THE RECTOR, WARDENS AND VESTRY OF THE CHURCH OF THE MESSIAH

BY-LAWS of THE RECTOR, WARDENS AND VESTRY OF THE CHURCH OF THE MESSIAH Incorporated under the New York State Religious Corporations Law On the 18 th Day of AUGUST, 1852 pg. 1

Contents ARTICLE I. NAME AND PURPOSE OF THE CORPORATION... 3 SECTION 1.01 NAME.... 3 SECTION 1.02 THE CHURCH OF THE MESSIAH PRECEPTS.... 3 ARTICLE II.CHURCH GOVERNANCE... 3 SECTION 2.01 COMPOSITION OF GOVERNING AUTHORITY.... 3 SECTION 2.02 ALLOCATION OF AUTHORITY AND RESPONSIBILITY... 4 ARTICLE III. ANNUAL MEETING OF THE CORPORATION AND SPECIAL MEETINGS... 5 SECTION 3.01 PURPOSE OF THE ANNUAL MEETING.... 5 SECTION 3.02 CANDIDATES FOR ELECTION AT THE ANNUAL MEETING... 5 SECTION 3.03 PROCEDURAL NORMS FOR THE ANNUAL MEETING... 6 SECTION 3.04 SPECIAL MEETINGS... 7 ARTICLE IV. VESTRY... 7 SECTION 4.01 PROCEDURAL NORMS OF VESTRY MEETINGS... 7 SECTION 4.02 SUBSTANTIVE DUTIES, OBLIGATIONS, AND LIMITATIONS OF THE VESTRY... 9 ARTICLE V. OFFICERS OF THE CORPORATION.... 13 SECTION 5.01 RESPONSIBILITIES OF THE RECTOR... 13 SECTION 5.02 RESPONSIBILITIES OF THE WARDENS... 13 SECTION 5.03 CLERK... 14 SECTION 5.04 TREASURER... 14 ARTICLE VI. COMMITTEES.... 16 SECTION 6.01 COMMITTEE CONTROL AND COMPOSITION.... 16 SECTION 6.02 REQUISITE COMMITTEES.... 16 ARTICLE VII. RESOLUTION OF DISPUTES BETWEEN THE RECTOR, VESTRY AND/OR PARISH... 17 SECTION 7.01 MATTERS IN DISPUTE.... 17 SECTION 7.02 ULTIMATE RESOLUTION.... 17 ARTICLE VIII. INTERPRETATION AND AMENDMENT OF BY-LAWS... 18 SECTION 8.01 CONTROL.... 18 SECTION 8.02 AMENDMENTS AND NEW BY-LAWS.... 18 pg. 2

Article I. Name and Purpose of the Corporation Section 1.01 Name. The name of the Corporation shall be THE RECTOR, WARDENS AND VESTRY OF THE CHURCH OF THE MESSIAH, Rhinebeck, New York (the Parish, the Corporation or the Church ), organized and incorporated as a not-for-profit corporation under the laws of the State of New York on August 18, 1852 and currently existing under Article 3 of the New York Religious Corporation Law. Section 1.02 The Church of the Messiah Precepts. The purpose for which the Corporation is formed is to serve God according to the Doctrine, Discipline, and Worship of the Episcopal Church in the United States of America ( ECUSA ). The Church of the Messiah is called and empowered as a community to reflect and proclaim the love of God in the world as we grow spiritually through worship, study and service. Article II. Church Governance Section 2.01 Composition of Governing Authority. (a) Vestry. The Vestry members act as trustees for the Parish. Its members are the Rector, the Wardens, and at large Vestry members. The Vestry is the authoritative body of the Corporation and is subject to the Diocesan and National Church Canons, and applicable civil law. (b) Vestry Officers. (i) Rector. The Rector is the Chief Executive Officer of the Parish and presiding Vestry member. (ii) Wardens. The Wardens are the senior members of the Vestry. (c) Appointed Officers. Church officers are appointed by the Vestry annually. (i) Treasurer. The Treasurer is the Chief Financial Officer. (ii) Clerk. The Clerk is the Secretary of the Vestry and Parish. (d) Compensation for Service. Vestry Members and officers of the Corporation, other than the Rector, shall serve voluntarily and without fee. pg. 3

