All Saints' Episcopal Church - Proposed By-Laws

All Saints’ Episcopal Parish

4033 SE Woodstock Blvd

Portland, Oregon 97202

Article I ~ Name, Purpose, and Nature.

1. All Saints’ Episcopal Church (hereinafter referred to as “All Saints’”) is a parish of the Episcopal Church in the United States of America (ECUSA) in union with the Diocese of Oregon of the ECUSA.

2. The purpose of All Saints’ is to celebrate God’s love, to seek and to serve Christ in all persons, and to go forth into the world rejoicing in the power of the Spirit.

3. All Saints’ accedes to the Constitution and Canons of the ECUSA and to the Constitution and Canons of the Diocese of Oregon, and promises conformity and obedience to the Doctrine, Discipline and Worship of the ECUSA. Any act in the name of All Saints’ to the contrary shall be void ab initio.

4. All Saints’ has been duly incorporated in accordance with the laws of the State of Oregon, the Rector as member and presiding Officer of the corporation.

5. All Saints’ shall not be used to advocate the candidacy of any person seeking public office or preferment.

6. In the event of the dissolution of All Saints’, its assets shall be turned over to, and its liabilities incurred by the Diocese of Oregon.

ARTICLE II ~ Governance.

1. The governing body of All Saints’ is the Vestry, with the Rector as Presiding Officer. The Rector is also the Spiritual Leader of All Saints’.

2. The Rector shall abide by the Constitutions and Canons of the ECUSA, and follow such directives as outlined in the Diocese of Oregon Operations Manual. The Rector also acts as the building administrator, and is responsible for managing any full or part time employees of All Saints’.

3. All Saints’ governing body, the Vestry, shall consist of two wardens plus no fewer than 3 nor more than 10 other Vestry members. The Senior and Junior Wardens of All Saints’ must be confirmed communicants in good standing in the Church. The Vestry shall be elected by ballot from persons qualified to vote in parish elections, and be at least 18 years of age and cannot be a spouse of a current Vestry member or a member of the paid staff except for the Rector. In addition to those qualification listed under Article III, Section 4, no person shall be qualified for election as Warden or Deputy or Alternate Deputy to the Diocesan Convention or Delegate or Alternate Delegate to the Metro East Convocation unless he/she is also a confirmed communicant in good standing in the ECUSA. At each Parish meeting up to four Vestry members shall be elected each to serve in open positions for terms of three years. The Senior Warden will be appointed by the Rector. The Junior Warden will be elected at the first regular Vestry meeting following the Annual Meeting.

4. The Parish may, by three-fourths vote at an Annual Meeting, change the number of its Vestry, but shall not provide for less than 5 or more than 12, exclusive of the Rector.

5. Should a vacancy occur in the office of warden or member of the Vestry caused by the death, resignation, removal, incapacity, or refusal or neglect for six months of any duly elected warden or Vestry member, the Vestry may, by majority vote, fill the vacancy by the election of a suitable person to serve until a successor is elected at the next Annual Meeting.

6. The term of office of a Vestry member shall be three years, running from the date of the Annual Meeting. No person who has served two consecutive full terms is eligible for re-election as a Vestry member for a period of one year. The term of office of warden shall be two years with each warden serving no more than two consecutive two-year terms. No person shall be elected to serve as Deputy to the Convention of the Diocese of Oregon or as Delegate to the Metro East Convocation (or its successor body) thereof if such person shall have previously served six or more consecutive years on such body until one year shall have elapsed following the conclusion of such service, with service filling an unexpired term or as an alternate on such body not to be counted as part of any such six year period.

7. Regular meetings of the Vestry shall be held monthly, no fewer than 10 times per Calendar year. Regular meetings will generally be held on the third Tuesday of each month for the transaction of the usual matters of parish business. Any change to this schedule will be done by mutual consent of both the Rector and Senior Warden. Special meetings of the Vestry shall be called on at least seventy-two hours notice by:

a. The Rector at any time;

b. The wardens, if there is no Rector or if the Rector is absent from the diocese for three calendar months, or is incapable of acting, or if the Rector has refused to call a meeting within one week of a request signed by a majority of the members of the Vestry; or

c. A majority of the members of the Vestry, in case of the failure of the wardens to call such meeting within one week after the receipt of such request.

8. The Rector is the presiding Officer at all meetings of the Vestry. The Rector may designate a member of the Vestry to chair a Vestry meeting. If there is no Rector, one of the wardens selected by the Vestry shall so act. At each meeting of the Vestry each member shall have one vote.

