Episcopal Church of Our Saviour

1. The COS 2008 Annual Meeting authorized the formation of a Bylaws Committee to review the 2 December 2001 COS Bylaws and to recommend changes/additions/revisions to the Vestry which would then move for adoption of the approved changes/additions/revisions at the COS 6 December 2009 Annual Meeting. The Committee consists of Perry Anderson, Sarah Crooke, and Bernice Shook.

2. The attached DRAFT of the changed/added/revised Bylaws has been approved by the Vestry and will be moved for acceptance at the 6 December 2009 COS Annual Meeting. We encourage you to carefully review the Draft prior to 6 December 2009. We have posted this DRAFT on the COS website at www.episcopalcos.org and the COS bulletin boards at Church. Hard copies of this DRAFT are available in the Parish office.

3. The Vestry and the Bylaws Committee will answer questions, if any, at the Annual Meeting and hopefully, the DRAFT will quickly pass when voted upon. We specifically direct your attention to:

(a) Article II, Section 1, which defines “membership” in accord with the Canons of the General convention,

(b) Article II, Section 2, which delineates members’ voting rights. The Section makes clear that a financial commitment is not necessary for church membership. But, a financial commitment of some kind is necessary to be a voting member,

(c) Article III, Sections 1, 2, and 3 which were moved from Article II, Section 2, to better display voting at Church meetings. In addition, the “Parish Administrator’s duty was transferred to the “Chair of the Elections Committee” because the Chair of the Elections Committee is the person responsible for absentee ballots,

(d) Article IV, Section 3(c), which establishes an “Endowment Board” and its duties,

(e) Article IV, Section 5(c), which discusses the terms of office and vacancies of Vestry Members,

(f) Article V, Section 1(c), which clarifies the terms a member may serve if elected or appointed to serve out an unexpired term as a Warden. A member who serves out an unexpired term as a Warden may then run for and if elected, serve a full term as a Warden,

(g) Article VII, Sections 1(c), (d), and (e), which discuss the election to Church offices

and the eligibility of candidates for Vestry, Warden, and Diocesan Delegate positions,

(h) Article VII, Section 3(b), which changes the Bylaws number of candidates needed to run for Vestry, and

(i) Article VII, Section 5(a) (ii), which discusses the unexpired terms of Vestry Members.

The name of this organization shall be “The Episcopal Church of Our Saviour, Hillandale, a Separate Congregation” (hereafter referred to as “Church”). Its seat shall be in the Episcopal Church of Our Saviour, 1700 Powder Mill Road, Hillandale, Silver Spring, Montgomery County, Maryland, and in the Diocese of Washington.

Section 1. Every member of the Church who has been entered on the books of the Church at least one month before the day of the Annual Meeting of the Church shall be entitled to vote for the election of the Vestry Members and Church Wardens and all other matters which may duly come before the Church at any Annual or Special Meeting, provided:

~~© he~~ ~~or she is a contributor of record to the Church for at least one month before the Annual Meeting, as determined by a pledge made and received in his or her name.~~

Members of the Church of Our Saviour are persons who have “received the Sacrament of Holy Baptism with water in the Name of the Father, and of the Son, and of the Holy Spirit whether in this Episcopal Church or in another Christian Church and whose baptisms have been duly recorded in this Church”. All members are expected to “work, pray, and give for the spread of the Kingdom of God”.

This is a major change to the Bylaws. Section 1 defines “ membership” in accord with the Canons of the General convention.

(a) At Annual Meetings: (i) The election of Church Wardens and Vestry Members shall be by secret ballots, provided by the Vestry, listing the names of candidates duly nominated for these offices, with sufficient space provided to write in the names of candidates nominated from the floor. (ii) Voting on any other matter shall be by voice vote, unless the Rector, or the Chair presiding, shall require a show of hands.

(b) At Special Meetings: At any Special Meeting of the Church, any matter coming before the Church may be decided by voice vote, or at the description of the Rector or the Chair presiding, by show of hands of the members present and entitled to vote, and if so provided in the notice of s~~uch meeting, by absentee ballots.~~

© Absentee ballots: Absentee ballots shall include the names of persons for election to the Vestry or as Church Wardens or as Delegate(s) to the Diocesan Convention and shall also include the titles and substance of any resolutions to be voted at the meeting and the substance of any proposed amendments to the By Laws.

