BYLAWS OF SERVANTS OF CHRIST ANGLICAN CHURCH, INC.
Gainesville, Florida
Table of Contents
Article I. Foundational
Section 101. Purposes of the Parish
Section 102. Purpose of These Bylaws
Section 103. Agreement to Follow Constitutions and Canons of Anglican Church in North America and Gulf Atlantic Diocese
Article II. Congregational Meetings
Section 201. Annual Meeting of the Congregation
Section 202. Special Meetings
Section 203. Notice
Section 204. Quorum
Section 205. Presiding Officer
Section 206. Rules of Procedure
Article III. Electing Vestry
Section 301. Nominating Committee
Section 302. Nominations
Section 303. Voting Procedure
Section 304. Vacancies
Article IV. Vestry
Section 401. Authority
Section 402. Duties
Section 403. Membership
Section 404. Lay Members’ Qualifications
Section 405. Lay Members’ Terms
Section 406. Unexcused Absences
Section 407. Annual Meeting of the Vestry
Section 408. Special Meetings
Section 409. Quorum
Section 410. Notice
Section 411. Meeting by Electronic Means
Section 412. Attending Meetings
Section 413. Acting Without a Meeting
Section 414. Committees
Section 415. Agents and Representatives
Section 416. Compensation
Article V. Officers
Section 501. In General
Section 502. Senior Warden
Section 503. Junior Warden
Section 504. Secretary
Section 505. Treasurer
Section 506. Lay Members’ Terms
Section 507. Authorized Signatures
Article VI. Lay Delegates to Diocesan Synod
Section 601. In General
Section 602. Selection
Article VII. Rector, Assisting Clergy, and Lay Employees
Section 701. Rector
Section 702. Rector Search Committee
Section 703. Assisting Clergy
Section 704. Clergy Compensation
Section 705. Lay Employees
Section 706. Requirements to Officiate in the Parish
Article VIII. Fiscal
Section 801. Financial Policies and Procedures
Section 802. Internal Controls
Section 803. Fiscal Year
Section 804. Giving to Diocese
Section 805. Parish Property Is Irrevocably Dedicated to Nonprofit Purposes
Section 806. Distributing Property if Parish Is Dissolved
Article IX. Amending Bylaws Section 901. Procedure
Section 902. Supremacy of Constitutions and Canons of Anglican Church in North America and Gulf Atlantic Diocese
Section 903. Disassociation
Article X. Miscellaneous
Section 1001. Waiving Notice
Section 1002. Indemnification
Article XI. Definitions
Section 1101. Congregation
Section 1102. Parish
Section 1103. Member
Section 1104. Qualified Elector
Article I. Foundational
Section 101. Purposes of the Parish
In accordance with Florida law and Section 501(c)(3) of the Internal Revenue Code of the United States, and the corresponding provisions of any subsequent Federal tax laws, Servants of Christ Anglican Church, Inc. shall be operated exclusively for religious purposes as a Florida Not For Profit Corporation.
Section 102. Purpose of These Bylaws
These Bylaws are adopted to provide for the orderly administration of the affairs of the Clergy,
Wardens, Vestry, and Members of Servants of Christ Anglican Church, Inc., a Florida Not For Profit Corporation, Gainesville, Florida (the Parish), and are to be applied consistent with and subject to the Articles of Incorporation of the Parish filed with the Florida Department of State, April 25, 2005, Document No. N05000004344.102.
Section 103. Agreement to Follow Constitutions and Canons of the Anglican Church in North America and the Gulf Atlantic Diocese
Article II. Congregational Meetings
Section 201. Annual Meeting of the Congregation
There shall be an Annual Parish Meeting of the congregation in the month of February at a time, date and location specified by the Rector (or, in the absence of the Rector, the Senior Warden). The Annual Parish Meeting shall precede the annual meeting of the Vestry to be held within forty-five (45) days following the Annual Parish Meeting.
Section 202. Special Meetings
Special Parish Meetings may be called by the Rector or by majority vote of the Vestry.