9. In order that any business may be transacted at a meeting of the Vestry, there must be a quorum constituted as follows: A quorum of the Vestry shall consist of a majority of all its members. No meeting shall be held without the attendance of either the Rector or one of the Wardens.

10. The order of business at all meetings of the Vestry shall be:

a. Call to Order

b. Prayer

c. Roll Call

d. Reading and approval or amendment of the minutes of the preceding meeting

e. Rector’s Report

f. Senior Warden’s Report

g. Junior Warden’s Report

h. Treasurer’s Report

i. Committee Reports

j. Old business

k. New business

l. Adjournment

m. Prayer

11. Any action of the Vestry or committee of the Vestry may be taken without a meeting if the Rector and all members of the Vestry or the committee consent in writing to the adoption of a resolution authorizing the action. These resolutions and written consents shall be filed with the minutes of the Vestry or committee.

12. If there is a Rector called to or settled in the parish, no action shall be taken in the Rector's absence relating to or affecting the personal or exclusive rights of the Rector, or the alienation of the capital or principal of any investments held by All Saints’, or the sale of its real estate, or the encumbrance thereof, except as may be necessary for ordinary repairs.

13. All real and personal property belonging to All Saints’ and all revenues there from shall be administered in accordance with the Constitution and Canons of the ECUSA; the Constitution and Canons of the Diocese of Oregon; and the laws of the State of Oregon.

14. All deeds, contracts and other instruments of All Saints shall be executed by the vestry or its designees.

15. No obligations or bills shall be contracted for All Saints’, nor commitments of any kind made or entered into on its behalf, nor disbursements made, involving a liability or expenditure exceeding $500.00, or a period of time exceeding a year, by anyone purporting to represent All Saints’ in an official capacity or otherwise, except as specifically directed or approved by the Vestry in advance, or as specifically provided for in a budget duly adopted by the Vestry and currently in effect. In case of emergency and if it is 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 $2000.00, or a period of time exceeding a year, 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 Rector, if there be one, and if there is no Rector, by the two wardens, or if one of the wardens be incapacitated or absent, then of the other warden and one of the Vestry members, or if both wardens be incapacitated or absent, then of any two Vestry members. A report of any such transaction shall be made at the next Vestry meeting.

16. No parish-owned real property shall be sold or encumbered without the prior written consent of the Bishop and Standing Committee of the Diocese of Oregon. All Saints’ shall not enter into a lease of parish-owned real property without the prior written consent of the Bishop and Standing Committee if the term of such lease exceeds one (1) year in duration, or if the lease obligates All Saints’ to extend or renew the tenancy beyond one year. No parish-owned real property shall be leased for residential purposes without the prior written consent of the Bishop and Standing Committee, regardless of the extent of such use and the duration of such lease, except that no such consent shall be required for the occupancy of parish-owned property by clergy or lay employee(s) of the parish.

17. Subject to the limitations and conditions contained in any gift, devise or bequest, the Vestry may invest the funds of All Saints’ in such securities, investments, or other property, real or personal, as to it shall seem advisable, without being restricted to those classes of securities that are lawful for the investment of trust funds under the laws of the state of Oregon.

Article III ~ Meetings

1. Weekly worship services are held Sundays at both 8:00 & 10:15am. Any changes to these worship service times will be made by the Rector and publicized at least one month in advance. Worship services are free and open to the general public.

2. The Annual Meeting of the membership of All Saints’ Parish for the election of its Officers and Vestry shall be held in accordance with the Diocese of Oregon Operations Manual. Notice of the time and place of the Annual Meeting shall be given by advertisement set up in open view at the door of the church at least 10 days prior to the meeting and shall also be read by the Rector or other officiating minister on the 2 Sundays next preceding the meeting, in the time of public service.

3. The Rector shall preside at the Annual Meeting, with the right to vote, or if the Rector is absent or if no Rector is settled in the parish, the meeting shall choose one of the wardens, or if neither of the wardens is present, then one of the members of the Vestry, or if no member of the Vestry is present, then some duly qualified voter, to act as presiding Officer. The Secretary/Clerk of the Vestry, or in the absence of the Secretary/Clerk a person appointed by the presiding Officer, shall enter the proceedings in the minute book of the Vestry, and shall sign the same together with the presiding Officer. The presiding Officer shall be the judge of the qualification of the voters, shall receive the votes cast, and shall declare the result.

4. The persons entitled to vote at any meeting of the Parish, shall be:

a. Baptized in, or received by the ECUSA

b. At least 16 years of age;

c. Of good moral character;

d. Enrolled in the Parish Register;

e. Has communicated in the Parish during the preceding year, at a minimum of 4 times;

f. Regular contributors for 6 months to the current expenses of the Parish. The record maintained by the Treasurer of contributions showing dates of contributions, is sufficient evidence as to the qualification of a voter for section f.