(d) Distribution of absentee ballots: Absentee ballots shall be distributed by the Parish Administrator or other person(s) designated by the Wardens to members entitled to vote who have requested them in writing. The Parish Office must receive requests for absentee ballots at least ten (10) days prior to the meeting and the ballots must be returned to the Parish Office at least two (2) days before the meeting.

Section 2 above was moved to Article III, Section 2, and rearranged to explain voting at Meetings.

Every member of the Church shall be entitled to vote for the election of Vestry Members, ~~and~~ Church Wardens, Diocesan Delegates, and all other matters which may duly come before the Church at any Annual Meeting or Special Meeting, provided he/she

(ii) is a financial contributor of record to the Church for at least one month before the Annual Meeting, as determined by a financial contribution made, received, and recorded in his/her name for the year of that Annual Meeting.

Section 2 delineates members’ voting rights. And, the Article makes clear that a financial commitment is not necessary for church membership.But, a financial commitment of some kind is necessary to be a voting member. This Section added “Diocesan Delegates” and conforms to Canon 25 and the Vestry Act.

(a) The Annual Meeting of the Church shall be held at the Church on the first Sunday of December at 11:00 o’clock, a.m. for the election of Church Wardens,,, ~~and~~ Vestry Members, and Diocesan Delegates and for the transaction of such other business as may come before the meeting. The meeting may be postponed for compelling reasons ~~provided that it~~ is and re-scheduled for the earliest convenient date.

(a b) Voting at Annual Meetings: (i) The election of Church Wardens, ~~and~~ Vestry Members, and Diocesan Delegates shall be by secret ballots, provided by the Vestry listing the names of nominees for these offices with sufficient space provided to write in the names of candidates nominated from the floor. (ii) Voting on any other matter shall be by voice vote, unless the Rector, or the Chair presiding, shall require a show of hands.

(a) Special Meetings of the Church may be called by the Rector, by a majority of the Vestry, or by petition of one third (1/3) of the members ~~eligible~~ entitled to vote.

(b) Voting at Special Meetings: ~~At any Special Meeting of the Church,~~ Any matter coming before the Church may be decided by voice vote, or at the discretion of the Rector or the Chair presiding, by show of hands of the members present and ~~eligible~~ entitled to vote, and if so provided in the notice of such meeting, by absentee ballots.

(c a) ~~Absentee ballots:~~ Absentee ballots shall include the names of ~~persons~~ members for election to the Vestry, or to Church Wardens, and as Delegate(s) to the Diocesan Convention and shall also include the titles and substance of any resolutions to be voted at the meeting and the substance of any proposed amendments to the By Laws.

(d b) Distribution of absentee ballots: The ~~Parish Office Administrator~~ Chair of the Elections Committee must receive requests for absentee ballots at least ten (10) days prior to the ~~meeting~~ Annual Meeting and the ballots must be returned to the ~~Parish Office Administrato~~r Chair of the Elections Committee at least two (2) days before the ~~meeting~~ Annual Meeting. Absentee ballots shall be distributed to members by the Chair of the Elections Committee or other person(s) designated by the Wardens. These members must be entitled to vote and have personally requested the ballots .

This is a major change to the Bylaws. This Section was moved from Article II, Section 2, and reorganized into Article III, Sections 1, 2, and 3 to better display voting at Church meetings. The Parish Administrator’s duty was transferred to the “Chair of the Elections Committee” because the Chair of the Elections Committee is the person responsible for absentee ballots. These changes do not change the intent of the Bylaws.

A notice for the Annual Meeting or any Special Meeting of the Church shall be conveyed electronically to individual members, listed in the Sunday Service programs, posted on the COS website, mailed to members who request contact by US mail, and posted on its bulletin boards at least (30) days prior to such meeting. The notice shall state the purpose(s) for which the meeting is called . If amendment, modification, or repeal of any By Law (s) is proposed, the notice shall include the text of the proposed changes and the reasons why the amendment, modification, or repeal is proposed.

Within the intent of the Bylaws, this Section was expanded to provide the largest means of communicating “notice” to the members.

(a) Quorum: (i) Twenty (20) percent of the Church members eligible to vote shall constitute a quorum for the transaction of business at any Annual or Special meeting of the members of the Church. (ii) A majority of the quorum present in person or by absentee ballot shall be necessary for the adoption of any measure to be voted upon by the members.

(b) Adjournment: If a quorum is not present at any Annual or Special meeting of the members of the Church or the business of the meeting is not concluded by midnight, the meeting shall be adjourned until the following Monday at 8 o’clock, p.m. In either event, notices duly provided with respect to the business of the meeting shall apply to the adjourned session thereof.