Section 203. Notice
Notice of the Annual Parish Meeting and Special Parish Meetings shall be given to members of the Parish by the Rector or the Vestry orally and digitally as follows:
- Oral notice shall be given aloud during, immediately before, or immediately after the principal Sunday service at least four weeks before the meeting;
- Electronic Notice. The Parish shall send notice electronically to qualified electors for whom the church has e-mail or text message addresses at least 20 calendar days before the meeting;
- Emergency Action: Under extraordinary and exigent circumstances requiring rapid action by the Congregation, the Vestry may, by unanimous vote, reduce the notice required under subsections (a) and (b).
- Electronic Notice May Contain Other Information: An e-mail or text message giving notice of a congregational meeting may contain other information if the notice is the first and most prominent item in the message.
Section 204. Quorum
Thirty percent (30%) of the members of the Parish qualified to vote shall constitute a quorum for the purpose of transacting business at any Parish meeting. The act of the majority of the members present at a meeting in which a quorum of members is present shall be the act of the members.
Section 205. Presiding Officer
The Rector shall preside at all Parish Meetings and in the absence of the Rector, the Senior Warden and Junior Warden in succession shall preside. The presider may appoint a warden or other Vestry member to chair the meeting if desired.
Section 206. Rules of Procedure
Article III. Electing Vestry
Section 301. Nominating Committee
- Each year there shall be established a Nominating Committee consisting of the outgoing Vestry members, and the seated Junior Warden (whether outgoing or not). The Junior Warden shall serve as chair of the Nominating Committee. The Nominating Committee shall be established at least three months prior to the Annual Meeting. Copies of these Bylaws shall be provided to the Nominating Committee. Nominating Committee members are not eligible for nomination to serve on the Vestry.
- The Nominating Committee shall review all nominations for Vestry and shall publish a slate of nominees to fill the positions being vacated. All nominees who meet the qualifications will be added to the slate with no restriction on the total number of nominees. The Nominating Committee shall publish the slate of nominees to the members of the Parish at least three weeks prior to the Annual Parish meeting.
Section 302. Nominations
Nominations for Vestry may be made by any qualified elector of the Parish. Nominations must be made in writing using the nomination forms provided for this purpose, and provided to the Nominating Committee at least two months prior to the next Annual Parish Meeting. All nominees must meet the qualifications set forth in Article IV, Section 404 and Article XI, Section 1103 of these Bylaws. The person nominating must have obtained the nominee’s written consent to his or her name being placed in nomination.
Section 303. Voting Procedure
The Nominating Committee shall supervise elections at Parish meetings. Only those nominated according to the procedures set forth in Section 302 above shall be candidates for election. Nominations from the floor shall not be permitted.
- Lots. Vestry shall be chosen by lot, but must be confirmed by the majority of electors present.
- Election Procedure; Nominating Committee. The Chair of the Nominating Committee shall place all of the qualified nominees published in the Slate of Nominees into a vessel and randomly shuffle the entries. A time of prayer over the nominees is observed and a volunteer from the qualified electors present will draw names sequentially to fill each position plus two alternates.
- Qualifications. To serve on the Vestry, a person must conform to the qualifications set forth in Article IV, Section 404 and Article XI, Section 1103 of these Bylaws. The Nominating Committee, in consultation with the Rector, Treasurer, and Bookkeeper, is responsible for determining if a proposed candidate is qualified.
- Vacancies. The Vestry may fill any vacancy by appointing a qualified member of the Parish to serve the unexpired term.
Article IV. Vestry
Section 401. Authority
Except as otherwise provided in these Bylaws, the business and secular affairs of the Parish shall be managed by its Board of Directors which shall be known as the Vestry.
Section 402. Duties
The Vestry shall manage the Parish’s business and secular affairs conscientiously and in keeping with high standards of honesty.
Section 403. Membership
The Vestry shall consist of the Rector, and nine confirmed members of the Parish who meet the qualifications of Article XI, Section 1103 and who shall be elected by the members of the Parish, three (3) of whom shall be elected each year, and serve in accordance with the Articles of Incorporation of the Parish and these Bylaws. The Rector shall act as the chair of the Vestry, with voice and vote, at annual, regular or special meetings.
