By Laws
Of
St. Andrew's Episcopal Church
Elyria, Ohio

ARTICLE I
Name

Section 1. The name of this parish shall be St. Andrew's Episcopal Church.

Section 2. This parish adopts the Constitution and Canons of the Protestant Episcopal Church of the United States of America and the Canons of the Diocese of Ohio. Any provision of these by-laws that is contrary to said Constitution and Canons is declared to be invalid and is hereby changed to comply with said Constitution and Canons.

ARTICLE II
Mission Statement

To bring Christ to the world, and the world to Christ.

ARTICLE III
Rector

Section 1. The spiritual concerns of the parish are under the exclusive direction and control of the Rector, in subordination to the Ecclesiastical Authority and Canons of the Diocese of Ohio.

Section 2. For all purposes of these by-laws, the Rector shall be deemed a member of the parish. The Rector shall not as such be deemed a member of the Vestry.

Section 3. The Rector shall be entitled to receive notice of and to be present at all meetings of the Vestry, and when present shall preside. As presiding officer the Rector shall cast the deciding vote in case of a tie.

Section 4. The Rector shall make appointments to commissions and other offices as may be established by the Vestry. The Rector shall be responsible through the commission chairpersons for the proper functioning and coordination of the various commissions of the Vestry.

ARTICLE IV
Annual Meeting

Section 1. On or before the third Sunday in January of each year, an Annual Meeting of the parish shall be held for the election of a Vestry and for the transaction of other such business as may properly come before the parish.

Section 2. The annual meeting shall be announced in the church bulletin and the church newsletter beginning in December up to the date of the meeting.

Section 3. All baptized persons shall be entitled to vote:

1. Who are adherents to the Protestant Episcopal Church,
2. Who are not under the age of sixteen years,
3. Who are bona fide members of St. Andrew's Church, for not less than six months preceding
   the Annual meeting and shall have contributed to the financial support of the parish.

ARTICLE V
Election of Vestry

Section 1. Parish members entitled to vote according to Article IV, Section 3, shall elect, at the Annual Meeting, Vestry persons to take the seats of retiring Vestry members. The Vestry shall consist of 9 parish members.

Section 2. Nominations of Vestry candidates may be made by any member of the parish entitled to vote. Nominations of any candidate must be approved by the candidate prior to nomination.

Section 3. Members of the Vestry shall serve a term of three years, such terms to be staggered to provide for the expiration of the terms of three members, and the election of three members, each year. The term of each member shall begin immediately upon election.

Section 4. A member of the Vestry who has served one full term may not be re-elected until at least one year has elapsed after the completion of said term. A member of the Vestry who was selected to fulfill the unfinished term of a resigning member may be reelected so long as they will have served no more than 18 months at the completion of their term.

Section 5. After nominations for the Vestry have been closed, an election shall take place. When there are more candidates than openings, a secret ballot shall take place. The Presiding Officer shall appoint three tellers to tabulate and report the results. If there is a tie in the balloting, so that the proper number for the Vestry is not elected, there shall be a run-off between the persons in the tie. If the number of candidates is equal to or less than the number of openings, the candidates may be elected by acclamation or voice vote.

Section 6. If there should be a vacancy in the Vestry during the time between Annual Meetings, the Vestry shall attempt to fill the unexpired term in the following sequence:

1. The vacancy shall first be offered to the parishioner who was not elected,
   but received the next highest number of votes in the last Vestry election.
2. The Vestry may nominate and elect a qualified parishioner.

Based on the timing of the vacancy or the availability of a replacement, the Vestry may choose to leave the vacancy open at their discretion. The vacancy shall nonetheless be filled at the next Annual Meeting, if possible.

Section 7. Regular attendance at Vestry meetings is expected and required. Any Vestry member who misses three successive meetings without sufficient cause shall be notified of the Vestry's concern and asked to resign.

ARTICLE VI
Vestry

Section 1. The Vestry shall consist of 9 members, elected in accordance with Article V of these by-laws.

Section 2. Qualifications for members of the Vestry shall be the same as qualifications for voting as provided by Article IV, Section 3.

Section 3. Special meetings of the Vestry may be called by the Rector, the Senior Warden in the absence of the Rector, the Junior Warden in the absence of the Rector and the Senior Warden, or at any time by request of any two members of the Vestry.