(c) Presiding Officer: The Rector shall preside at all Annual and Special meetings of the members of the Church, or should he/she be absent, the Rector’s Warden shall preside. If both the Rector and the Rector’s Warden are absent, the People’s Warden shall preside at an Annual or Special meeting of the members of the Church. If the Rectorship is vacant, the Bishop of the Diocese of Washington, if present, shall preside at any meeting of the members of the Church.

The underlined words in the above Article clarify the intent of the Bylaws and make for easy reading. Those words do not change the intent and meaning of the Bylaws. The boxed explanations after Section 2(d) and Section 4 further explain the changes. Bother gender words used.

The Vestry shall be composed of the Rector, the Rector’s Warden, the People’s Warden, and twelve (12) Vestry Members. The Rector’s Warden, the People’s Warden, and the twelve (12) Vestry Members ~~who~~ shall be elected for terms of three (3) years, as hereinafter provided.

(a) Regular Meetings: The Vestry shall regularly meet not less than once each month from September to July, both inclusive, and at such other times as it may determine.

(b) Special Meetings: Upon not less than three (3) days’ notice delivered to the email address and telephone number of each member of the Vestry, Special Meetings of the Vestry may be called by the Rector, or in the absence of the Rector, by the Rector’s Warden, or by one-third (1/3) of the Vestry members.

(c) Quorum: A quorum for the transaction of business shall be not less than one half (1/2))(generally eight(8)) of the members of the Vestry.

(d) Presiding Officer: The Rector shall preside and have the right to vote at all meetings of the Vestry. If the Rector does not preside or is absent, the Rector’s Warden shall preside. If the Rector’s Warden is absent, the People’s Warden shall preside. If all are absent, an appointee of the majority of the Vestry members present shall preside. If the Rectorship is vacant, the Bishop, if present, shall preside.

(e) Removal: A Vestry member or Church Warden may be removed upon a two-thirds vote of the full Vestry, provided that the Rector’s Warden or People’s Warden notifies the Vestry member or Church Warden in writing of the proposed removal action and the reason(s) (e.g. absenteeism, incapacity, etc.) for the proposed action at least fifteen (15) days before the Vestry action.

(a) Standing Committees: The Vestry may by resolution establish one or more Standing Committees and appoint its members to assist the Vestry in its management responsibilities. Each Standing Committee shall include two or more Vestry Members. Members shall serve at the pleasure of the Vestry. Standing Committees are responsible to the Vestry which shall not delegate its fiduciary responsibilities or any other responsibility imposed by canon or civil law. Each Standing Committee shall establish its own operating procedures. ~~subject to Vestry approval.~~

(b) Special Committees: The Vestry may by resolution establish one or more Special Committees and appoint its members to assist the Vestry in its management responsibilities. Members shall serve at the pleasure of the Vestry. Special Committees are responsible to the Vestry which shall not delegate its fiduciary responsibilities or any other responsibility imposed by canon or civil law.

(c) Endowment Board: The Vestry by resolution established this five (5) member Board (Special Committee) to administer the Church’s gift acceptance policy and to manage the Church’s investments in financial Funds, specifically the Endowment Fund (EF), the Building Endowment Fund (BEF), the General Investment Fund (GIF), the Capital Campaign Fund (CCF), and other Funds as needed. The Board is tasked to meet quarterly and to issue to the Vestry a quarterly report and an annual report to the Congregation in November each year. The Endowment Board shall have custody of all funds entrusted to it and shall deposit the same in such ~~banks or with such brokerage firms~~ financial institutions as it deems appropriate [S1]. The Board shall make all disbursements upon written approval of the Vestry. ~~or, as appropriate, upon invoices approved by one of the following: the Rector, Rector’s Warden, or Chair of the Standing Finance Committee.~~

This addition explains the establishment of an Endowment Board and its duties. Under Canon 25, the Vestry has the power to establish boards for the governance and support of the Parish. This addition does not change the intent of the Bylaws.

(c d) Commissions and/or Committees: The Rector may establish one or more commissions and/or committees and appoint its members to assist the Rector in his/her ministry to the Parish. Each ~~Such~~commission and/or committee should ~~shall~~ publish an annual report on its activities.

