ARTICLE I

NAME AND OBJECT

a. The name of this Corporation shall be The Episcopal Church of the Good Shepherd, Kingwood, Texas.

b. The corporation may be referred to informally as simply “Good Shepherd Episcopal Church,” “Good Shepherd Church,” or herein, as the “Parish.”

c. The corporation is organized for religious, educational, missionary, and other customary purposes of The Protestant Episcopal Church in the United States of America.

ARTICLE II

PARISH MEETINGS

a. There shall be an annual meeting of the qualified voters of the parish on the first Monday in January, or as soon thereafter as convenient, for the election of Delegates and Alternate Delegates to the Annual Convention of the Diocese of Texas, for receiving reports, and for such other business as it may lawfully transact. The Parish Meeting at which the election of Vestry members takes place may be held no earlier than October 1st nor later than the annual Parish meeting, as the Vestry may determine, public notice of such election in any case to be given during the stated services the two (2) Sundays preceding with those elected not to take office until the adjournment of the Parish Annual Meeting which occurs in January. The time and place of the annual meeting shall be designated by the Rector, or if the office of Rector be vacant, then the Senior Warden, the Junior Warden, or a majority of Vestrymen, taking precedence in the order named, shall designate the time and place of the annual meeting; and notice of such meeting shall be given at all the Sunday services of the Parish for at least one week preceding the meeting.

b. The qualified voters of the Parish shall be enrolled, confirmed communicants of the Parish in good standing who are eighteen years of age or over, and none shall vote by proxy. A communicant is in good standing if he, for the previous year, has been faithful in corporate worship, unless for good cause prevented, and has been faithful in working, praying and giving for the spread of the Kingdom of God.

c. Special meetings of the congregations may be called by the Bishop, the Rector, one Warden, or by any two Vestrymen, or by petition of at least 25% of the voting members of the congregations. Announcement of the time, place, and purpose of all such special meetings shall be given at all the Sunday Services of the Parish for at least two weeks preceding such a meeting, unless shorter or other notice be directed by the Bishop.

d. The Rector shall preside at all Parish meetings, but if the Rector be not present, then a Warden or a Vestryman, in order of seniority, shall preside.
 

ARTICLE III

THE VESTRY

a. The Vestry shall consist of twelve Vestrymen. Each Vestryman shall be a qualified voter, at lease eighteen (18) years of age, and an enrolled, confirmed communicant of the Parish in good standing. Each Vestryman shall have subscribed to the following declaration, “I am persuaded that the Holy Scriptures contain all doctrine required as necessary for eternal salvation through faith in Jesus Christ, and I accede to the Doctrine, Discipline, and Worship of the Protestant Episcopal Church.”

b. The Rector, when present, shall preside at meetings of the Vestry. In the absence of the Rector, the Senior Warden or Junior Warden, in that order, shall preside.

c. The Senior Warden shall be appointed annually from among the Vestrymen by the Rector at the annual Parish meeting. The Junior Warden shall be elected annually from among the Vestrymen by the Vestry members. The election shall be held at the first Vestry meeting after the annual Parish meeting. The term of office for each Warden shall be one (1) year or until the next appointment or election by the Vestry respectively as provided above. Except as herein provided, any member of the Vestry shall be eligible for either office of Warden. A retiring or resigning Senior Warden who has served a full term or who has served at least six (6) months of another’s original term shall not be eligible to serve again as Senior Warden until there shall have elapsed a period of two (2) years from the date of such retirement or resignation. A Junior Warden may succeed himself in office. A vacancy occurring in the office of Senior Warden shall be filled by appointment by the Rector as soon as reasonably prudent. A vacancy occurring in the office of Junior
Warden shall be filled by the Vestry at any regular or special meeting. If a vacancy exists in the office of the Rector, the Senior Warden shall be elected from among the Vestrymen by the Vestry members at the times and under the circumstances otherwise provided above.

d. The Treasurer shall be appointed by the Rector, subject to the approval of the Vestry, for an initial three year term or until his successor is duly appointed. After the initial three year term, the Treasurer may be re-appointed by the Rector, subject to the approval of the Vestry, for successive one year terms. Such initial appointment (as well as each successive re-appointment, if any) shall be made at the first Vestry meeting following the annual Parish meeting. The Treasurer may not be a member of the Vestry. A vacancy occurring in the office of the Treasurer shall be filled by appointment by the Rector as soon as reasonably prudent. If a vacancy exists in the office of the Rector, the Treasurer shall be appointed by the Senior Warden at the times and under the circumstances otherwise provided above, subject to approval by the Vestry.