Section 404. Lay Members’ Qualifications
In addition to the qualifications contained in Article XI, Section 1103, lay members of the Vestry: a. Shall be a confirmed member of Servants of Christ Anglican Church, Inc. and a qualified elector of the Parish for at least one year;
- Shall accept the principle of tithing in giving and be willing to commend this principle to the congregation by both word and example;
- Shall accept active leadership, including responsibility for decision making that represents the entire Parish, and invest the time necessary in the ministry of leadership, including attendance at worship, Vestry meetings, committees, special events, and other activities, as required;
- Shall, if called upon, serve on the Parish’s Committees as well as Boards of affiliated corporations of the Parish;
- May not be an employee of the Parish or any affiliated corporation during his or her term of office; and
- Members of the same immediate family (spouses, parents, children, siblings, and in-laws) may not serve on the Vestry at the same time.
Section 405. Lay Members’ Terms
- Members of the Vestry shall be elected at the Annual Parish Meeting for a term of three years, after which they are ineligible for reelection for one year, provided, however, persons selected to fill a vacancy of the unexpired term of a previous Vestry member shall be eligible to be nominated to the Vestry at the annual meeting immediately following the expiration of their term. Terms shall be staggered with one third of the Vestry being selected annually. Upon election, newly elected Vestry shall serve an interim period from the Annual Parish Meeting of their election through the month following the Annual meeting of the Vestry with voice but no vote. At the subsequent meeting of the Vestry, the newly elected Vestry shall be seated with both voice and vote, and the term of the outgoing Vestry members shall end.
- Any Vestry member may resign by giving written notice to the Rector or the Secretary.
- The Vestry may elect to freeze the terms of the Vestry members during the search process for a new Rector up to one year. Vacancies shall be filled as provided in Article III, Section 304.
Section 406. Absences
A lay member of the Vestry or officer who has a total of four absences from regularly scheduled meetings of the Vestry in any twelve month period of the member’s or officer’s term shall automatically forfeit his or her membership on the Vestry or office (if not a Vestry member).
Section 407. Annual Meeting of the Vestry
The agenda for the Vestry Annual Meeting shall include the election of officers, the appointment of committees, the receipt of reports from committees and officers, setting the regularly scheduled monthly meetings of the Vestry, and the transaction for such other business as may properly come before the meeting. Copies of the Bylaws will be distributed to the Vestry at the first meeting following the Annual Parish Meeting.
Section 408. Special Meetings
The Rector, Senior Warden, or Junior Warden may call a special meeting of the Vestry at any time or shall call a meeting upon the request of three members of the Vestry.
Section 409. Quorum
A quorum shall consist of a majority of the lay members of the Vestry.
Section 410. Notice
The Rector and lay members of the Vestry shall be given a minimum of 24 hours’ notice of any meeting.
Section 411. Meeting by Electronic Means
Members of the Vestry, or of any committee of the Vestry, may participate in and act at any meeting of such Vestry or committee through the use of a conference telephone, video conference, or any other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
Section 412. Attending Meetings
- The Vestry shall meet monthly, the Rector presiding, unless the Rector and Senior Warden determine there is no business to transact, whereupon the regular meeting may be canceled.
- The Bishop of the Gulf Atlantic Diocese and Members of the congregation shall be welcome at any meeting of the Vestry (except when the Vestry shall declare itself in executive session) but without voice or vote. At the invitation of the presiding officer, or of one of the Wardens or Chair of any standing committee yielding for the purpose, others may be permitted on the floor. Voice may be granted to anyone in attendance.
Section 413. Action Without a Meeting
Any action required or permitted to be taken by the Vestry at a meeting may be taken without a meeting if consent is in writing, setting forth the action taken and signed by all Vestry members. Confirmation of action by the Vestry may be completed by email so long as each member of the Vestry approving such action has a valid email address and can consent in a reasonable manner capable of being independently confirmed.
Section 414. Committees
- Standing Committees. The Vestry may establish standing committees from time to time as it deems appropriate, with such powers and responsibilities as determined by the Vestry. The Chairman of each committee shall establish reasonable procedures for conducting committee meetings and providing notice to committee members of such meetings. A majority of the members of any committee shall constitute a quorum for the conduct of business. The Chairman of each committee shall ensure that appropriate minutes and records are maintained by the committee. Vacancies in the membership of any committee may be filled by appointment made in the same manner as provided in the case of the original appointments.