Section 2.02 Allocation of Authority and Responsibility (a) Rector. As authorized by Ordination, Installation, Canon and Episcopal tradition, the Rector is the head of the Parish and shall have responsibility for all spiritual matters, including the direction of worship services, the conduct of Christian education, and the spiritual welfare of the Parish. For purposes of full and free discharge of that office, the Rector shall at all times be entitled to the use and control of Parish buildings, including furnishings and appurtenances. Whenever present, the Rector shall preside at Parish and Vestry meetings; and as Chief Executive Officer of the Parish the Rector shall have general oversight over the Parish and shall execute, upon approval by the Vestry, all deeds, mortgages, conveyances, or other instruments requiring execution by the Corporation. The Rector shall develop with the Vestry a job description and qualifications for the Rector, other Clergy and paid staff in accordance with the guidelines established under the Canons of the Diocese of New York. In consultation with the Vestry, the Rector may also perform any other duties, appropriate to the office, that serve to benefit the Parish, the Diocese, and the general community. (b) Vestry. As authorized by election at Annual Meetings, conducted in accord with Canon procedure and New York State law, elected Vestry members shall have charge of all Parish temporal affairs and shall assume full fiduciary obligation in relation to the management of Parish finances, property, and business matters. In consultation with the Rector the Vestry is required to provide and appropriately maintain a house of worship, with any necessary appointments, and to furnish whatever else is necessary to further the work of the Parish. In addition, the Vestry is responsible for helping to maintain a sound relationship between Rector and Parish. The Vestry should exercise Parish leadership with the Rector, be responsive to Parishioner concerns and cooperate with the Rector in promoting the temporal and spiritual welfare of the Parish. If the office of Rector falls vacant, the Vestry, under the leadership of the Wardens and in consultation with the Diocese, shall provide for interim worship, spiritual leadership and search for a successor. (c) Officers. Officers shall be responsible for serving the Rector and Vestry in the ongoing administration of Parish affairs. The Wardens shall be available to serve generally, in whatever capacity may be required. Appointed officers, accountable to the Vestry, serve specifically defined duties as described in these by-laws, Vestry guidelines, Episcopal Canon and state law. pg. 4

Article III. Annual Meeting of the Corporation and Special Meetings Section 3.01 Purpose of the Annual Meeting. The business of the Annual Meeting shall be to elect Wardens and at large Vestry members, and also to consider reports of the Rector, Officers, Vestry, and committees, and any other appropriate matters. Section 3.02 Candidates for Election at the Annual Meeting (a) Number, Qualifications and Terms. The Parish shall have two Wardens and nine at large Vestry members to be elected by ballot from persons qualified to vote in the election at which such members of the Vestry are to be chosen. No person shall be eligible for election as Warden unless he or she is also a communicant confirmed or received by a Bishop in the Episcopal Church. At each annual election, one Warden shall be elected to serve for a term of two years and three at large Vestry members shall be elected each to serve for a term of three years, and until their respective successors are duly elected and qualified. If prior to an annual election, a vacancy shall have occurred in the office of Warden or at large Vestry member by reason of death or resignation or otherwise, and there shall remain unexpired at the time of the annual election at least one year of the term for which such person was elected, the unexpired portion of the term remaining shall be filled at the Annual Meeting. (b) Limitation on Terms. Any person, the term of whose office as at large Vestry member is about to expire on the date of any Annual Meeting then to be held and who shall have served in such capacity continuously for a period of six years immediately preceding the Annual Meeting, is ineligible to hold the office of at large Vestry member for one year after his or her term of service has expired; and any person whose term of office as Warden is about to expire on the date of any Annual Meeting held and who has served in such capacity continuously for a period of six years immediately preceding such Annual Meeting, is ineligible to hold the office of Warden or the office of at large Vestry member for one year after their term of service has expired, provided that, in extraordinary circumstances, and with the permission of the Bishop of the Diocese of New York and upon notice to the parish, the Vestry may elect to dispense with such limitation. pg. 5

