St. Margaret’s Episcopal Church, Palm Desert
a California Nonprofit Religious Corporation
Pursuant to the provisions of California law applicable to nonprofit religious corporations and the Articles of Incorporation of St. Margaret’s Episcopal Church which were duly filed with the Secretary of State of the State of California, on February 28, 1967 and amended on July 7, 1976 and December 29, 1980 (the “Articles”), the following are adopted as the Bylaws of this corporation (all Bylaws heretofore adopted by this corporation are hereby superseded as of the effective date of these Bylaws):
Corporation Part of Episcopal Church
This corporation, which is referred to hereinafter in these Bylaws as the “Parish” or the “Church,” is an integral, subordinate unit and constituent part of The Episcopal Diocese of San Diego and of The Protestant Episcopal Church in the United States of America. The Constitution and Canons of those organizations now or hereafter in effect, are incorporated herein by reference where applicable.
Section 1. PRINCIPAL OFFICE. The Parish’s principal office is fixed and located at 47535 Highway 74, Palm Desert, Riverside County, California.
Section 1. QUALIFICATIONS. The qualifications of Members and the terms of admission to membership in this Parish are those which are prescribed by the Canons of the Episcopal Church.
Nothing in this Section 1 shall be construed as limiting the right of the Parish to refer to persons associated with it as “Members” even though such persons are not Members as defined above, and no such reference shall constitute anyone a Member, within the meaning of Section 5056 of the California Nonprofit Corporation Law or the foregoing provisions of this Section 1, unless such person shall have qualified for membership as set forth above.
Section 2. QUALIFICATIONS FOR VOTING. Qualified Electors are defined by the Canons of the Episcopal Diocese of San Diego.
Section 3. TRANSFER OF MEMBERSHIP. No Member may transfer a membership or any right arising therefrom.
Section 4. TERMINATION OF MEMBERSHIP. Involuntary termination of membership is not defined by the Canons of the Episcopal Church or the Episcopal Diocese of San Diego.
Section 5. PLACE OF MEETINGS. All meetings of the Members shall be held in the sanctuary of the Parish or at such other convenient place, preferably within the Coachella Valley, as may be designated for that purpose by the Rector and the Vestry.
Section 6. ANNUAL MEETINGS OF THE MEMBERS. Annual Meetings of the Members, prescribed by the Diocesan Canons and commonly referred to as the Annual Meeting of the Parish, shall be held on such day and at such hour and place as may be designated by action of the Vestry; provided however, that such date shall be as soon after the first day of January of each year as the Vestry may decide. At the Annual Meeting at which a quorum is present, a slate of nominees for Vestry positions to be filled shall be presented to the Members for vote.
Section 7. SPECIAL MEETINGS. Special meetings of Members for any lawful purpose may be called at any time by the Rector; by the Senior and Junior Wardens acting together; by the majority of Vestry members; or upon the written request of ten percent or more of Members qualified to vote on the date of record.
Section 8. NOTICE OF MEETINGS. Meetings shall be called, noticed and held as may be ordered by the Vestry. Such notice shall include at least one public announcement of the time and place of the meeting given at regularly scheduled services of the Parish on the two Sundays preceding the day of the meeting. Longer notice or notice by additional means may be given if deemed by the Vestry to be necessary. Notice of a Special Meeting of Members also shall state the purpose or purposes of the meeting and the general nature of any proposal to be acted upon. No business not referred to in the notice of a special meeting may be conducted at that meeting.
Section 9. QUORUM. Sixty Members eligible to vote shall constitute a quorum at any meeting of Members. If a quorum is present, the affirmative vote of a majority of the Members present, entitled to vote, and voting on any matter shall be an act of the Members. The Members present at a duly called and noticed meeting at which a quorum is present may continue to do business and take appropriate actions until adjournment, notwithstanding the withdrawal from the meeting of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum.
Section 10. ADJOURNED MEETINGS. Any meeting of Members may be adjourned from time to time by the vote of a majority of the Members present at such meeting, but in the absence of a quorum (except as provided in Section 9 of this Article III), no other business may be transacted at such meeting.
It shall not be necessary to give notice of the time and place of an adjourned meeting of Members or of the business to be transacted at such meeting, other than by announcement at the meeting at which such adjournment is taken; provided, however, when a Members’ meeting is adjourned for more than eight days or, if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given in accordance with the requirements of Section 8 of this Article III.
Section 11. VOTING. NO CUMULATIVE VOTING. Elections shall be by written ballot, distributed and collected at the meeting. Each Member in attendance shall be entitled to one vote, except that in an election of members of the Vestry, each Member shall have one vote for each Vestry member to be elected. In an election of Vestry members, the candidates receiving the highest number of votes are elected. A Member may not cumulate votes for the election of Vestry members or for any other action.