Section 4. A simple majority of the Vestry shall be a quorum for any regular or special meeting of the Vestry.

Section 5. In the absence of the Rector, the order of succession of presiding officers shall be the Senior Warden, the Junior Warden, or and the Clerk of the Vestry. If none of the above is present, the meeting may elect as presiding officer any vestry member.

Section 6. The Rector and vestry will schedule regular meetings.

Section 7. The Vestry shall be responsible for parish finances (including an annual review of investment policy and the preparation of a balanced budget), parish buildings, and planning for the future. The Vestry should strive to advance the spiritual development of the parish, working under the direction of the Rector. The Vestry members should be receptive to the concerns of the congregation.

Section 8. Lay Delegates to the Annual Diocesan Convention shall be elected by the Vestry from among the communicants of St. Andrew's Church qualified to vote according to Article IV, Section 3.

ARTICLE VII
Officers

Section 1. At its first meeting following the Annual Meeting the Vestry shall elect by majority ballot:

1. A Senior Warden, called the Rector's Warden, and a Junior Warden,
   called the People's Warden, who shall be elected from members of the Vestry.
2. A Clerk and a Treasurer, who need not be members of the Vestry.

At any time, the Vestry may authorize and elect any other officer they may deem necessary. Based upon the special requirements of the position, the Vestry may also appoint Assistant Treasurers upon the recommendation of the Treasurer.

Section 2. Duties of the Senior Warden shall be:

1. To preside over regular and special meetings of the Vestry in the absence
   of the Rector.
2. To select an Audit Committee prior to the December Vestry meeting.
3. To perform any other duties designated by these by-laws or requested by
   the Rector or the Vestry.

Section 3. Duties of the Junior Warden shall be:

1. To preside over regular and special meetings of the Vestry in the absence
   of the Rector and the Senior Warden.
2. To perform any other duties designated by these by-laws or requested
   by the Rector, Senior Warden or the Vestry.

Section 4. Duties of the Clerk shall be:

1. To take and record the minutes of the proceedings of the Vestry, attest to
   its public acts, preserve all records and papers belonging to the Vestry
   not otherwise provided for, and faithfully deliver to the successor Clerk all
   books and documents in the Clerk's possession belonging to the parish.
2. To take and record the minutes of the Annual meeting.
3. To perform such other duties as shall be legally assigned.

If the Clerk is not available at a meeting of the Parish or Vestry, the Presiding Officer shall appoint a temporary Clerk.

Section 5. Duties of the Treasurer shall be:

1. To receive, disburse, and account for all funds collected for all church
   purposes, subject to the provisions of the Canon "Of Business Methods
   in Church Affairs" and such By-Laws as the Parish shall adopt.
2. To prepare the financial section of the Parochial Report for the Diocese
   and such other reports as required by the Diocese, the Rector,
   the Vestry or Commission.
3. Report to the vestry and act under its supervision.

Section 6. Should a vacancy occur in any of the offices provided in this section, the Vestry may fill such vacancies at its discretion.

ARTICLE VIII
Commissions and Committees

Section 1. The Rector shall appoint such Commissions as needed, subject to the approval of the Vestry. A commission may be thought of as an ongoing entity created to coordinate a specific area of parish life or business such as the Outreach Commission, the Christian Education Commission, the Finance Commission, or the Worship Commission.

Section 2. Commission appointments shall be for a one-year term starting February 15 of each year, except that the Christian Education Commission appointments shall be for a one-year term starting June 1 of each year.

Section 3. The duties of the Commissions shall be determined by the Vestry.

Section 4. The Rector and Senior Warden shall be members ex-officio of all Commissions. The Treasurer shall be a member ex-officio of the Finance and Personnel Commission.

Section 5. Committees are charged with a specific and limited mission, after which they are normally excused. Committees may be appointed by the Rector, Vestry, or Commissions and are accountable to the same.

ARTICLE IX
Parliamentary Authority

The rules contained in the current addition of "Robert's Rules of Order Newly Revised" shall govern the Vestry and Annual Meetings in all cases to which they are applicable and in which they are not inconsistent with these by-laws and the Canons of the Diocese of Ohio.

ARTICLE X
Amendment of By-Laws

These by-laws may be amended at the Annual Meeting by a two-thirds vote, provided that the amendment has been submitted in writing and has appeared in the bulletin or newsletter at least three weeks prior to the Annual Meeting.