5. A quorum shall consist of one-fourth of the average Sunday attendance for the prior Calendar year, rounded up to the nearest whole number.

6. At each Annual Meeting, the presiding Officer shall appoint three persons to serve on a Nominating Committee for the following Annual Meeting. The Rector or presiding minister and both wardens shall be ex officio members of the Nominating Committee. The Nominating Committee shall propose for election qualified nominees to fill the offices of members whose terms are expiring and any vacant offices in sufficient time prior to the Annual Meeting so as to permit the posting of their names at the time of the required notices of the Annual Meeting. Members of the Nominating Committee who are not then wardens or members of the Vestry eligible for reelection shall not be eligible for nomination by the Nominating Committee for the office of warden or member of the Vestry. Other qualified persons may be nominated either prior to the Annual Meeting in writing, or at the Annual Meeting orally or in writing prior to the opening of the polls of an election.

7. All elections shall be by ballot, and the polls shall remain open for such time as may be required to receive the ballots of the persons present and ready to vote unless the new Vestry members be voted by unanimous consent. No votes may be cast by proxy. In case of failure to elect on the first ballot, one or more further ballots may be taken in the same manner.

8. Special meetings of the parish may be called by the Rector at any time, or if there be no Rector, by the wardens, upon the same notice as provided in Section 2 of this Article. The notice shall specify the object for which the meeting is called, and no vote shall be taken upon any question not specified in the notice. Special meetings shall be conducted in the same manner as the Annual Meeting, but the votes cast shall be counted and declared immediately upon any question other then the election of a warden or member of the Vestry.

ARTICLE IV ~ All Saints’ Officers (Officers of the Corporation).

1. The Rector, Senior Warden, Junior Warden, Treasurer, and Secretary/Clerk of the Vestry shall serve as Officers of All Saints’.

2. The Wardens, under the direction of the Rector, shall see that the Church building is kept from all secular or other uses prohibited by Canon Law; that it is kept clean and in good repair as becomes the House of God; and that the premises are kept in proper order. They shall also see that the Parish is provided with all things necessary for conducting the services of the Church decently and in good order; shall preserve order and decorum in and around the Church building, and especially during the time of Divine Worship. In case there is no Rector, or if absent or unable to act, the Senior Warden or the Junior Warden shall preside at all meetings of the Vestry and of the Parish.

3. At the first Vestry meeting after each Annual Meeting, a Secretary or Clerk, who may be a member of the Vestry, shall be elected. The Secretary/Clerk of the Vestry shall keep a record of the proceedings of the Vestry, shall attest to the minutes thereof and all corporate acts, and shall sign, in the name of All Saints’ such contracts, certificates, letters, communications and other documents and instruments as directed by the Vestry. If the Secretary/Clerk is also a member of the Vestry, he/she will have full voting rights. If not, he/she will have a voice, but no vote at Vestry meetings. A Treasurer, and if required, an Assistant Treasurer, shall be elected at the first Vestry meeting after the Annual Meeting. Neither the Treasurer nor Assistant need be member of the Vestry, but if not a member shall have voice but no vote at Vestry meetings.

4. The Treasurer shall be the custodian of all funds of the parish. The Treasurer shall deposit these funds in the name of the parish in a bank, trust company, or other depository, which the Vestry shall from time to time designate. Except as otherwise provided in these by-laws, the Treasurer may be one of the persons who shall sign checks and drafts in connection with both the receipt and payment of money, and on the order of the Vestry shall sign or countersign promissory notes, legal instruments or other papers. All such checks and drafts must be countersigned by the designees of the Vestry. The Treasurer shall be responsible for ensuring that funds held in trust, endowment and other permanent funds, and securities represented by physical evidence of ownership or indebtedness, are deposited with a National or State Bank, or a Diocesan Corporation, or with some other agency approved in writing by the Finance Committee or the Department of Finance of the Diocese, under a deed of trust, agency or other depository agreement providing for at least two signatures on any order of withdrawal of such funds or securities. The two signatures shall be the Treasurer and either the Rector or one of the wardens.

5. The Treasurer shall keep the corporation's buildings and contents insured against fire and other customary hazards and shall take out public liability insurance on the corporation's premises and on its motor vehicles, if any, and shall secure and maintain such other kinds of insurance, including Officer liability insurance and other insurance as from time to time may be reasonably required, all pursuant to the direction of, and in amounts fixed by the Diocese.