Section 12. RECTOR’S STATUS. PRESIDING OFFICER. The Rector of the Parish shall be a Member of this Parish with right to vote. The Rector shall preside at all meetings of the Parish Members and of the Vestry unless the Rector has delegated this task to the Senior Warden. In case there is no Rector, or in the absence or illness of the Rector, the Senior Warden shall preside at any such meetings; if the Senior Warden is not present, the Junior Warden shall preside. At a meeting of the Members where the Rector and the Wardens are not present, but a quorum of Members is present, the Members present shall select one of their Members as presiding officer.
Section 13. RECORD DATE. The record date for the determination of Members, entitled to receive notice of a meeting of Members, shall be as of the close of business on the business day next preceding the day on which notice is given or, if notice is waived in writing, in accordance with Section 9411(d) of the Corporation Code, at the close of business on the business day before the day on which the meeting is held.
Individuals who are Members of the Parish on the day of a Members’ meeting and who are otherwise eligible to vote, shall be entitled to vote at the meeting; in the case of an adjourned meeting, individuals who are Members on the day of the adjourned meeting and who are otherwise eligible to vote at the adjourned meeting shall be entitled to vote at the meeting.
Section 14. PROXIES AND ABSENTEE BALLOTS. Voting rights may not be exercised by proxies or through absentee ballots.
Section 15. INSPECTORS OF ELECTION. In advance of any meeting of Members, the Vestry may appoint inspectors of election to act at such meeting and any adjournment thereof. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the presiding officer of such meeting may, and on the request of any Member shall, make such appointment at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more Members, the majority of Members represented at the meeting shall determine whether one or three inspectors are to be appointed. An inspector of election may not be a voting Member of the Parish at such meeting.
The duties of such inspectors shall be as set forth in Section 5615(b) of the Corporations Code and shall include: determining the number of memberships outstanding; determining the number of Members at the meeting; determining the existence of a quorum; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining when the polls shall close; determining the result; and doing such acts as may be proper to conduct the election or vote with fairness to all Members. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision.
Section 16. CONDUCT OF MEETING. The presiding officer of meetings of the Membership shall conduct each such meeting in a fair and orderly manner, but shall not be obligated to follow any technical, formal or parliamentary rules or principles of procedure. The presiding officer’s rulings on procedural matters shall be conclusive and binding, unless at the time of a ruling a request for a vote is duly made by a Member, entitled to vote, in which case the decision of a majority of the Membership shall be conclusive and binding. Without limiting the generality of the foregoing, the presiding officer shall have all of the powers usually vested in the chair of a meeting.
Section 1. BOARD OF DIRECTORS KNOWN AS VESTRY. The Directors of St. Margaret’s Episcopal Church, collectively, shall be known as, and shall constitute, the Vestry of the Parish. The Rector and the Wardens shall be members of the Vestry and shall be entitled to participate in and to vote upon all matters brought before the Vestry.
Section 2. ELIGIBILITY FOR ELECTION TO VESTRY. Eligibility of a Member for election to the Vestry is governed by the Diocesan Canons, as stated in Article III, Sections 1 and 2 of these Bylaws, except that a member of the Vestry shall be subject to any temporary ineligibility of a person for reelection as a member of the Vestry as provided by Section 3 of this Article IV.
Section 3. ORGANIZATION OF THE VESTRY. The number of members of the Vestry, including therein the Wardens, but excluding the Rector, shall be no fewer than twelve (12) nor more than fifteen (15) members, the exact number within such range to be designated from time to time by the Vestry. The maximum term of a Vestry member shall be three years. Under special circumstances, a member’s term may be extended for one year. The term of office of the Rector, as presiding officer, and member with vote at Member and Vestry meetings, shall be coterminous with the Rector’s incumbency as such. The Rector may not vote on any matter coming before the Vestry if such vote would create a tie. Alternatively, the Rector shall vote to break a tie vote among the other members of the Vestry. In the event of a vacancy in the position of Rector of the Parish, the offices of Senior and Junior Warden, Clerk and Treasurer shall be appointed as provided by the Diocesan Canons.
After a Vestry member has served a full term of three years, one year must elapse before he or she shall be eligible for reelection to the Vestry, it being understood that the period between the Annual Meeting at which a term shall have expired and the next Annual Meeting of the Members constitutes one year even if such period is somewhat less than 365 days because of the respective dates of the meetings. A person elected to the Vestry to fill a vacancy shall be eligible at the next Annual Meeting for reelection to the Vestry for a full term unless the vacancy is for an unexpired term of more than one year.
Section 4. POWERS AND DUTIES OF VESTRY. Subject to the canonical rights of the Bishop of this Diocese and the Rector, and to the California Nonprofit Corporation Law, the Nonprofit Religious Corporation Law, and these Bylaws, as to actions to be authorized or approved by the Members, the powers of this Parish shall be exercised by or under the authority of the Vestry. The temporal business and affairs of this Parish also shall be controlled by the Vestry. Under National Canon 1.17.8 every member of the Vestry has a fiduciary duty to the Episcopal Church. The powers of the Vestry are limited by the Constitution and Canons of this Diocese and the Protestant Episcopal Church of the United State of America. Actions taken by the Vestry must not be in conflict with those authorities.