(d e) Terms of Committees: Standing Committee members shall serve from the date of their appointments until the first meeting of the Vestry after the next Annual Meeting of the Church when ~~and~~ their successors are ~~qualified~~ sworn in. Special and Standing Committee members serve at the pleasure of the Vestry.

(e f) Abolition of Committees: A majority of the Vestry in office (generally eight(8) members) may, at any regular or special meeting of the Vestry, abolish any Standing or Special committee.

The changes/additions to Section d, e, and f add specificity and clarity without modifying the intent of the Bylaws.

(i a) The Vestry shall have power to make rules and regulations respecting the temporal government and support of the Church, not inconsistent with public law or with the provisions of Canon 25 of the Canons of the Diocese of Washington, or with the provisions of the Constitution and other Canons of the Diocese of Washington, or with the Canons of the General Convention.

(ii b) The Vestry shall have and exercise all of the powers conferred upon Vestry Members of every Parish in the State of Maryland, as provided by Chapter 96, Act of 1976, Session Laws of Maryland, Sections 312A through 312Q, inclusive.

(b) Vacancies: Whenever a vacancy happens in the Vestry after its election, or if anyone elected to the Vestry shall refuse to serve, a majority of the remaining Vestry members shall have the power to appoint a new member, or members, as the case may be~~, to serve until the next succeeding Annual Meeting of the Church.~~

~~Vestr~~y Members shall serve for a period of three (3) years following their election, provided, however, that any Vestry member nominated to fill a vacancy in the Vestry, upon election shall serve only the unexpired term created by the vacancy.

(a) Vestry Members shall be elected to serve a period of three (3) years commencing the first day of the month following their election.

(b) A Church member nominated and elected to fill a vacancy in the Vestry shall serve only the unexpired term created by the vacancy.

Sections 5(a and b) make for easier reading of the prior Section 5 without changing the intent of the Bylaws.

(c) Whenever a vacancy occurs in the Vestry after election or if a member elected to the Vestry shall refuse to serve, a majority of the remaining Vestry members shall have the power to fill the vacancy by appointing to the Vestry in order the non-elected nominee(s) who received the next highest votes in the election. If the non-elected nominee(s) refuses to serve, the Vestry shall have the power to appoint a new Vestry member from the Church members entitled to vote. The new member shall serve until the next succeeding Annual Meeting of the Church.

The prior Section 4(b) was moved to Section 5(c) for clarity and repositioning without changing the intent of the Bylaws. Specifically, the Vestry has the power to fill a vacancy from those nominees not elected. If they refuse, the Vestry has the power to fill the vacancy from the members entitled to vote. The vacancy filling member will serve only until the next Annual Meeting.

The Vestry Members attending the Annual Meeting of the Church shall judge the qualifications of the voters and the members of the Church to be elected as Vestry Members, Church Wardens, and Diocesan Delegates. The Vestry Members shall then judge the election of Vestry Members, Church Wardens, and Diocesan Delegates.

This addition to Section 6 clarifies and specifies that the Vestry judges the qualifications of the voters, the members to be elected, and the election.

(a) Qualifications: The members of the Church shall elect from among their number a Rector’s Warden and a People’s Warden who shall be members entitled to vote, as herein above provided. ~~communicants in good standing, and~~ ~~at least eighteen (18) years old.~~

(b) Term of Office: The Rector’s Warden and the People’s Warden shall each serve for terms of three (3) years following their election, provided, however, that neither the adoption of these by-laws nor any amendment thereof shall be construed to shorten any term of any incumbent Church Warden.

(c) Vacancies: ~~Vacancies in the office of Church Warden shall be filled by a majority vote of the Vestry.~~ Whenever a vacancy occurs in the office of Church Warden, the Vestry shall have the power to appoint by majority vote a new Warden from among the twelve (12) Vestry members. Church Wardens so chosen shall serve until the first of the month following the next Annual Meeting of the Church. A Vestry member appointed to serve out an unexpired term as Warden is not precluded from running for a full term in the next election. To prevent the Rector’s Warden and the People’s Warden from serving concurrent terms, this next term may be shortened by one year.

Here are three major changes to Section 1(c). First, this vacancy is filled only by a Vestry member who is appointed from the majority vote of the Vestry which wants the corporate memory of a Vestry member to flow over into the warden position. Second, this addition clarifies the terms a Vestry member may serve if appointed to serve out an unexpired term as a warden. A Vestry member who serves out an unexpired term may then run for and if elected, serve a full term. Third, to prevent wardens’ terms from expiring at the same time, wardens will not serve concurrent terms. These additions do not conflict with Canon 25 or these Bylaws.