6. Each month, and more frequently if requested, the treasurer shall file a financial report of all funds received and spent and such other data as may be deemed pertinent to show the then current financial condition of the corporation. At the end of each calendar year, the Treasurer shall prepare an annual report and present the same at the next Annual Parish meeting.

7. If an Assistant Treasurer has been elected he or she shall perform such duties, including those of Treasurer, as may be assigned by the Vestry, or by the Treasurer with the Vestry's approval. During the Treasurer's absence or disability, the Treasurer's full powers and duties shall devolve upon the Assistant Treasurer.

8. The Treasurer and Assistant Treasurer shall be adequately bonded.

9. All accounts of the Parish shall be audited annually by an audit committee of parishioners authorized by the Vestry. The Vestry may, in its discretion, also seek outside assistance from independent accountants. All reports of the audit are to be filed with the Bishop of Oregon in accordance with Canon Law. The definitions and requirements of such audits are found in Diocesan directives.

10. The Vestry may, in its discretion appoint a member of the bar of the state of Oregon as counsel to the corporation who shall be the legal advisor of the Vestry in all matters affecting the corporate status of the Parish and the management of its temporal affairs. The counsel need not be a member of the Vestry.

ARTICLE V ~ Duties of Vestry Members and All Saints’ Officers.

1. Members of the Vestry and Officers of All Saints’ shall discharge the duties of their respective positions in good faith and with the degree of diligence, care and skill that ordinarily prudent persons would exercise under similar circumstances in like positions.

2. In discharging their duties the members of the Vestry and Officers of All Saints’, when acting in good faith, may rely upon financial statements of All Saints’ represented to them to be correct by the Treasurer or other Officer of All Saints’ 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 All Saints’.

ARTICLE VI ~ Vacancies in Vestry Appointments

1. Vacancies from any cause whatever in the office of Secretary of the Vestry, Treasurer, Assistant Treasurer or counsel, or in any membership appointment by the Vestry to a committee, occurring during the term for which such election or appointment was originally made, may be filled by the Vestry, by a majority vote, at any regular or special meeting thereof.

ARTICLE VII ~ Committees.

1. The Vestry shall be responsible for establishing the following standing committees: Executive Committee, Christian Education, Parish Life, Buildings & Grounds, Evangelism, and Finance. The Rector may authorize other standing and special committees with the approval of the Vestry and will be an ex-officio member of each. Membership of each standing committee ends at each Annual Meeting.

2. The Executive Committee, consisting of the Rector, Wardens, Secretary/Clerk and Treasurer shall meet and act in the place of the Vestry as the Vestry may duly appoint it to do so, subject to the authority of the Rector and Vestry. The Executive Committee shall be responsible for defining the job responsibilities of the Rector, parish Secretary, sexton, organist and such other employees as the Vestry may authorize, recommending persons to the Vestry to fill said positions other than Rector, conduct annual salary review for all positions and recommend salary adjustments and other compensation to the Vestry.

3. The Finance Committee, consisting of the Rector, Senior Warden, Treasurer, and Assistant Treasurer if there be one, and/or an at large parish member, and chairman of the stewardship committee, shall meet regularly to review parish finances and budgets, and make recommendations to the Vestry. The Finance Committee shall also prepare and submit to the Vestry an itemized statement of the anticipated expenditures and revenues of the Parish for the following year. The Vestry may revise this statement and then adopt it in revised or unrevised form as the budget of the parish for the following year. The budget can be revised by the Vestry at any time thereafter by a majority vote.

4. The Building & Grounds committee shall be chaired by the Junior Warden.

ARTICLE VIII ~ Access of Safe Deposit Boxes

1. All safe deposit companies shall be designated by the Vestry and the terms of rental of any vault space shall limit access thereto to any two, but not less than two, of the following:

a. The Rector.

b. A warden to be designated by the Vestry.

c. The Treasurer.

ARTICLE IX ~ By-Laws and Amendments.

1. All By-Laws made by All Saints’ shall be consistent with the laws of the United States and the State of Oregon, and with both the Constitution and Canons of the ECUSA and the Diocese of Oregon.

2. These By-Laws may be adopted, altered or amended by a majority vote of the whole Vestry at two successive regularly scheduled monthly Vestry meetings provided that a copy of the proposed By-Law(s), alteration or amendment shall have been included in the notice of the first meeting at which it is voted upon, and provided further that the Secretary posts the original and proposed amendment or alteration in the narthex and causes same to be published in the Sunday leaflet at least one week after its first passage and at least two weeks prior to its second passage by the Vestry.