section 3. Limitation on Expenditures. The Vestry may by resolution passed at the time of budget approval, or from time-to-time thereafter, place a limit on expenditures; expenditures above such a limit shall require prior Vestry approval. In the absence of such a resolution, no expenditure may exceed $1000.00 without Vestry approval. The Vestry may give blanket authority for expenditures by line item within the approved budget. Such approval shall be in the form of a resolution. Section 4. Audit. The financial books and records of the Church shall be audited annually by a certified public accountant, or by a committee of three Ordinary Members of the Church, not including the Treasurer,or by a qualified person designated by the Vestry, in either case, said auditor[s] to be chosen by the Vestry. Such audit shall be submitted to the Vestry as soon as possible following the close of the fiscal year and shall be filed with the records of the Church. Section 5. Fidelity Bond. The Treasurer and such other officers, employees or other persons handling Church funds, whether salaried or non-salaried, as the Vestry may direct from time-to-time, shall be bonded for the faithful performance of their duties at the expense of the Church, in such amounts and by such surety companies as the Vestry may determine. Section 6. Funds. (a) The handling of any or all of the cash, funds and investments of the Parish, including the purchase, custody, sale and transfer of the same, may be delegated by the Vestry to the Wardens, the Treasurer, the Finance Committee, and/or to the Endowment Committee of the Parish, either generally or as to specific instances, but subject to the ultimate direction and control of the Vestry. (b) Gifts made to specific designated funds outside of the general operating budget including, but not limited to, guilds, committees or ministries, often have constraints or conditions imposed by the donor restricting their use and should be segregated in bookkeeping records. Similarly, monies that have been set aside for a specific use outside of the general operating budget by the Vestry are designated and should be segregated in the bookkeeping records. Restricted and designated funds need not necessarily be held in separate accounts. Separate bookkeeping entries may be sufficient to maintain the segregation required of all restricted and designated funds. If restricted or designated funds are kept in a common interest-bearing account, care must be taken to allocate accrued interest properly among funds. In the event that separate funds do share the same account, special care must be taken so as to assure that the proper trustees, guilds and/or Committees of each of those funds remain the sole authority in the recommended use of their funds subject to all applicable procedures related to disbursements including that any recommended expenditures in excess of one thousand dollars ($1,000.00) must be approved by the Vestry. 7

Section 7. Indebtedness. The Parish shall have the authority to borrow money, provided that no indebtedness shall be incurred, renewed or extended by or on behalf of the Parish without the express approval of the Vestry; nor without the written assent of the Bishop and the Standing Committee in accordance with any of the canons of the Diocese of Virginia. Any such indebtedness equal to or greater than five thousand dollars ($5,000.00) requires an affirmative vote of three quarters of the Vestry. Section 8. Books of Account. The Treasurer keeps proper books of account for the Parish, prepares periodic interim financial statements at least monthly, and prepares annual financial statements. The financial statements consist of a statement of financial position (balance sheet), a statement of activities (income statement) and a statement of cash flows. The financial accounts are to be maintained and the audit conducted either in accordance with generally accepted accounting principles or in accordance with the Standards Manual of Business Methods in Church Affairs, as promulgated by the Episcopal Church and/or the Diocese of Virginia. Section 9. Annual Reports. An annual report of all business and financial matters of the Parish, including a complete financial statement shall be prepared by or under the direction of the Treasurer, approved by the Vestry and distributed to the Parish before each annual meeting of the Parish. Section 10. Gifts and Memorials. No object intended as a permanent addition to the property of the Parish, or to be used for public worship, shall be accepted as a gift or memorial without the approval of the Rector and the Vestry, subject to such conditions as they may prescribe. All objects so accepted may be altered, removed or disposed of when deemed necessary or appropriate by the Vestry. The names of the donors of and of the persons memorialized by such gifts and memorials, any terms and conditions of the gift and the dates of acceptance shall be preserved in the permanent records of the Parish. Section 11. Real Property. All buildings of the Parish and their contents shall be kept adequately insured. The Vestry may not encumber or alienate any real property of the Parish without the written consent of the Bishop in accordance with the Diocesan Canons; and any such action regarding an amount equal to or greater than five thousand dollars ($5,000.00) requires an affirmative vote of three quarters of the Vestry. ARTICLE VIII Other Church Records; Agents 11.3. Agents of the Parish. The Parish may delegate to the Rector, one or both Wardens or the Treasurer, generally or as to specific instances, or to any trustee or agent of the Parish as to specific instances, due authority to execute and deliver, on behalf of the Parish, such contracts, deeds, mortgages, notes, bonds, checks, drafts and other instruments and documents as the Vestry may deem necessary or proper. Without a general or specific delegation of authority, residual authority shall lie with the Rector, the Wardens or the Treasurer, or any of them. The Vestry may appoint such trustees, agents and representatives of the Parish (including legal counsel) and delegate to them due authority to perform such acts and duties for the Parish as the Vestry sees fit, consistent with these Bylaws and with the Church Canons and Diocesan Canons. Except as provided in these Bylaws or as specifically authorized by the Vestry, no Vestry member, officer or employee of the 8

Parish or any other person shall have the power or authority to bind the Parish by any contract or transaction or to render it legally or financially liable for any purpose or in any amount. ARTICLE IX Amendments to Bylaws These Bylaws may be amended by a two-thirds vote of the entire Vestry on the occasion of their second meeting following first consideration of the amendment and publication to the Parish prior to the Vestry s final vote. ARTICLE X Adoption of these Bylaws These Bylaws shall be submitted to and approved by a majority vote of the entire membership of the Vestry of the Church and shall be recommended to the Voting Members of the Church for favorable action at any Annual Meeting of such members or at any special meeting called for that purpose. Copies of these Bylaws shall be reproduced and made available to such members for their inspection at least ten days prior to the meeting at which they are submitted for approval. If ratified by a majority vote of the Voting Members attending such meeting, the Bylaws shall stand adopted. This Article X, being of a transitory nature, shall stand repealed immediately upon adoption of these Bylaws. Adopted by Vestry January 10 th, 2012 Amended July 8, 2014; February 9, 2014; February 7 th, 2012 9