(d) Duties: Church Wardens shall ~~be members of~~ perform Vestry duties and shall have authority in the management of the property and affairs of the Church as prescribed by canon law and the resolutions of the Vestry not inconsistent therewith.

This change makes specific that the Vestry shall perform duties in accord with Canon 25 and these Bylaws.

(b) Qualifications: The Treasurer is not required to be a member of the Vestry, nor of the Church. ~~He/she shall have a degree in accountancy or experience in fiscal matters.~~

The language was deleted because the Vestry requires bonding for the position and is responsible for insuring the proper qualifications.

(c) Bond: The Treasurer shall furnish a bond, with corporate surety approved by the Vestry, for the faithful performance of his/her duties. The Church shall pay the cost of the bond.

(d) Duties: The Treasurer shall have custody of all monies collected by the Church except for those assigned to the Endowment Board under Section 3 (c) below and shall deposit the same in such financial institutions as the Vestry may designate. He/she shall have charge over all books of account of the Church. He/she shall make~~all~~ disbursements on ~~the~~ account of the Church upon invoices approved by one of the following: the Rector, the Rector’s Warden, or the Chair of the Standing Finance Committee. or by a Member of the Church to whom responsibility for an activity of the Church is assigned, of funds appropriated by the Vestry for any purpose or activity for which the Rector, a Standing Committee,, or member of the Church is responsible..The Vestry may assign from time to time responsibility to other members of the Church for the management of specific activities and the monies thereto associated. In such cases, disbursements will be made by the Treasurer upon invoices approved by the said member and one of the Rectors, Rector’s Warden, or Chair of the Standing Finance Committee. The Treasurer shall be responsible for ensuring that an independent audit of the accounts of the Church is carried out on an annual basis in accordance with the requirements of Canon Law. All activities of the Church and the monies thereto associated will be included in the audit.

The deletions and additions in Article V, Section 2(d), state with specificity the members with authority to authorize funds, the authority of the Vestry to authorize funds, and the Treasurer’s responsibilities. These responsibilities are in accord with Canon 25 and these Bylaws.

(e) Reports: The Treasurer shall prepare and submit to the Vestry monthly reports of monies received, disbursements made, and obligations of the Church. The Treasurer shall prepare and submit to the Church at its Annual Meeting an annual report of the financial condition of the Church.

(a) Election: The Vestry may appoint ~~elect~~ an Assistant Treasurer of the Church.

(b) Qualifications: The Assistant Treasurer is not required to be a member of the Vestry, nor of the Church. ~~He/she shall have a degree in accountancy or experience in fiscal matters.~~

The language was deleted because the Vestry requires bonding for the position and is responsible for insuring the proper qualifications.

(c) Bond: The Assistant Treasurer shall furnish a bond, with corporate surety approved by the Vestry, for the faithful performance of his or her duties. The Church shall pay the cost of the bond.

(d) Duties: Whenever the Treasurer is absent or incapacitated, the Assistant Treasurer shall perform the duties of the Treasurer. The Assistant Treasurer shall perform such duties as the Treasurer may from time to time delegate to him/her.

(a) Election: The Vestry shall ~~elect~~ appoint a Secretary who may or may not be a member of the Vestry.

(b) Duties and Term of Office: The Secretary shall keep full and accurate minutes of the meetings of the Church and of the Vestry. The Secretary shall serve for such term as prescribed by the Vestry.

The Vestry may determine whether other positions (e.g., a Givings Recorder, etc.) should be created and filled. The Vestry shall set the terms and conditions of employment and compensation of such other personnel. Appointments to such positions shall serve at the pleasure of the Vestry. No succeeding Vestry shall be required to continue any particular office or appointment created by any predecessor Vestry.

~~(a) Election of Delegates:~~ ~~The~~ ~~Annual~~ ~~Meeting shall elect such number of Delegates and Alternates to the Diocesan Convention as are allowed by Canon 2 of the Canons of the Diocese of Washington.~~

~~(b) Qualifications:~~ ~~Nominees for election as Lay Delegate(s) must be entitled to vote at the Annual Meeting of the Church.~~

~~© Term:~~ ~~Members~~ ~~elected to represent the Church at the Diocesan convention shall serve three (3) years as Delegates or Alternate Delegates.~~

~~(d) Elections:~~ ~~Delegates and Alternate Delegates shall be elected in accordance with Article VII of these Bylaws.~~