Section 5. STANDARDS OF CARE – RELIANCE ON INFORMATION FURNISHED.
A Vestry member shall perform the duties of a director, including duties as a member of any committee of the Vestry upon which he or she may serve, in good faith, in a manner such Vestry member believes to be in the best interests of the Parish and with such care, including reasonable inquiry, as is appropriate under the circumstances.
(a) in performing the duties of a director, a Vestry member shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
(1) one or more officers or employees of the Parish whom the Vestry member believes to be reliable and competent in the matters presented;
(2) counsel, independent accountants, or other persons as to material which the Vestry member believes to be within such person’s professional or expert competence;
(3) a committee of the Vestry upon which the Vestry member does not serve, as to matters within its designated authority, which committee the Vestry member believes to merit confidence; or
(4) religious authorities and ministers, priests, or other persons whose position or duties in the religious organization the Vestry member believes justify reliance and confidence and whom the Vestry member believes to be reliable and competent in the matters presented, as long as, in any such case, the Vestry member acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted.
(b) a Vestry member who performs the duties of a director in accordance with subdivision (a) above shall have no liability based upon any alleged failure to discharge his or her obligations as a Vestry member, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat any purpose to which the Parish, or assets held by it, may be dedicated.
Section 6. VACANCIES ON THE VESTRY. Except as provided in Section 9224(a) of the California Nonprofit Religious Corporation Law, any Vestry member other than the Rector may resign effective upon giving written notice to the Clerk of the Parish, or to one of the Wardens of the Parish, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is to be effective at a future time, a successor to the resigning Vestry member may be chosen before such time, to take office when the resignation becomes effective. Resignation of the Rector and vacancies in the Rectorate are governed by the National and Diocesan Canons.
(a) vacancies on the Vestry, except for vacancies that exist as a result of a removal of a Member of the Vestry by the Members of this Parish and except for a vacancy in the Rectorate, may be filled by a majority of the remaining Vestry Members, although less than a quorum, or by a sole remaining Member of the Vestry, and each Vestry Member so elected shall hold office until the expiration of the term of the replaced Vestry Member and until a successor has been elected and qualified;
(b) a vacancy or vacancies on the Vestry shall be deemed to exist in case of the death, resignation or removal of any Vestry Member, or in the case of an increase in the authorized number of Vestry Members or, if the Members of the Parish fail, at any Annual or Special Meeting of Members, at which any Member or Members of the Vestry are elected, to elect the full authorized number of Vestry Members to be elected at such meeting;
(c) in the event that any Vestry Member has been absent/unexcused from three consecutive, regular meetings of the Vestry, the seat of the Vestry Member, with the advice and consent of the Rector, may be declared vacant by the Vestry and a qualified Member of the Parish shall be elected to fill the vacancy. If the Parish does not have a Rector, the advice and consent of the Wardens shall be obtained;
(d) the Members of the Vestry may declare vacant the office of a Vestry Member who has been declared of unsound mind by a final order of a court, or has been convicted of a felony;
(e) subject to applicable provisions of Article III of these Bylaws regarding meetings of Members, the Members of this Parish may elect a member or members of the Vestry at any time to fill any vacancy or vacancies that have not been filled by the Vestry within a reasonable time after such vacancy(ies) occurred; and
(f) no reduction of the authorized number of Vestry Members shall have the effect of removing any Vestry Member prior to the expiration of his or her term of office.
Section 7. PLACE OF MEETING. Regular and Special Meetings of the Vestry shall be held on the premises of the Parish or at any place that has been designated by the Vestry.
Section 8. REGULAR MEETINGS OF THE VESTRY. Following each Annual Meeting of Members of the Parish, the Vestry shall hold a meeting for the purpose of appointment of a Junior Warden, election of officers and transaction of other business for which notice has been duly given. Regular meetings of the Vestry shall be held on the day and time adopted by the Vestry. Notice of such meetings shall be given to the Vestry Members within a reasonable time prior to the meetings.
Section 9. SPECIAL MEETINGS OF THE VESTRY. Special meetings of the Vestry for any purpose or purposes may be called by the Rector, either Warden or any three Members of the Vestry:
(a) special meetings of the Vestry shall be held upon four days notice by first-class mail or 24 hours notice given personally or by telephone, electronic mail, telegraph, telex or other similar means of communication. Any such notice shall be addressed or delivered to each Vestry Member at such Member’s address as it is shown upon the records of the Parish or as may have been given to the Parish by the Member for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the Parish; and
(b) notice by mail shall be deemed to have been given at the time a written notice is deposited by or on behalf of the sender in the United States mails, postage prepaid. Any other form of written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. An oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office or residence of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.