- Other Committees. On the basis of the needs of the Parish, the Rector and Vestry shall determine the number, duties, powers and responsibilities of other committees of the Vestry. The chair of the committees shall be appointed annually by the Rector and Senior Warden. Additional members may be appointed at any time by the Rector to fill vacancies or at the request of the chair to appoint additional personnel for the work of the committee. The Chairman of each committee shall establish reasonable procedures for conducting committee meetings and providing notice to committee members of such meetings. A majority of the members of any committee shall constitute a quorum for the conduct of business. The Chairman of each committee shall ensure that appropriate minutes and records are maintained by the committee.
Section 415. Agents and Representatives
The Vestry may appoint such agents and representatives of the Parish with such powers and to perform such acts or duties on behalf of the Parish as the Vestry may see fit, so far as may be consistent with these Bylaws and to the extent authorized or permitted by law.
Section 416. Compensation
Lay Vestry members in their services as Vestry members, as officers or as members of committees, shall serve without compensation for their services, but may fix a reasonable allowance for reimbursement of expenses actually incurred in connection with their duties.
Article V. Officers
Section 501. In General
The officers of the Parish shall consist of the Rector, Senior Warden, Junior Warden, Secretary, and Treasurer.
Section 502. Senior Warden
The Senior Warden, a member of the Vestry, shall be appointed by the Rector with the Vestry’s confirmation. He or she shall preside at meetings of the Vestry in the absence of the Rector, and shall assist and serve the Rector for the good of the Parish.
Section 503. Junior Warden
The Junior Warden, a member of the Vestry, shall be elected by a majority vote of the Lay Vestry at the Vestry Annual meeting, or at any such time as is needed to fill a vacancy in the office. The Junior Warden shall have such duties as requested by the Vestry.
Section 504. Secretary
The Secretary shall be a confirmed member and qualified elector of the Parish and shall be elected by a majority vote of the Vestry at the Vestry Annual meeting, or at any such time as is needed to fill a vacancy in the office. The Secretary shall have the duty of ensuring that the minutes of all Vestry and Parish meetings are accurately recorded and maintained and of performing such additional duties as requested by the Vestry.
Section 505. Treasurer
The Treasurer shall be a confirmed member and qualified elector of the Parish and shall be elected by the Vestry at the Vestry Annual meeting, or at any such time as is needed to fill a vacancy in the office. The Treasurer shall have charge and custody of all Parish funds and securities, shall keep, or cause to be kept, accurate accounts of the properties and financial transactions of the Parish; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Senior Warden or by the Vestry.
Section 506. Lay Members’ Terms
The term of all lay officers shall be one year and until a successor shall have been duly elected and qualified. Officers may be reappointed or re-elected. These officers may be removed with or without cause at any time by the Vestry. An Officer may resign at any time by delivering a written notice to the Rector or Secretary. A resignation shall be effective when the Notice is delivered unless the Notice specifies a later effective date.
Section 507. Authorized Signatures
The Senior Warden may sign, with the Secretary or Treasurer, or any other proper officer of the Parish authorized by the Vestry, any contracts, deeds, mortgages, or other instruments which the Vestry has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Vestry or the Bylaws to some other officer or agent of the Parish or shall be required by law to be otherwise signed or executed.
Article VI. Lay Delegates to Diocesan Synod
Section 601. In General
Servants of Christ Anglican Church, Inc. will send the number of delegates to Synod allotted by the Diocese.
Section 602. Selection
Delegates in addition to the Sr. Warden, when appropriate, shall be nominated by the Vestry from the members of the Congregation with approval from the Rector. Such delegates must also fit the criteria required for service on the Vestry.
Article VI. Rector, Assisting Clergy, and Lay Employees
Section 701. The Rector
- The call of the Rector shall be in writing in a letter of agreement between the Rector and the Vestry and must clearly express the job description and any special conditions together with the understandings as to salary and benefits, including vacation, continuing education, sabbaticals and other time off. The salary and benefits may be changed, but shall always be reduced to writing, signed by both parties, and included in the Vestry Minutes.