~~(e) Vacancies:~~ ~~The Vestry will fill by~~ ~~vote of the~~ ~~majority vote any vacancy in the office(s) of Delegate(s) to the Diocesan Convention. The~~ ~~person~~ ~~member~~ ~~elected~~ ~~thus appointed will serve until the next annual Meeting.~~

This Section 6 is somewhat vague and confusing. So, the “Terms in Office, Vacancies, and Elections” provisions have been defined and incorporated into Article VII for specificity and clarity reasons. S

(a) Election of Rector: When the Rectorship becomes vacant, the Vestry shall by majority vote elect a new Rector from among the presbyters of the Episcopal Church or other clergy authorized by the Canons of the General Convention to officiate in the Episcopal Church. The Vestry may appoint a search committee to assist it in advertising for and making its selection from among the clergy so qualified to officiate. In conformity with the appropriate Canons of the General Convention and the Canons of the Diocese of Washington, such election shall follow consultation with the Bishop..

(b) Election of Assistant Ministers: The Vestry shall by majority vote elect an Assistant Minister(s) from among the clergy of the Episcopal Church or other clergy authorized by the Canons of the General Convention and the Constitution to officiate in the Episcopal Church. In conformity with the appropriate Canons of the General Convention and the Canons of the Diocese of Washington, such election shall be made at the nomination of the Rector after consultation with the Bishop. ~~in conformity with the appropriate canons of the General Convention.~~

(c) Contract: A call of a new Rector and/or a new Assistant Minister shall be accepted by the Minister in writing, conformably with the provisions of Canon 25, Section 6, of the Canons of the Diocese of Washington, and Appendix B thereto. The payment of clergy salaries shall have priority over all other charges upon the income of this Church.

(a) Canonical: The duties of Rector and Assistant Ministers of this Church and the termination of their services shall be governed by the applicable canons and the Constitution of the Episcopal Church and of the Diocese of Washington.

(b) Administrative: The Rector shall preside at all meetings of the Church and of the Vestry. In the Vestry, the Rector shall collect the votes, shall have a vote, and shall supervise the maintenance of the Church Register and such other records of the Church as are required to be kept.

The Rector, together with the Treasurer, shall have the power to borrow money in the name of the Church in such amounts as may be authorized by the Vestry. ~~but~~ This power is subject to the limitations provided in the applicable canons of the General Convention and of the Diocese of Washington. The Rector, or other person authorized by Vestry resolution, shall have the power to sign all leases, deed, contracts, transfers, and other instruments when directed by the Vestry.

(a) Notice: When the Rectorship becomes vacant, the Vestry will act in conformity with Title III, Canon 17(Of the Calling of the Rector) of the Constitution and Canons of the Episcopal Church USA and the Canons of the Diocese of Washington. When the tenure of office of a Rector or Assistant Minister is terminated, the Vestry shall notify the Secretary of the Convention of the Diocese of such termination and the date thereof. When a Rector or Assistant Minister has accepted election in the Church, the Vestry shall promptly notify the Secretary of the Convention of the Diocese of the

~~name of such Rector or Assistant Minister~~ election and the date of his/her entering ~~that~~ station.

(b) Divine Service: ~~It shall be the duty of the~~It shall be the duty of the During a Rectorship vacancy, the Vestry to shall make suitable provision(s) for the due and regular performance of Divine Services and ~~for such~~ other ministerial acts as may be required and to defray the reasonable expenses incurred.

The addition/deletion in Sections a and b make for easier reading and clarity without changing the intent of the Bylaws.

(a) Elections Committee: An Elections Committee of three (3) Vestry Members and two (2) qualified voters who are not currently members of the Vestry and at least one of whom shall not previously have served as a Vestry Member or Church Warden shall be selected no later than the second Sunday of September each year. The Rector’s Warden shall appoint the three Vestry Members. The non-Vestry members of the committee shall be appointed by the Rector, or if the Rectorship is vacant, by the Rector pro tem, Assistant Minister, or a majority of Vestry Members other than the Rector’s Warden.

(b) Notice: The names of the Elections Committee members and a list of the offices to be filled at the Annual Meeting shall be ~~made known~~ noticed in publications of the Church and posted on its bulletin boards at least sixty (60) days before the Annual Meeting. The notice shall invite members of the Church to submit to the Committee the names of eligible candidates for ~~these~~ the offices to be filled.