Section 10. QUORUM. A simple majority of the authorized number of Vestry Members constitutes a quorum at a meeting of the Vestry for the transaction of business, except to adjourn, as provided in Section 13 of this Article IV. Every act by a simple majority of the Vestry Members present at a meeting duly held at which a quorum is present shall be an act of the Vestry. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Vestry Members, if any action taken is approved by at least a simple majority of the required quorum for such meeting.
Section 11. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the Vestry may participate in a Vestry meeting through use of conference telephone or similar communications equipment, as though the missing Member(s) are physically present at the meeting, so long as all Vestry Members participating in such meeting can hear one another.
Section 12. WAIVER OF NOTICE. Notice of a meeting need not be given to any Vestry Member who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement the lack of notice to such Member. All such waivers, consents and approvals shall be filed with the Parish records or made a part of the minutes of the meetings.
Section 13. ADJOURNMENTS. A majority of Vestry Members present, whether or not a quorum is present, may adjourn a Vestry meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Vestry Members if the time and place were fixed at the meeting that was adjourned.
Section 14. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Vestry may be taken without a meeting if all Members of the Vestry shall individually or collectively consent in writing to that action. Such written consent(s) shall have the same force and effect as a unanimous vote of the Vestry and shall be filed with the minutes of the proceedings of the Vestry.
Section 15. REMOVAL OF MEMBERS OF THE VESTRY. Any one or more Members of the Vestry (other than the Rector) may be removed from office with or without cause by the affirmative vote of three-fourths (3/4) of the persons entitled to vote at any Special Meeting of the Vestry Members, provided that the notice of the meeting specifies such removal(s) as a purpose of the meeting and identifies the Member or Members proposed to be removed. If one or more Members of the Vestry are so removed, new Members of the Vestry may be elected at the same meeting to fill the vacancy(ies) resulting from such removal(s).
Section 16. Conflict of Interest. The Vestry shall enforce a policy on conflicts of interest and self-dealing that requires a disclosure by all Vestry members and officers and other persons in a position to influence decisions of actual and potential conflicts of interest and that will assure that no person holding such a position will be permitted to vote on any issue, motion or resolution that directly or indirectly inures to his or her benefit financially or with respect to which he or she shall have any other conflict of interest, except that such individual may be counted in order to qualify a quorum, and, except as the Board may otherwise direct, may participate in a discussion of such an issue, motion, or resolution if he or she first discloses the nature of his or her own interest. All issues of conflict of interest or potential conflicts of interest shall be dealt with in accordance with Section 9243 of the California Nonprofit Corporation Law.
Section 1. CREATION OF COMMITTEES. The Rector and the Senior Warden with approval of a majority of the Vestry may appoint one or more committees, each consisting of one or more Members of the Vestry and one or more Members of the Parish who are not Vestry Members, to serve at the pleasure of the Vestry and may delegate to such committee(s) the authority of the Vestry, exceptwith respect to:
(a) the approval of any action for which the California Nonprofit Religious Corporation Law requires approval of the Members of the Parish or approval of a simple majority of all Parish Members;
(b) the filling of vacancies on the Vestry;
(c) the fixing of compensation for serving on the Vestry or on any committee;
(d) the amendment or repeal of Bylaws or the adoption of new Bylaws;
(e) the amendment or repeal of any resolution of the Vestry which by its express terms is not so amendable or repealable;
(f) the approval of an annual Parish budget and revisions of such budget, as prepared by the Chief Financial Officer; or
(g) the election of a new Rector.
Any such committee may be designated as an Executive Committee, Finance Committee or such other name as the Vestry shall specify and shall exercise the authority of the Vestry in its area of responsibility. The Vestry may appoint alternate members of any such committee who may act in place of an absent member of the committee.
The Vestry shall have the authority to prescribe the manner in which proceedings of a Vestry committee shall be conducted. In the absence of any such prescription, a committee shall have the authority to prescribe the manner in which its proceedings shall be conducted. Any action by a committee which goes beyond the scope of its assigned area of responsibility shall be considered advisory and subject to approval by the Vestry.
Section 2. NOMINATING COMMITTEE. At least 90 days prior to each Annual Meeting, the Senior Warden shall appoint a Nominating Committee, which shall consist of five members, at least one of whom is a Vestry Member whose term will expire at the Annual Meeting, and at least one other Member of the Parish who is not a member of the Vestry and who would not be a candidate for election as a Vestry Member at the upcoming Annual Meeting. Such other Parish Member must be approved by the Vestry. Nominating Committee members must be at least 18 years of age and may not be an employee, or the spouse or partner of an employee, of the Parish. No member may serve on the Nominating Committee for more than two consecutive years. The Nominating Committee shall select and submit to the Vestry a slate of Parish Members who are eligible and willing to serve as Vestry Members to take the place of those Vestry Members whose terms will expire at the upcoming Annual Meeting. Four weeks prior to the Annual Meeting, the Vestry shall submit the slate to the Membership of the Parish. Nominees with the largest numbers of votes, equal to the number of Vestry Members to be elected, shall be elected as Members of the Vestry.