- The Rector shall not be called or dismissed from this church without the consent of the Vestry and the concurrence of the Bishop of the Diocese. If conflicts in the pastoral relationship develop and reasonable attempts at reconciliation have been unsuccessful, and if either the Rector or a majority of the Vestry believe the pastoral relationship to be imperiled or hindered, either or both shall present the matter to the Bishop. Both the Rector and the Vestry shall participate cooperatively in the process.
- The Rector has authority over all of the spiritual concern, musical and ritual observances by the Parish. The Rector shall, after consultation with the Vestry, have authority over all Guilds, Societies, and associations within the Parish as well as the hiring and firing of Parish staff. Unless otherwise provided by the Articles of Incorporation, the Rector may call meetings of the Vestry and Congregation as the Rector shall deem appropriate and shall serve as ex-officio President of the same, and is entitled to speak on all questions before these bodies.
- For the purposes of the office and for the full and free discharge of all functions and duties pertaining thereto, the Rector shall, at all times, be entitled to the use and control of the Church and Parish buildings with the appurtenances and furniture thereof. All meetings and functions held within the Church and Parish buildings are subject to the approval of the Rector.
- When a Parish proceeds to call a new Rector, it shall first consider a list of candidates proposed by the Bishop. The Vestry may reject all of the proposed names after due research and shall thereupon notify the Bishop. The Vestry may then ask the Bishop for additional names and may reject all of these. They may then proceed to consider other names. The Vestry’s choice shall be communicated to the Bishop in writing together with documentation evidencing the qualifications of the candidate to meet the Parish’s requirement for priestly leadership. The Bishop shall have the option of approving, or, after consultation with the Standing Committee, of rejecting the proposed candidate. If the candidate is rejected, the Vestry may proceed to consider other candidates. In the event of a disagreement between the Bishop and the Vestry regarding Clergy selection, the disagreement shall be submitted to the Ecclesiastical Court for resolution in a timely manner.
- A member of the Clergy shall not be recognized by the Bishop as the Rector of the Parish until said elected member of the Clergy has been canonically transferred to this jurisdiction. The said member of the Clergy shall not, with or without the consent of the Vestry of said Parish, perform any of the rites or ceremonies of the Church except with the special permission of the Bishop of this Diocese, until the Bishop or the Ecclesiastical authority has certified to the Vestry that such member of the Clergy-elect has been canonically transferred to this jurisdiction. The certificate of the Bishop or Ecclesiastical Authority shall be entered upon the minutes of the Vestry.
Section 702. Rector Search Committee
In the event of a vacancy of the position of Rector, the Vestry shall appoint, from among the Church’s qualified electors, a Search Committee. The duties of the Search Committee shall include, but not be limited to, preparing a Parish profile, interviewing candidates proposed by the Bishop’s office, and recommending to the Vestry one or two candidates to be considered for the position of Rector. The Vestry shall then select the Rector by a two-thirds vote, subject to the approval of the Bishop.
Section 703. Assisting Clergy.
All assisting clergy of this church shall serve under the direction of and at the pleasure of the Rector. No assisting clergy may be called or dismissed from this church without prior consultation with the Bishop.
Section 704. Clergy Compensation
The annual salary and other compensation of full time clergy shall be in substantial conformity with the guidelines established in the Clergy Compensation Guide, recommended by the Diocesan Council and approved by the annual Synod. The Vestry may request and receive from the Standing Committee a deviation from the guidelines for good cause shown.
Section 705. Lay Employees
Lay employees of this church shall serve under the direction of and at the pleasure of the Rector.
Article VIII. Fiscal
Section 801. Financial Policies and Procedures
The Vestry shall adopt an integrated set of financial policies and procedures.
Section 802. Internal Controls
The Vestry shall adopt rules and procedures designed to maintain the Parish’s financial integrity by preventing financial irregularities.
Section 803. Fiscal Year
The fiscal year of the Parish shall begin on the first day of July in each year and shall end on the last day of June of the following year.
Section 804. Giving to Diocese
Servants of Christ Anglican Church Inc. shall provide support for the Office of Bishop and the Diocese. The level of support shall be determined by the Vestry and reported to the Diocese by the date set by the Diocese for the subsequent Diocesan fiscal year.