The Clerk shall be elected by the Vestry at the first Vestry meeting following the annual Parish meeting. The term of office for the Clerk shall be one (1) year or until his successor us duly elected and he may succeed himself in office. A vacancy in the office of the Clerk shall be filled by the Vestry at any regular or special Vestry meeting.

e. Four (4) Vestrymen shall be elected annually by the qualified voters of the Parish for a term of three years. Vacancies in the Vestry, however, occurring prior to November shall be filled by the vote of a majority of the remaining members at any regular or special meeting. Candidates shall be qualified voters of the Parish. Those Vestrymen elected to fill such vacancies shall serve only until the next annual Parish meeting, at which time a special election shall be held to fill the balance of the unexpired term. Those Vestrymen elected by the Vestry to fill such a vacancy shall be eligible for election to the balance of the unexpired term.

Nominations for the office of Vestryman to be elected at the annual Parish meeting shall be made by a nominating committee consisting of all retiring Vestrymen and the Rector. All persons nominated by the committee must have first given their consent to being nominated. The committee shall nominate at least six (6) qualified persons for the four three-year terms to be elected. The committee shall nominate one or more qualified persons for each of the unexpired terms to be filled by special election. Additional nominations from the floor shall be accepted.

All elections, both by the Vestry and by the Parish, shall be by secret written ballot and shall be counted by a tally committee appointed by the Rector or other presiding officer. Voting may be by absentee ballot beginning from 8 a.m.-12 p.m. on the Sunday prior to the election and continuing during church office hours, ending the Friday prior to the election.

f. So long as this Parish has 30 or more communicants, no retiring Vestryman who has served a full term of three years immediately preceding shall be eligible to serve upon the Vestry until there shall have elapsed a period of one year, or until the annual Parish meeting following his retirement.

g. Whenever a Warden or Vestryman shall be absent from four regular or called meetings covering a period of not less than two months, such meetings being consecutive, without good cause reported, he shall be removed from the Vestry and a vacancy declared. Such vacancy shall be filled as hereinbefore provided.

h. Regular meetings of the Vestry shall be held monthly at a time and place to be fixed by the Rector. Special meetings of the Vestry may be called by the Rector or one of the Wardens, by the Bishop, or by two (2) members of the Vestry, upon such notice as the Vestry shall prescribe.

i. The Rector or one of the Wardens and a majority of the Vestrymen shall constitute a quorum for the transaction of business.

j. The Vestry shall attend to all of the business matters of the Parish, including the providing and keeping in good order a house of worship and all the necessary furnishings and appointments of the same; the provision of all things requisite to the carrying on of the work of the Parish; and the payment of all Parish obligations, including the Assessments and Quotas, and other obligations to the Diocese.

k. Except as otherwise provided by the law of the state of Texas or by the Constitution and Canons of the Protestant Episcopal Church in the Diocese of Texas, the Vestry shall be the agents and legal representatives of the Parish in all matters concerning its corporate property and the relations of the Parish to its Clergy, and to the Diocese.

l. When the office of Rector becomes vacant, the Wardens or the Vestry shall notify the Bishop, or the Standing Committee when acting as the Ecclesiastical Authority, at once. The Vestry shall receive nominations from the Bishop of those considered as qualified to become Rector of the Parish.

m. The Vestry of the Parish shall elect its Rector and the Rector shall extend a call to other Clergy, in conference with the Bishop, or the Standing Committee when acting as the Ecclesiastical Authority.