(c) Nominations. Nominations for the office of Warden or at large Vestry member shall be made by a nominating committee consisting of Parish members who will not be candidates in the upcoming election. All persons nominated by the committee must have first given their consent to being nominated. The committee shall nominate one or more qualified persons for each of the expiring and unexpired terms. Additional nominations in advance or from the floor shall be accepted. The qualifications of all candidates to stand for election will be reviewed by the Vestry and made known to the Parish at least two weeks prior to the Annual Meeting, or as soon as practicable. Section 3.03 Procedural Norms for the Annual Meeting (a) Date. The Annual Meeting of the Corporation shall be held, according to its certificate of incorporation, as amended, on or before the fourth Sunday in January of each year, or on such other date as the Vestry may designate, at an hour and place to be fixed by the Vestry. (b) Notice. Notice of meetings shall be given by announcement at all services in the Parish and by publication in the weekly bulletin of the Parish on at least two Sundays immediately preceding the date of the meeting. Such notice shall specify the place, day and hour of holding the Annual meeting and of polling hours as determined by the Vestry. The notice of the Annual Meeting shall also specify the name and term of office of each Warden and at large Vestry member whose term of office shall expire, or whose office shall then be vacant for any cause, and the name and office for which each candidate is standing for election. (c) Presiding Officer. The presiding officer of the Annual Meeting shall be the Rector, if there is one. If there is none, or the Rector is absent, one of the Wardens elected for the purpose by a majority of the duly qualified voters present or if no Warden is present, a member of the Vestry at large elected in like manner shall preside. Such presiding officer shall be the judge of the qualifications of the voters; shall receive the votes cast; and shall declare the result of the votes cast. The presiding officer of the Annual Meeting shall enter the proceedings of the meeting in the book of the minutes of the Vestry, sign his or her name thereto, and offer the same to as many qualified voters present as he or she shall think fit, to be also signed by them. (d) Qualified Voters. Voters must be18 years of age or more, or the minimum age determined by New York State and Canon law, who belong to the Parish, who have been baptized and are regular attendants of its worship and contributors to its support for at least 12 months prior to an Annual Meeting at which they are in attendance. The Rector shall maintain a list of members in accordance with policies adopted by the Vestry. pg. 6

(e) Quorum. One-tenth of the total number of members qualified to vote as described in Section 3.03 (d) above shall constitute a quorum at an Annual Meeting. (f) Voting. The action of an Annual Meeting upon any matter shall be decided by a majority of the qualified voters voting thereon. No votes may be cast by proxy. The polls shall remain open with hours set by the Vestry and may continue open longer in the discretion of the presiding officer or if required by a vote of a majority of the qualified voters present and voting. Section 3.04 Special Meetings (a) Special meetings of the Corporation may be held on any day at the hour and place fixed by the Vestry. (b) Procedural Norms for Special Meetings are the same as for Annual Meetings. (c) The notice of a Special Meeting shall specify the matter or question to be brought before such meeting, and no matter or question not specified in such notice shall be acted on at such meeting. Article IV. Vestry Section 4.01 Procedural Norms of Vestry Meetings (a) Notice and Schedule of Vestry Meetings. Regular meetings of the Vestry shall be held for the transaction of the usual matters of Parish business, and special meetings may be held whenever required for the transaction of special matters of business, provided, however, that no meeting of the Vestry, whether regular or special, shall be held unless either all of the members of the Vestry are present, or three days' notice of the meeting shall have been given to each member thereof, by the Rector by such means as offer reasonable assurance of receipt, or if there be no Rector or the Rector be incapable of acting, by one of the Wardens; except that 24 hours' notice of the first meeting of the Vestry after an Annual Meeting of the Corporation shall be sufficient if the meeting is held within three days after the Annual Meeting. If the Rector be unable to attend, a good faith effort shall be made to reschedule at a time the Rector can attend. If the Rector refuses or neglects to call a meeting of the Vestry, the Clerk of the Vestry, on the written request of at least two-thirds of all the Wardens and at large Vestry members, shall call a meeting of the Vestry by giving at least 15 days' written notice to each member of the Vestry. pg. 7