(i) ~~A person shall~~ To be eligible for election as a Vestry Member, or a Church Warden, or a Diocesan Delegate (herein reference also includes an Alternate Diocesan Delegate), a member must be entitled ~~who is qualified~~ to vote at the Annual Meeting.

(ii) No ~~person~~ member who has served an elected term as a Vestry Member shall be eligible for re-election to this office unless one (1) year has elapsed since the end of his/her elected term as a Vestry Member. This member is not precluded from being immediately elected to a Church Warden.

(iii) No ~~person~~person member who has served an elected term as Church Warden shall be eligible for re-election to this office unless one (1) year has elapsed since the end of his/her elected term as Church Warden. This member is precluded from being immediately elected to Vestry member. He/she must wait one (1) year before election.

(iv) A member elected or appointed to serve out an unexpired term as Vestry member, Church Warden, or Diocesan Delegate is not precluded from election to an immediate full term.

(v) A Diocesan Delegate who serves a full term may run for and, if elected, serve consecutive terms.

These are major changes. Canon 25 allows the Bylaws to determine the eligibility of candidates for Vestry, Warden, and Diocesan Delegate positions, as well as their terms in office. The changes/additions to Article VII, Section 1(c), make clear a member’s eligibility for Vestry, Warden, and Diocesan Delegate positions. These additions do not conflict with Canon 25 or these Bylaws.

(i) The Annual Meeting shall elect every year a Diocesan Delegate to serve a three(3) year term commencing the first day of the second month following his/her election.

(ii) The Annual Meeting shall elect after every three (3) years an Alternate Diocesan Delegate to serve a three (3) year term of filling in for one of the Delegates when needed.

This new Section clarifies that a delegate is elected every year and an alternate is elected every three years. So, we have three (3) delegates and one (1) alternate at all times. This is in accord with Canon 2.

The Vestry will fill by majority vote any vacancy in the office of Delegate(s) to the Diocesan Convention. The member thus appointed will serve until the next annual Meeting.

Canon 25 allows the Bylaws to determine the eligibility of candidates for Diocesan Delegate positions, as well as their terms in office. This addition does not conflict with Canon 25 or these Bylaws.

The Committee shall publicize the offices for which elections will be held and describe the responsibilities of these offices and their importance in the governance of the Church. The Committee will encourage members of the congregation to submit their names and/or the names of ~~other eligible~~ members entitled to vote and will inquire about their willingness to serve if elected. Not later than the third Sunday in November, the Elections Committee will publish on Church bulletin boards relevant information about those ~~members~~ nominees willing to serve.

(a) When Made: No later than the second Sunday of November, the Elections Committee shall provide the Vestry with a list of candidates who have agreed to serve if elected, specifying the office for which each has been proposed.

(b) Number of Candidates: The ~~nominating~~ Elections Committee shall propose no fewer than two (2) candidates more than the total vacancies ~~and no more than five (5) candidates for each vacancy~~ among the ~~Vestrymen~~ Vestry Members, and no fewer than two (2) candidates each for the offices of ~~Senior~~ Rector’s Warden, ~~and~~ People’s Warden, Diocesan Delegate, and Alternate Diocesan Delegate.

This is a major change. Normally, there are four (4) Vestry vacancies every year and the present Bylaws require two (2) candidates for each vacancy, totaling eight (8) nominees. The suggested change would require only 2 more candidates than the 4 vacancies, totaling six (6) nominees. The other offices require at least two (2) candidates for each vacancy.

(c) Content of the Report: In addition to the names of the candidates proposed, the report of the Elections Committee shall contain a resume` of the qualifications and experience of each candidate and a photo.

(d) Publication to the Church: No less than ten (10) days before the Annual Meeting of the Church, the Vestry shall publish to the members of the Church ~~in “The Spirit of Our Saviour, or other organ of the congregation, and posted conspicuously on the bulletin boards of the Church~~ the names and the qualifications of the candidates proposed for the offices of ~~Vestrymen~~ Vestry Members , Diocesan Delegate(s), and Church Wardens ~~and~~ ~~the qualifications of each~~. The Vestry will publish the said names and qualifications on the COS Website , on other publications of the congregation, and conspicuously on two bulletin boards of the Church.

The deletions/additions eliminate gender-specific language and extend the coverage of our publication of candidates’ qualifications.

(a) Duties of the Chairman of the Elections Committee: The Chairman of the Elections Committee, or his/her designated alternate, shall nominate the candidates proposed by the Elections Committee for the vacant offices. No second shall be required.