Other individuals may be nominated from the Parish Membership at large, provided the proposed names have been submitted in writing to the Clerk of the Vestry at least three weeks prior to the Annual Meeting. No nominations may be made “from the floor” at the Annual Meeting.
Section 3. FINANCE COMMITTEE. The Rector with approval of a majority of the Vestry shall annually appoint a Finance Committee, consisting of at least five members and at least two of whom shall be Members of the Vestry. The Senior Warden, the Treasurer and the Controller shall be Members of the Committee, and the Rector shall be an ex-officio member. The Treasurer shall be the Chair of the Committee. Vacancies on the Committee shall be filled by the Rector with approval of the Vestry. The Committee, along with the Parish’s Controller and her/his staff, shall be an integral part of the development of the Parish’s annual budget and shall monitor the Parish’s balance sheet and monthly income and expense statements. The Finance Committee will present a proposed Parish budget for information to Members prior to the Annual Meeting.
The Committee also shall supervise the investment of the funds of the Parish and report to the Vestry on the status of investments at least once every six months. Any transactions involving the Parish’s assets and investment thereof, actual or proposed, shall be reported to the Vestry for ratification.
Section 4. EXECUTIVE COMMITTEE. There shall be an Executive Committee consisting of the Rector, the Senior Warden and the Junior Warden. The Rector may also appoint the Treasurer to serve on the Executive Committee. The Executive Committee may exercise the powers of the Vestry in the management of the business of the Parish between meetings of the Vestry. Actions of the Executive Committee shall be reported and recorded in the official records of the next Regular or Special Meeting of the Vestry.
Section 5. AUDIT COMMITTEE. The Vestry shall appoint the members of the Audit Committee. The Committee may include persons who are not members of the Vestry but may not appoint any St. Margaret’s Episcopal Church staff as members of the Committee. The members of the Finance Committee will constitute less than one-half of the membership of the Audit Committee and the Chair of the Audit Committee may not serve on the Finance Committee. The Committee shall oversee the independent audit process for the Parish and report its findings to the Vestry. In addition, the Committee shall make recommendation to the Vestry about the retention and termination of the independent auditor, negotiate the independent auditor’s compensation on an annual basis, and confer with the independent auditor to satisfy the Committee members that the financial affairs of the Parish are in order and that the Parish’s financial statements fairly report and reasonably set forth the assets and liabilities and the income and expenses of the Parish and disclose the accounting bases used in their preparation. In addition, the Committee shall determine whether to accept the audit and assure that any audit or non-audit services performed by the auditing firm conform with standards for auditor independence as defined in Title 2, Canon 10 of the Canons of the Diocese of San Diego.
Section 1. OFFICERS. The officers of the Parish shall be those prescribed by the Diocesan Canons and these Bylaws, that is to say: the Rector, who is President of the Parish; the Senior Warden, who shall be appointed by the Rector and who shall be First Vice President of the Parish and a voting member of the Vestry; the Junior Warden, who shall be appointed by the Vestry and who shall be the Second Vice President of the Parish and a voting member of the Vestry; the Clerk, who shall be the Secretary; and the Treasurer, who shall be the chief financial officer. The Clerk, if an employee of the Parish, need not be a Member of the Parish or the Vestry. The Treasurer, at the discretion of the Vestry, need not be a member of the Vestry. Unless otherwise provided in these Bylaws or by resolution of the Vestry, all officers, except the Clerk, must be Members of the Parish. Except for the Rector, as President of the Parish, and the Senior Warden, as First Vice President of the Parish, all officers shall be chosen by the Vestry and serve at the pleasure of the Vestry.
Section 2. SUBORDINATE OFFICERS. The Vestry may elect, and may empower the Rector to appoint, such other officers with such titles and duties as shall be determined by the Vestry and as the business of the Parish may require, each of whom shall have such authority and perform such duties as are provided in these Bylaws or as the Vestry from time to time may determine in the resolutions establishing such offices.
Section 3. REMOVAL AND RESIGNATION. Any officer or employee, except the Rector, assisting clergy and the Senior Warden, may be removed from office, except from the Vestry, by a majority of the entire Vestry at the time in office, at any regular or Special Meeting of the Vestry. Subordinate employees may be removed by the Vestry or, subject to the powers of the Vestry as to temporal matters, by the Rector. The Senior Warden may be removed from that office by the Rector but not from the Vestry. Assisting clergy may be removed by the Rector.
Any officer may resign at any time by giving written notice to the Vestry or to the Rector or to the Clerk, except that, in accordance with the National Canons, a Rector may not resign without the consent of the Vestry. Any such resignation shall take effect at the date of the receipt of such notice or at a later date specified therein, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
Section 4. VACANCIES. A vacancy in any office referred to in Section 1 of this Article other than that of Rector or Senior Warden, because of death, resignation, removal, disqualification or any other cause shall be filled by election or appointment by the Vestry then in office. The office of Rector may be filled only in accordance with the provisions of the National and Diocesan Canons.