(b) Presiding Officer and Votes. The presiding officer of the Vestry shall be the Rector, or if there be none, or the Rector be absent, the Warden who shall be called to the chair by a majority of the votes, if both Wardens be present; or the Warden present, if but one be present. At each meeting of the Vestry, each Warden and each member of the Vestry at large shall be entitled to one vote. The Rector shall cast the deciding vote in case of a tie. Unless otherwise specified, actions require a simple majority vote of those present. (c) Quorum. In order that any business may be transacted at a meeting of the Vestry, there must be a quorum constituted as follows: (i) The Rector and at least a majority of the whole number of Wardens and at large Vestry members, or (ii) If the Rector be incapable of acting to call the meeting, or if having refused or neglected to call the meeting, the meeting shall have been called as provided by these by-laws, or if there is no Rector, then one Warden and one more than a majority of the at large Vestry members or both Wardens and a majority of the at large Vestry members. If the meeting proceeds in the absence of the Rector, no action shall be taken to impinge his rights. (iii) If the Rector be absent from the Diocese and has been absent for over four calendar months, or if the meeting be called by the Rector and the Rector is absent therefrom or be incapable of acting thereat, one Warden and a majority of the at large Vestry members or both Wardens and one less than a majority of the at large Vestry members. If the meeting proceeds in the absence of the Rector, no action shall be taken to impinge his rights. (iv) If a meeting begins with a quorum, but, by virtue of early departure of some members of the Vestry, no longer has a quorum, no further business that requires the approval of the Vestry shall be conducted. (d) Action by Conference Telephone or Other Electronic Means. Any one or more members of the Vestry or of any committee thereof may participate in a meeting of the Vestry or such committee by means of a conference telephone or other means that allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting. pg. 8

(e) Action by Written Consent. Any action required or permitted to be taken by the Vestry or any committee thereof may be taken without a meeting if all members of the Vestry or such committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Vestry or committee shall be filed with the minutes of the proceedings of the Vestry. (f) Non-Member Attendance. Vestry meetings, except for executive sessions, are open to members of the Parish, and guests invited by the Rector or Vestry members with the consent of the Executive Committee. Presentations to the Vestry may be made with at least two days notice to the Wardens or Rector so they can be added to the agenda. Non-Vestry members attending will not be entitled to vote. Executive Sessions, to be held at the request of the Rector, the Wardens or a majority of the at large Vestry members for discussion of one or more specific topics, are closed. All Vestry meetings shall be made known to the Parish at least 15 days prior to their occurrence or as soon as practicable. (g) Further Guidelines. The Vestry shall adopt a regular order of meeting and before each meeting distribute an agenda with time for comment. Additional Vestry norms may be included in a Vestry Policies and Procedures document. Section 4.02 of the Vestry Substantive Duties, Obligations, and Limitations (a) General Obligation. Vestry members, as trustees of the Corporation, shall have the custody and control of all temporalities including property, real and personal, belonging to the Corporation and of the revenues therefrom. They shall administer the same in accord with the fiduciary obligation inherent in trusteeship and in accord with Canon and civil law. They shall do so for the sole benefit of the Corporation or of some other religious, benevolent, or educational purpose authorized by the Vestry, and for no other purpose. (b) Standards of Fiduciary Duty (i) Members of the Vestry and Officers shall discharge the fiduciary duties of their respective positions in good faith and with that degree of diligence, care and skill that ordinarily prudent persons would exercise under similar circumstances in like positions. pg. 9