(b) Nominations from the Floor: Any entitled ~~qualified~~ voter may nominate any entitled ~~qualified person~~ member (not proposed by the Elections Committee) for any one or more of the vacant offices.

(cb) Acceptance: No ~~person~~ member who has not consented to his/her nomination shall be nominated by the Elections Committee or from the floor. The Elections Committee and any other person making a nomination from the floor shall affirm to the members of the Church that the nominees proposed have consented to be nominated, and, if elected, will serve in the offices for which they have been nominated.

(d) Substitution: In the event, any candidate for a vacant office proposed by the Elections Committee has died, become incapacitated, or is otherwise disqualified, the Vestry may designate a substitute in his or her place, provided, however, that the ~~person~~ member so designated has consented to be nominated.

(a) Vestry Members: The candidates for the office of Vestry Member receiving the greatest number of votes on the first ballot shall be declared elected, provided, however, that among the candidates so chosen, the candidates elected shall fill the vacancies in the order of the number of votes received, viz: the candidates receiving the greatest number of votes on the first ballot shall be declared elected to a full term; the candidates receiving a lesser number of votes shall be declared elected to serve the unexpired terms of Vestry Members who are unable or unwilling to serve.

(i) Full terms: In the order of the number of votes received on the first ballot, the nominees for the office of Vestry Member receiving the greatest number of votes shall be declared elected to fill full term vacancies.

(ii) Unexpired terms: After the full term Vestry members’ offices are filled, the nominees receiving the next highest order of votes cast on the first ballot shall be declared elected in the order of the number of votes received to serve the unexpired term(s) of Vestry member(s) who become unable or unwilling to serve out his/her term(s).

This section was rewritten for clarity and easy reading without changing the intent of the Bylaws.

(b) Church Wardens and Delegates : The candidates receiving the greatest number of votes for the offices of Rector’s Warden, ~~and~~ People’ss Warden, Diocesan Delegate, and Alternate Diocesan Delegate on the first ballot shall be declared elected to those offices.

(c) Tie Vote: In the event of a tie vote on the first ballot for the last of the vacancies among the Vestry Members or for the office(s) of Church Warden or Delegate ,the members of the Church shall cast second and subsequent ballots for the tied candidates only, until all of the vacant offices are filled.

Every person chosen as a Vestry Member shall take and subscribe the following oath of office:

I, A________________________________, B_____________________ do solemnly swear that I will faithfully execute the office of Vestry Member in the Episcopal Church of Our Saviour , Hillandale, in Montgomery County, State of Maryland, without prejudice, favor or affection, according to the best of my skill and knowledge.

Every person chosen as Church Warden shall take and subscribe the following oath of office:

do solemnly swear that I will faithfully execute the office of (Rector`s) (People`s) Warden in the Episcopal Church of Our Saviour , Hillandale, in Montgomery County, State of Maryland, without prejudice, favor or affection, according to the best of my skill and knowledge.

The oath of ~~Vestryman~~ Vestry Members and Church Wardens may be administered by any Vestry Member and shall be subscribed by the Vestry Member administering the same to attest the same.

These Bylaws may be amended, modified, or repealed at any Annual or Special Meeting of the Church by an affirmative vote of two-thirds (2/3) of the entitled voters upon notice given as herein provided (Article III, Section 3 4). These Bylaws may be amended, modified, or repealed, when a quorum as herein provided (Article III, Section4 5(a)) is present at the time any amendment, modification or repeal is voted.

No amendment or modification of these By-laws, as herein provided, shall have the effect of shortening the term of any incumbent Vestry Member or Church Warden.

These Bylaws shall become effective at any Annual or Special meeting of the Church when two-thirds (2/3) of the ~~qualified~~ entitled members present vote to adopt them. In the absence of the quorum required by Article III, Section4 5(a), hereof, no vote for the adoption of these Bylaws shall be effective.

These by-laws shall be construed in accordance with the Vestry Act of Maryland, Acts of 1976, Chapter 96, Sections 312A-312Q inclusive (Session Laws), Canons 25, 28, 31, and 32 of year 2008 and other ~~appropriate~~ applicable canons of the Diocese of Washington, and the ~~appropriate~~ applicable Constitution and Canons of the Episcopal Church USA. In the event of a conflict between these Bylaws and the Vestry Act or canons aforesaid, the Vestry Act and canons shall control.

Gospel lesson for August 22, 2010

Luke 13:10-17