Section 5. RECTOR. The Rector, as President, shall be the chief executive officer of the Parish and shall as to secular matters, subject to such control as the Vestry may have under the Civil Law, have direction and control of the business and officers and employees of the corporation. The Vestry shall not infringe upon the ecclesiastical or other peculiar rights, privileges or prerogatives of the Rector. The Rector shall be, ex officio, a member of all of the standing committees or regular committees of the Parish and, subject to the powers of the Vestry as to temporal matters, shall have the power to employ subordinate employees. Appointment of assisting clergy shall be within the control of the Rector, but all matters pertaining to compensation or other temporalities shall be under the control of the Vestry. The Rector shall be called by the Vestry in consultation with the Bishop or Ecclesiastical Authority and elected by an affirmative vote of a minimum of two thirds of the Vestry. Neither the Clerk nor the Treasurer may serve concurrently as the Rector.
Section 6. WARDENS. In the absence or disability of the Rector, the Wardens, in the order of their rank (i.e., first the Senior Warden and then the Junior Warden), shall perform the secular duties of the Rector, and, when so acting, shall have all of the secular powers, and be subject to all the restrictions on the Rector. The Wardens shall have such other powers and perform such other duties as, from time to time, may be prescribed for them respectively by the Vestry or Bylaws.
Section 7. CLERK. The Clerk shall keep at the office of the Parish, a book containing minutes of all meetings of the Vestry and the Membership showing: the time and place of such meetings; whether regular or Special; if Special, how authorized; the notice thereof given; the names of those present at meetings of the Vestry; and the proceedings of each of such meetings. When written notice is required, the Clerk shall give notice of all meetings of the Membership and the Vestry, which notice shall include the matters to be considered at such meetings. The Clerk shall keep the seal of the Parish in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Rector, the Vestry or these Bylaws. The Clerk may not serve concurrently as the Rector.
Section 8. TREASURER. The Treasurer shall keep and maintain adequate and correct accounts of the properties and business transactions of the Parish, including pledges and other assets, liabilities, receipts, disbursements and accounts in general (or see that such records are kept and maintained by Parish staff members who are responsible to him/her for such records). The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Parish with such depository as may be designated from time to time by the Vestry. The Treasurer shall disburse the funds of the Parish as may be ordered by the Vestry; shall render to the Rector and the Vestry whenever they reasonably request it, an account of all transactions as Treasurer and of the financial condition of the Parish and shall have such other powers and perform such other duties as may be prescribed by the Vestry.
The Parish shall obtain fidelity bond coverage of the Treasurer and all other individuals who handle the Parish’s monies and other assets. Such bonds shall be in amounts sufficient to protect the Parish against fidelity losses that the Parish might reasonably expect to experience from the mishandling of Parish assets.
The procedures for deposit and withdrawal of monies and other assets shall be as set forth in resolutions which shall be adopted from time to time by the Vestry.
Section 1. CORPORATE RESTRICTIONS. Notwithstanding anything else herein contained, in the case of purely temporal and secular matters, as distinct from matters partly or wholly ecclesiastical, the laws of the State of California including the Nonprofit Corporation Law and the Nonprofit Religious Corporation Law as contained in the Corporations Code, are, and shall be, binding upon this Parish. The use of the Church buildings and grounds, however, is deemed to be an ecclesiastical matter, and is under the jurisdiction of the Rector.
Section 2. PARISH RECORDS. The Parish shall maintain adequate and correct books and records of account; minutes of the proceedings of the Members, the Vestry and committees thereof; and a record of Members giving their names and addresses. Those minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the foregoing. All of such books and records and accounts shall be kept at the room or place designated as the principal office of the Parish, as fixed by the Vestry, and proper provisions shall be made for the safekeeping thereof from fire, the elements, destruction or access by unauthorized persons and other dangers. All books and records of the Parish, to the extent required by the California Corporations Code, shall be open to inspection by Members of the Parish and the Vestry, in the manner provided for in that Code and these Bylaws.
Section 3. CERTIFICATION AND INSPECTION OF BYLAWS. The original or a correct copy of these Bylaws, as amended or otherwise altered to date, certified to by the Clerk, shall be open to inspection by a Member of the Parish at all reasonable times upon five business days prior written request to the Clerk. Inasmuch as these Bylaws adopt and make the National and Diocesan Constitutions and Canons a part of these Bylaws, these provisions as to certification and inspection shall apply to those copies of the same mentioned in Article I of these Bylaws.
Section 4. ENDORSEMENT OF DOCUMENTS; CONTRACTS. Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing and any assignment or endorsement thereof executed or entered into between the Parish and any other person, when signed by the Rector or any Warden and the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of the Parish shall be valid and binding on the Parish in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Vestry, and, unless so authorized by the Vestry, no officer, agent or employee of the Parish shall have any power or authority to bind the Parish by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.