(ii) Reliance Upon Financial Statements. In discharging their duties, the members of the Vestry and Officers, when acting in good faith, may rely upon financial statements of the Corporation represented to them to be correct by the Treasure or other officer having charge of its books of accounts, or stated in a written report by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Corporation. (iii) Conflict of Interest. The Vestry shall maintain a conflict of Interest policy compliant with New York State law. (c) Specific Obligations (i) Corporate Instruments. All deeds, contracts and other instruments of the Corporation shall be executed under and by direction of the Vestry. Financial transactions, investments, and obligations shall be governed by policies the Vestry shall adopt and if necessary amend from time to time. (ii) Restrictions on Major Acts. The Vestry shall not take any measure to effect the sale, mortgage, lease or other disposition of the real property of the Corporation, or the sale or disposition of the capital or principal of the personal property of the Corporation unless the Rector, if the Parish then have one, be present. The Vestry shall not make application to the NYS Attorney General or other civil authority for leave to sell, mortgage or lease for a term exceeding five years any of the Corporation's real property (as in such cases by law required) without the consent of the Bishop of the Diocese of New York and of the Standing Committee thereof, provided, however, that if the see be vacant, or if the Bishop be absent or unable to act, the consent of the Standing Committee with their certificate of the vacancy of the see or of the absence or disability of the Bishop shall suffice. (iii) Budget 1) Fiscal Year. The Fiscal Year of the Corporation shall be one calendar year beginning on January 1. 2) Preparation and Adoption. The Treasurer, in consultation with the Finance Committee, shall prepare and submit to the Vestry an itemized statement of the anticipated income and expenditures of the Parish for the upcoming year. The Vestry, at a meeting held not later than the last day of December of the then current year, shall adopt a budget of anticipated income and expenditures for the upcoming year. pg. 10

3) Control and Revision. The Vestry may revise and re-adopt the budget at any time or times during such year for reasons deemed sufficient by a majority vote. (iv) Financial Obligations. No obligations or bills shall be contracted for the Corporation, nor commitments of any kind made or entered into on its behalf, nor disbursements made, involving a liability or expenditure exceeding 500 dollars, by anyone purporting to represent the Corporation in an official capacity or otherwise, except as specifically directed or approved by the Vestry in advance, or as specifically provided for as regularly accruing and recurring items of expense in a budget duly adopted by the Vestry and currently in effect. (v) Financial Emergencies. Notwithstanding the foregoing, in case of emergency and if it be impossible or inexpedient to call a meeting of the Vestry, a commitment may be entered into, or an indebtedness may be incurred, or a payment may be made, even though not so authorized, for an amount not to exceed 5000 dollars, upon the approval of the Treasurer, or if the Treasurer be incapacitated or absent, of the Assistant Treasurer if there be one, and the concurrence of the two Wardens, or if one of the Wardens be incapacitated or absent, then of the other Warden and one of the members, or if both Wardens be incapacitated or absent, then of any two members. A report of any transaction consummated pursuant to the provisions of this section shall be made at the next succeeding Vestry meeting. (vi) Indemnification. The Corporation shall to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she or his or her testator was a member of the Vestry, Officer, or employee of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney fees. No indemnification may be made to or on behalf of any such person if (a) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty and were material to such action or proceeding or (b) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled in the transaction or matter in which indemnification is sought. pg. 11

(vii) Insurance. The Corporation shall purchase and maintain all insurance to the extent required by law. It shall also have the obligation to purchase and maintain other policies deemed to be in the best interest of the Corporation. (viii) Records. The Vestry shall maintain Parish records in the office of the Parish. They shall be available for examination, review and copying during normal office hours upon the request of any member of the Parish. Records shall include the following: 1) A copy of these by-laws 2) The Articles of Incorporation of the Parish 3) The names of the qualified members of the Parish and their designated contact information 4) The Parish Financial Manual 5) The most current annual budget of the Parish 6) The Canons of the Diocese of New York 7) The Constitution and Canons of the Episcopal Church 8) Minutes of Vestry meetings 9) A list of committees, their chairs and contact information 10) All policies and procedures adopted by the Parish 11) Applicable laws of the State of New York 12) All other relevant documents so designated by the Vestry (ix) Gifts to the Parish. All substantial non-monetary gifts and all substantial monetary gifts with restrictions or conditions to the Parish shall become effective only after acceptance by the Vestry. Physical articles given to the Parish or placed in or about the Parish buildings, whether as memorials or otherwise, shall become the absolute property of the Corporation. and shall be subject to the exclusive control and disposition of the Parish. pg. 12