ARTICLE IV

BOARD OF DIRECTORS AND OFFICERS

a. The Board of Directors of this corporation shall be the members of the Vestry of the Episcopal Church of the Good Shepherd, Kingwood, Texas. The number of the directors constituting the initial Board of Directors of the corporation is twelve (12) and the names and addresses of the persons who are to serve as the initial Board of Directors are set out in the Articles of Incorporation of this corporation. Each member of the initial Board of Directors shall hold office for the period of time to which each such member has been elected to serve as a member of the presently constituted Vestry. Thereafter, directors shall be elected in the manner and for the term provided in the Bylaws.

b. The Rector:

     1. Must be a clergyman, in Priests’ orders, in good standing, of the Protestant Episcopal Church in the United States of America, and if not already canonically resident in the Diocese of Texas, must be transferred thereto within sixty (60) days after his acceptance of election.

     2. Has vested in him the control of the worship and the spiritual guidance of the Parish, subject to the Rubrics of the Book of Common Prayer, the Canons of the Church, and the Godly counsel of the Bishop.

     3. Shall at all times be entitled to the use and control of the Church and Parish buildings with appurtenances and furniture thereof for the purpose of his office and for the full and fee discharge of all functions and duties pertaining thereto.

     4. Shall be advisor to and shall have general supervision of every organization of the Parish, and no organization shall be formed within the Parish without the consent of the Rector.

     5. Shall have general supervision over all Parish employees, including their hiring and termination.

     6. Shall preside if he is present at all regular and special meetings of the Parish.

     7. Shall preside if he is present at all regular and special meetings of the Vestry.

c. The Senior Warden

     1. Shall be the chief Lay member of the Vestry.

     2. Shall assist the Rector in the business matters of the Parish.

     3. Shall preside if he is present at regular and special meetings of the Vestry in the absence of the Rector.

d. The Junior Warden:

     1. Shall assist the Rector and the Senior Warden in business matters of the Parish.

     2. Shall be responsible for keeping in good order and repair the Church and other buildings of the Parish together with the furnishings thereof and the grounds appurtenant thereto.

     3. Shall preside if he is present at regular and special meetings of the Parish in the absence of the Rector and the Senior Warden.

     4. Shall preside if he is present at regular and special meetings of the Vestry in the absence of the Rector and the Senior Warden.

e. The Vestrymen:

     1. Shall assist the Rector and Wardens in the business matters of the Parish.

     2. Shall with the guidance of the Rector and Wardens perform the various functions of the Vestry as hereinbefore set forth.

f. The Treasurer:

     1. Shall be adequately bonded as custodian of the Parish funds.

     2. Shall keep books of account so as to provide the basis for satisfactory accounting.

     3. Shall arrange for all accounts to be audited annually, preferably by a Certified or Licensed Public Accountant.

     4. Shall keep all Parish buildings and their contents adequately insured.

     5. Shall attend Vestry meetings and report the current financial position of the Parish.

g. The Clerk:

     1. Shall attend Vestry meetings and record the minutes of such meetings, keep the permanent file of approved minutes, and furnish the Vestry with copies of the minutes as required.

     2. Shall at as corresponding secretary for the Vestry.

ARTICLE V

GENERAL

a. In the event of any conflict between the bylaws of this corporation and the constitution and canons of the Church, such constitution and canons shall govern.

b. In the event of any conflict between the bylaws of this corporation and the laws of the United States of America or the state of Texas, such laws shall govern.

c. In the bylaws, all nouns and pronouns of masculine gender shall be construed to include the feminine gender unless the context of the Bylaws indicates to the contrary.

ARTICLE VI

AMENDMENTS

a. The bylaws of this corporation may be amended from time to time by the Vestry.

b. The proposed amendment(s) shall have been read at one regular monthly Vestry meeting prior to voting on adoption.

c. The adoption of an amendment shall require the affirmative vote of two-thirds (2/3) of the Vestry.

Bylaws Rev. November 19, 2002