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 bylaws 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

Bringing 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 bylaws, the Rector shall be deemed a member of the parish.  Except as specifically provided herein, 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 of the Vestry 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.  Notice of the annual meeting shall be given in the church bulletin and the church newsletter beginning in December up to the date of the meeting, or by authorized communications equipment (as defined in Article XI) to members of the parish entitled to vote at the meeting, not less than three weeks before such meeting.  If notice is given by authorized communications equipment, the notice shall be deemed to have been given when transmitted.  Notice shall be deemed waived by any parish member who shall participate in such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice, and any parish member may, either before or after any meeting, waive any notice required to be given by law or under these Bylaws.

Section 3.  All baptized persons who are:

1. adherents to the Protestant Episcopal Church;
2. not under the age of sixteen years; and
3. bona fide members of the parish, for not less than six months preceding the Annual Meeting and shall have contributed to the support of the parish through finances, gifts, time or talents,

shall be entitled to vote at the Annual Meeting.

Section 4.  The Lay Delegates and Alternates to the Annual Diocesan Convention will be elected at the Annual Meeting from among the members of the parish qualified to vote according to Article IV Section 3.

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 succeed those Vestry members whose terms have expired.

Section 2.  Nominations of Vestry candidates may be made by any member of the parish entitled to vote according to Article IV Section 3.  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 and end upon the date of the third Annual Meeting following such election and until his or her successor is elected and qualified, or until his or her earlier resignation, removal from office, or death.

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 is selected to fulfill the unfinished term of a member may be elected for a full term so long as such member will have served no more than 18 months at the completion of such term.

Section 5.  After nominations for the Vestry have been closed at the Annual Meeting, an election shall take place.  When there are more candidates than vacancies, 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 candidates 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 is 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 its 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 bylaws.

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.  Notice of any special meeting shall be delivered to each member of the Vestry at least one (1) hour prior to said special meeting.  Notice may be given by personal delivery or by U.S. mail, express mail, or courier service, or by authorized communications equipment.

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, 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, which shall be held not less than once per quarter.

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 at the Annual Meeting from among the members of the parish qualified to vote according to Article IV Section 3.

Section 9.  Vestry meetings are open to members of the parish, and guests invited by the Rector or Vestry members.  Presentations to the Vestry may be made with at least two (2) days’ notice to the Wardens so it can be added to the agenda.  Non-Vestry members attending will not have a vote at Vestry meetings.  Executive Sessions of the Vestry are, however, closed.

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 it may deem necessary, including, without limitation, based upon the special requirements of the position, 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 bylaws 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 bylaws 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, 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 Bylaws 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 shall 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 is 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 Commission.

Section 5.  Each Committee is charged with a specific and limited mission, after which it is normally excused.  Except for the Audit Committee, which shall be appointed by the Senior Warden pursuant to Article VII Section 2, 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 bylaws and the Canons of the Diocese of Ohio.

ARTICLE X
Amendment of Bylaws

These bylaws shall be amended at the Annual Meeting of the parish by a two-thirds vote of the members of the parish present at the Annual Meeting, provided that the amendment has been submitted in writing and has appeared in the church bulletin or church newsletter or has been delivered by authorized communications equipment at least three weeks prior to the Annual Meeting.

ARTICLE XI
Use of Authorized Communications Equipment

Section 1.  Authorized Communications Equipment.  Authorized communications equipment may be used for the purpose of giving notice of meetings or any notice required by Chapter 1702 of the Ohio Revised Code, attending and participating in meetings, giving a copy of any document or transmitting any writing required or permitted under Chapter 1702 of the Ohio Revised Code, or voting.  “Authorized communications equipment” means any communications equipment, including telephone, telecopy or any electronic means, from which it can be determined that the transmission was authorized by, and accurately reflects the intention of the member of the parish or Vestry involved and, with respect to meetings, which allows all persons participating in the meeting to contemporaneously communicate with each other.

Section 2.  Notice Sent by Authorized Communications Equipment. If a notice is sent to a member of the parish or Vestry by authorized communications equipment, that notice shall be deemed properly delivered if sent to the address furnished by such member of the parish or Vestry for transmissions by authorized communications equipment.