(x) Vestry Vacancies. The Vestry, by majority vote of the remaining membership, if there be a quorum in office, may, at any meeting thereof, fill a vacancy occurring in the office of a Warden or at large Vestry member for reason other than by expiration of term, until the next Annual Meeting, at which, if such vacancy would continue thereafter, it shall be filled, as hereinbefore provided, for the remainder of the unexpired term. If there is no quorum of the Vestry in office then a special meeting shall be called in accordance with NYS Religious Corporation Law. (xi) Vacancies in Vestry Appointments. A vacancy in any Vestry appointment shall be filled by majority vote of the Vestry taken at a regular or special meeting. Article V. Officers of the Corporation. Except as otherwise may be directed by applicable Canon or law of New York State, duties of the officers are described below. Section 5.01 Responsibilities of the Rector (a) The Rector is the chief clerical officer of the parish and shall exercise the powers incident to the office as defined in Canon and law of New York State, and the Godly Counsel of the Bishop of the Diocese, and any additional powers delegated to the Rector. (b) The Rector shall keep a record of all incoming and outgoing transfers of members to the Parish Section 5.02 Responsibilities of the Wardens (a) Share privately with the Rector insights, concerns, and issues which may face the Congregation. (b) Interpret the Rector's role and expectations to the people. (c) Act as consultant and advisor to the Rector. (d) Support the Rector's effort to make the committees of the Parish function effectively. (e) Be responsible for the upkeep of Parish property and maintain an up to date inventory. (f) See that a supply priest presides at services in the absence of the Rector. (g) Make certain that a register of all Baptisms, Confirmations, Marriages, and Burials, as well as a list of communicants in good standing is kept. pg. 13

(h) Following the requirements of the Diocese, the Warden with the longer time in office shall submit the Annual Parochial Report to the Diocesan Treasurer on the forms provided by the National Church and distributed by Diocesan Treasurer. (i) See that the Key Personnel List, which includes Vestry and other parish personnel, is sent to the Diocesan Office immediately following the Annual Parish Meeting. (j) Make appropriate notification to the Bishop and Diocese in the absence of a Rector, and ensure the effective ongoing functioning of the parish in compliance with the Canons. (k) Preside over Vestry meetings in the absence of a Rector. Section 5.03 Clerk (a) Election of Clerk. At the first meeting of the Vestry after each Annual Meeting, the Vestry shall elect a Clerk of the Vestry from among the Parish members. The Clerk shall serve for one year until a successor is elected and qualified. (b) Duties of Clerk. The Clerk of the Vestry shall keep minutes of the proceedings of the Vestry and the Annual Meeting, and perform such other duties as assigned. The Clerk may be assisted by members of the Parish administrative staff. Section 5.04 Treasurer (a) Election of Treasurer. At the first meeting of the Vestry after each Annual Meeting the Vestry shall elect a Treasurer from among the Parish members, and may, in its discretion, elect one or more Assistant Treasurers, neither of whom need be members of the Vestry, to serve for one year and until their respective successors are elected and qualified. (b) Duties of Treasurer and Assistant Treasurer (i) General. The Treasurer shall receive, keep, invest, or pay out all funds paid to him or her for the purposes of the Corporation subject to the following: 1) Applicable law. 2) Diocesan requirements. 3) The Parish Financial Manual and other guidelines or directives by the Vestry. (ii) Specific. pg. 14

1) Records. The Treasurer shall make and keep records of all trusts and permanent funds showing at least the following: 2) Reports. a) Source and date. b) Terms governing the use of principal and income. c) To whom and how often reports of condition are to be made. d) How the funds are invested. a) At each regular meeting of the Vestry, and other times as it may request, the Treasurer shall present a written statement of all funds received and expended and of other pertinent data to show the current financial condition of the Corporation. b) At the end of each fiscal year, the Treasurer shall prepare an annual report to present at the next Annual Meeting. c) At the termination of his or her service, the Treasurer shall deliver to his or her successor, or to the Wardens, all moneys, books, papers or other property of the Corporation then in his or her possession. (iii) Assistant Treasurer. If an Assistant Treasurer shall have been elected, he or she shall perform such duties, including those of Treasurer, as may be assigned from time to time by the Vestry, or by the Treasurer with the Vestry's approval. pg. 15