Section 805. Parish Property Is Irrevocably Dedicated to Nonprofit Purposes All assets, of every kind and nature, held by Servants of Christ Anglican Church, Inc. are, and shall be, irrevocably dedicated to and inured to the benefit of the charitable, educational, and religious purposes of the Servants of Christ Anglican Church, Inc., and used according to the requirements of the Internal Revenue Code Section 501(c)(3) “the Code”. Each gift or contribution received by Servants of Christ Anglican Church, Inc. shall be deemed restricted and designated by the donor to advance charitable, educational, and religious purposes of Servants of Christ Anglican Church, Inc.
Section 806. Distributing Property if Parish is Dissolved
In the event of dissolution or termination of Servants of Christ Anglican Church, the parish’s property shall be distributed as directed by the Vestry of Servants of Christ Anglican Church in accordance with applicable law of the State of Florida and within the meaning of Section 501(c)(3) of the Code. In the event there are insufficient members to constitute a Vestry, any remaining officer(s) of the Vestry shall distribute the parish property of Servants of Christ Anglican Church by liquidating all assets and distributing the proceeds to the Gulf Atlantic Diocese.
Article IX. Amending Bylaws
Section 901. Procedure
Amendments to these Bylaws may be proposed in writing to or by the Vestry and, in either event, published by the Vestry to the members of the Parish at least two weeks prior to any duly noticed and called Annual or Special Parish meeting. Any such proposed amendment may be adopted by a majority vote of the members of the Parish attending and qualified to vote at the Annual or Special Parish meeting at which the proposed amendment is noticed for consideration.
Section 902. Supremacy of Constitutions and Canons of Anglican Church in North America and Gulf Atlantic Diocese
No amendment or addition to these Bylaws shall be made or adopted which is in conflict with the Constitution and Canons of the Gulf Atlantic Diocese or the Anglican Church in North America. In case of conflict with these Bylaws, diocesan and provincial Constitution and Canons shall prevail.
Section 903. Disassociation
The Parish retains the right to disassociate from the Diocese or Province at any time by a two-thirds (⅔) vote of the qualified electors at an Annual Parish Meeting or Special Parish Meeting.
Article X. Miscellaneous
Section. 1001 Waiving Notice
Whenever any notice is required to be given under the provision of Florida law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or person entitled to such notice whether before or after the time stated therein shall be deemed equivalent to the giving of such notice.
Section 1002. Indemnification
The Parish shall indemnify the offices, directors, clergy, employees and agents of the Parish to the full extent permitted by the Florida Not For Profit Corporation Act, Chapter 617, Florida Statutes. This indemnification provision shall not be deemed to be exclusive of any other rights to which such officers, directors, clergy, employees, and agents may be entitled under these Bylaws, any agreement, any insurance maintained by the Parish, or otherwise.
Article XI. Definitions
Section 1101. Congregation
The term “Congregation” means the Church’s members who have been baptized, who intend to pursue the life of discipleship as part of Servants of Christ Anglican Church, Inc., who have notified the Church of this decision and who meet the requirements of Section 1103 herein.
Section 1102. Parish
The term Parish refers to Servants of Christ Anglican Church, Inc. and is interchangeable with the Church.
Section 1103. Member
A Member of Servants of Christ Anglican Church, Inc. shall be:
- Eighteen years of age or older;
- Confirmed or received into the Anglican Church in North America;
- Free from ecclesiastical discipline;
- Attending worship weekly (unless reasonably prevented) for six months;
- Contributing his or her time, talents and treasure to the expenses or needs of the Parish;
- Shall be committed to Jesus Christ as Lord and Savior, to the Holy Scripture as the foundation and authority for our life together and containing all things necessary to salvation, and to orthodox teaching defined by Scripture and confessed in the historic Creeds;
- Shall affirm the Jerusalem Declaration of 2008;
- Having completed a membership class and been publicly received by the Church as a member.
Section 1104. Qualified Elector
A Qualified Elector of Servants of Christ Anglican Church, Inc. shall be:
- A member in good standing;
- Attending worship weekly (unless reasonably prevented) for at least one year;
- Contributing his or her time, talents and treasure to the expenses or needs of the Parish for at least one year.