Section 5. INDEBTEDNESS/SALE OF PROPERTY. No indebtedness (except ordinary amounts due on open accounts for goods and service in the ordinary course of the Parish’s business or as included in any budget or program approved by the Vestry), nor any sale or conveyance of property of the Parish involving an amount in excess of $1,000, nor any encumbrance of property of the Parish, shall be incurred, made or entered into, or be valid or binding against the Parish, unless each and all of the following requirements have been satisfied:
(a) A resolution to incur the indebtedness or make the sale, conveyance or encumbrance must be adopted at a meeting of the Vestry at which a majority of the authorized number of Vestry Members is present and vote in favor thereof.
(b) Such resolution must specify exactly, if it relates to a proposed indebtedness, the amount and terms of such proposed indebtedness and the purpose for which it is to be incurred; or, if it relates to a sale, conveyance or mortgage, the terms of the same.
(c) Such resolution must be fully set forth in the minutes of such meeting, along with the names of the Vestry Members who vote for or against the resolution or who abstain from voting on the resolution.
(d) When required by National or Diocesan Canon, the consent of the Bishop and the Standing Committee of the Diocese shall first be obtained in writing. Without limiting the generality of the foregoing, such consents shall be obtained as required by Title II, Section 3.09 of the Diocesan Canons, which Canon reads as follows:
“Should any Parish desire to mortgage or otherwise encumber, to sell, exchange or otherwise dispose of all or any of its real property, or to acquire, except by gift, devise, or bequest, any real property subject to an existing encumbrance, or to assume an existing encumbrance, written consent of the Bishop and Standing Committee must be obtained prior to any such sale, exchange, mortgage or other encumbrance, disposition or acquisition.”
Section 6. OWNERSHIP OF PROPERTY. The Parish’s assets are irrevocably dedicated to the exclusive use by and benefit of the mission and ministry of the Protestant Episcopal Church of the United States of America. If the Parish is ever dissolved, no part of its net earnings, properties, or assets shall inure to the benefit of any private person or individual, or to any director or officer of the Parish. All real and personal property held by or for the benefit of the Parish, shall be held in trust for the Parish and the Diocese of San Diego, or its successor, such entities to be the co-trustees of the trust. The existence of such trust, however, shall not limit the power and authority of the Parish otherwise existing over such property so long as the Parish remains a part of, and subject to, the Church and the Constitution and Canons of the Diocese of San Diego. On the dissolution or winding up of the Parish, its assets remaining after payment of or provision for payment of all debts and liabilities, shall be distributed to the Diocese of San Diego, or its successor.
Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the General Provision and Definitions of the California Nonprofit Corporation Law and in the California Nonprofit Religious Corporation Law shall govern the construction of these Bylaws.
The Parish shall have a corporate seal, which shall be circular or elliptical in form and shall have inscribed thereon the name of the Parish, the date of its incorporation, and the word “California.”
Section 1. AMENDMENT. These Bylaws may be amended at any regular Annual Meeting of the Members or at a Special Meeting of the Members called for the purpose of acting on proposed amendment(s). Amendments to these Bylaws may not be contrary to or inconsistent with the Articles of Incorporation of this Parish, or with the Constitutions and Canons of the National and Diocesan Churches.
Section 2. NOTICE. Notice of a proposed amendment of these Bylaws must first be given at a prior regular meeting of the Vestry or by special notice to all Members of the Vestry, setting forth the substance and reasons for the amendment. Notice of any proposed amendment to be presented at a meeting of the Membership, shall be given at the same time as the notice of the meeting.
Section 1. DEFINITIONS. For the purposes of this Article X, “agent” means any person who is or was a director, officer, employee or other agent of the Parish, or is or was serving at the request of the Parish as an agent of another enterprise. “Proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes without limitation attorneys fees and any expenses of establishing a right to indemnification under Sections 4 or 5(c) of this Article X.
Section 2. INDEMNIFICATION IN ACTIONS BY THIRD PARTIES. The Parish shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Parish to procure a judgment in its favor, an action brought under Section 9243 of the California Nonprofit Religious Corporation Law, or an action brought by the Attorney General pursuant to Section 9230 of the California Nonprofit Religious Corporation Law) by reason of the fact that such person is or was an agent of the Parish, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person believed to be in the best interests of the Parish, and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Parish or that the person had reasonable cause to believe that the person’s conduct was unlawful.
Section 3. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE PARISH. The Parish shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Parish, or brought under Section 9243 of the California Nonprofit Religious Corporation Law, or brought by the Attorney General pursuant to Section 9230 of the California Nonprofit Religious Corporation Law, to procure a judgment in its favor by reason of the fact that such person is or was an agent of the Parish, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the Parish and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 3:
(a) In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Parish in the performance of such person’s duty to the Parish, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;
(b) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or
(c) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval unless it is settled with the approval of the Attorney General.