Article VI. Committees. Section 6.01 Committee Control and Composition.The Rector, or the Vestry, each with approval of the other, may appoint such committees as are deemed appropriate in order to carry out the work of the Parish. All committees shall function under the direction and control of the Vestry and shall report thereto. The Vestry may define the duties and powers of each and fix the number of members. Unless otherwise specifically provided upon the creation of a committee, membership need not be confined to members of the Vestry. Memberships of all committees named in these by-laws or otherwise appointed in accordance with this Section 6.01 shall terminate at the first meeting of the Vestry held after the Annual Meeting each year or as soon thereafter as the new members shall have qualified. The Rector shall be ex-officio a member of each committee. Each committee shall consist of a Chair, at least one member of the Vestry, and as many Parish members as are necessary to carry out its duties. There are no reserved powers or authority allocated to committees unless by action of the Vestry. Section 6.02 Requisite Committees. Committees shall include, but are not limited to, the following: (a) Executive Committee. The Executive Committee consists of the Rector, Wardens and, when appropriate, the Treasurer or Finance Committee Chair. The Executive Committee functions as a council of advice and to fulfill other duties assigned to it by the Vestry. It shall advise and make recommendations to the Vestry on any and all administrative matters of the Parish and to take such action appropriate in the case of an emergency involving the health and safety of persons or property in which a called meeting of the Vestry is not possible. (b) Finance Committee. The Finance Committee consists of the Treasurer, any Assistant Treasurers, the Finance Committee Chair, the Rector, and other members appointed by the Rector. The Finance Committee is an advisory committee to the Vestry. (c) Nominating. A committee shall be appointed by the Vestry whose duty is to provide, subject to the Vestry s approval, a slate of candidates for Vestry vacancies in the subsequent year s election. The nominating committee shall be formed in accordance with instructions elsewhere in these By-Laws and as soon after the Annual Meeting as practicable. (d) Audit. pg. 16

(i) Audit Committee Duties. The committee shall advise the Vestry, in consultation with the Treasurer and the Finance Committee, with respect to the Church s practices in keeping records of and preparing reports concerning the Church s financial affairs. (ii) Audit Committee Membership. The committee consists of at least two members of the Vestry who are not members of the Finance committee. It may also include members of the Parish who are not on the Vestry. (iii) Audit Procedures. As soon as conveniently may be done at the end of each calendar year and prior to the next Annual Meeting, the Treasurer's books and accounts for such year shall be audited by an independent Certified Public Accountant, or such authority as shall be authorized by appropriate Diocesan authority, and a report thereof rendered to the Vestry. If between Annual Meetings, a vacancy shall occur in the office of Treasurer, a like audit shall be made for the period beginning with the date as of which an audit was last previously concluded and ending with the date that such vacancy occurred, and a report thereof rendered to the Vestry. Article VII. Resolution of Disputes Between the Rector, Vestry and/or Parish Section 7.01 Matters in Dispute. All matters in dispute between the Rector and the Parish shall be addressed in consultation between the Rector and the Vestry. Section 7.02 Ultimate Resolution. If the dispute cannot be resolved through consultation within the Parish then Diocesan collaboration and Canon law shall apply. pg. 17

Article VIII. Interpretation and Amendment of By-Laws Section 8.01 Control. The decision of the Vestry shall control all questions concerning interpretation of these By-Laws. Section 8.02 Amendments and New By-Laws. These by-laws may be amended or new by-laws adopted by the Vestry at any meeting thereof at which a quorum is present by the vote of at least two-thirds of the members present, provided that written notice embodying such proposed amendments or new by-laws shall have been openly given at a previous meeting of the Vestry and also in the notice of that meeting at which such amendments or new by-laws are to be acted upon. pg. 18