Section 4. INDEMNIFICATION AGAINST EXPENSES. To the extent that an agent of the Parish has been successful on the merits in defense of any proceeding referred to in Sections 2 or 3 of this Article X or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.
Section 5. REQUIRED DETERMINATION. Except as provided in Section 4 of this Article X, any indemnification under this Article X shall be made by the Parish only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article X, by either:
(a) A majority vote of a quorum consisting of Vestry members who are not parties to such proceeding; or
(b) Approval of the Members with the persons to be indemnified not being entitled to vote thereon; or
(c) The court in which such proceeding is or was pending upon application made by the Parish or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the Parish.
Section 6. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by the Parish prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article X.
Section 7. OTHER INDEMNIFICATION. No provision made by the Parish to indemnify its Vestry members or officers, or its subsidiary’s directors or officers, for the defense of any proceeding, whether contained in the Articles, Bylaws, resolution of Members or Vestry members, agreement or otherwise, shall be valid unless consistent with this Article X. Nothing contained in this Article X shall affect any right to indemnification to which persons other than such Vestry members and officers may be entitled by contract or otherwise.
Section 8. FORMS OF INDEMNIFICATION NOT PERMITTED. No indemnification or advance shall be made under this Article X, except as provided in Sections 4 or 5(c), in any circumstance where it appears that:
(a) It would be inconsistent with a provision of the Articles, Bylaws, resolution of the Members or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
(b) It would be inconsistent with any condition expressly imposed by a court in approving a settlement.
Section 9. INSURANCE. The Parish shall have the power to purchase and maintain insurance on behalf of any agent of the Parish against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the Parish would have the power to indemnify the agent against such liability under the provisions of this Article X; provided, however, that the Parish shall have no power to purchase and maintain such insurance to indemnify any agent of the Parish for a violation of Section 9243 of the California Nonprofit Religious Corporation Law.
Section 10. NONAPPLICABILITY TO FIDUCIARIES OF EMPLOYEE BENEFIT PLANS. This Article X does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person’s capacity as such, even though such person may also be an agent as defined in Section 1 of this Article X. The Parish shall have power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California General Corporation Law.
Section 1. GENERAL. The provisions of this Article XI shall be operative only during a national emergency declared by the President of the United States or the person performing the President’s functions, or in the event of a nuclear, atomic or other attack on the United States or a disaster making it impossible or impracticable for the Parish to conduct its business without recourse to the provisions of this Article XI. Said provisions in such event shall override all other Bylaws of the Parish in conflict with any provisions of the Article XI, and shall remain operative so long as it remains impossible or impracticable to continue the business of the Parish otherwise, but thereafter shall be inoperative; provided that all actions taken in good faith pursuant to such provisions shall thereafter remain in full force and effect unless and until revoked by action taken pursuant to the provisions of the Bylaws other than those contained in this Article XI.
Section 2. UNAVAILABLE VESTRY MEMBERS. All members of the Vestry who are not available to perform their duties as such by reason of physical or mental incapacity or for any other reason or whose whereabouts are unknown shall automatically cease to be Vestry members, with like effect as if such persons had resigned from the Vestry, as long as such unavailability continues.
Section 3. AUTHORIZED NUMBER OF VESTRY MEMBERS. The authorized number of Vestry members shall be the number of such members remaining after eliminating those who have ceased to be Vestry members pursuant to Section 2 of this Article.
Section 4. QUORUM. The number of Vestry members necessary to constitute a quorum shall be the number bearing the same proportional relationship to the numbers of Vestry members remaining pursuant to Section 2 of this Article as the quorum established in Article IV, Section 9 bears to the authorized number of Vestry members set forth in Article IV, Section 3.
Section 5. VESTRY MEMBERS BECOMING AVAILABLE. Any person who has ceased to be a Vestry member pursuant to the provisions of Section 2 of this Article and who thereafter becomes available to serve as a Vestry member shall automatically resume exercising the powers and performing the duties of a Vestry member unless the term of office of such person has expired in accordance with its original terms and a successor has been selected and qualified.
THE UNDERSIGNED, being the Clerk and Secretary of the Parish known as St. Margaret’s Episcopal Church, Palm Desert, California, a California religious nonprofit corporation, do hereby certify the foregoing to be the Bylaws of the Parish, and that the same were adopted at “the Annual Meeting of the Parish Membership held on January 27, 2013.”
IN WITNESS WHEREOF, I have hereunto set my hand the 27th day of January, in the year of our Lord 2013.
Clerk and Secretary
CERTIFICATE OF CLERK AND SECRETARY
ST. MARGARET’S EPISCOPAL CHURCH, PALM DESERT
a California Nonprofit Corporation
I hereby certify that I am the duly elected and acting Clerk and Secretary of the Parish and that the foregoing Bylaws, comprising 20 pages, constitute the Bylaws of the Parish as duly adopted at a Parish Membership held on January 27, 2013.
Clerk and Secretary
January 25, 2009
January 27, 2013