Bylaws

CONSTITUTION

ARTICLE I

This corporation shall be known as Trinity Church, Pawtuxet, located in the city of Cranston, County of

Providence, State of Rhode Island, and duly organized under the laws of said State of Rhode Island.

ARTICLE II

This parish acknowledges itself to be a member of, and to belong to, the Episcopal Church in Rhode

Island, and the Episcopal Church of the United States of America, and as such accedes to the constitution,

Canons, Doctrine, Discipline and Worship of said Church.

BY-LAWS

ARTICLE I

MEMBERSHIP. The membership of the Corporation shall be composed of those members of this Parish

who are members in Good Standing. Each such member shall be entitled to one vote on such matters as

may properly come before a Meeting of the Parish. Member in Good Standing shall mean any Baptized

and/or Confirmed person who has attained the aged of 16 years, been an active worshipper, as defined by

the Canons of the Diocese, regularly attended Divine Service when feasible, and regularly contributed to

the financial support of the Parish for a period of at least six months immediately preceding a Meeting of

the Parish.

ARTICLE II

Section 1. Regular Meetings. The Annual Meeting of the Corporation for the election of officers,

members of the Vestry, and delegates to the Diocesan Convention, and for the transaction of such other

business as may come before the meeting shall be held on the fourth Sunday in January each year.

Section 2. Special Meetings. Special meetings of the Corporation may be called by the Clerk at the

request of the the Rector, a Warden, any two members of the Vestry, or any five members of the

Corporation.

Section 3. Notice. Notice of all regular and special meetings of the Corporation, however called, shall be

given by oral announcement by the officiating minister during or at the conclusion of each service on the

Sunday next preceding such meeting and by the Clerk posting a notice upon the official bulletin board at

least eight days previous to the date of such meeting.

Section 4. Quorum. Twenty-five members in Good Standing present shall be counted as a quorum. If

less than this number be present, the meeting shall be postponed until a later time.

Section 5. Prayer. All meetings, whether Corporate or Vestry, shall be opened with Prayer.

Section 6. Presiding Officer. The Rector shall preside and vote at all meetings of the Corporation and of

the Vestry; or in the absence of the Rector, a Warden shall preside.

ARTICLE III

Officers

Section 1. Definition and Election.

The Officers of the Corporation shall be the Rector, two

Wardens, the Treasurer, and the Secretary, who shall serve as Clerk of the Vestry. With the exception of

the Rector, the Officers shall be elected at the annual meeting by a majority vote of the members of the

Corporation present at the meeting, and shall hold office until their successors are elected and qualified.

The Vestry may from time to time elect or appoint assistants to the officers as it may deem necessary or

appropriate.

The Wardens, the Treasurer, and the Secretary shall be elected at the annual meeting to serve a term of

three years. Officers who have completed a full three-year term shall not be eligible for election or

appointment as an officer or vestry member for one year. Officers other than the Senior Warden shall be

eligible for election to a three-year term as Senior Warden.

The Rector shall be chosen by the Vestry at a formal meeting, duly called in accordance with the

provisions of these By-laws.

Section 2. The Wardens. The Wardens shall be responsible for the maintaining of the personal and real

property of the Corporation, insurance, and, in the absence or incapacity of the Rector, to provide for the

temporary performance of his or her duties.

Section 3. The Treasurer. The Treasurer shall receive and disburse all monies collected in the name of

Trinity Parish under the direction of the Vestry, shall keep a true record of receipts and disbursements, and

shall submit monthly reports of the financial condition of the Corporation; shall submit the books for

audit annually, as directed by the Vestry, shall prepare such reports for submission to the Diocese as may

be required, and shall present a full statement of these and of the financial condition of the Corporation at

Annual Meetings and at other times required by the Vestry. The Treasurer shall also maintain the records

of all trusts and permanent funds belonging to the Corporation, listing the source and date of such trusts

and funds, the terms governing the use of principal and income, to whom and how often accounts are to

be made and how the trusts and funds are invested.

The Treasurer shall furnish a Fidelity Bond in such an amount and covering such exposures as shall from

time to time be determined by the Vestry, the expense thereof to be borne by the Corporation.

Section 4. The Secretary. The Secretary shall keep the records of all meetings of the Corporation and of

the Vestry and shall perform such other duties as are usually required of a secretary, including to see that

an accurate roll of the legal members of the Parish is available at every general meeting.

Section 5. Assistants to the Treasurer Two or more persons may be appointed annually to be

responsible for the counting, deposition, and posting of all monies of the Corporation and shall

perform such other duties as shall be assigned to them by the Treasurer and/or the Assistant

Treasurer. They shall furnish a Fidelity Bond in such an amount and covering such exposures as

shall from time to time be determined by the Vestry, the expense thereof to be borne by the

Corporation.

ARTICLE IV

The Vestry

Section 1. The Membership. The Vestry of the Corporation shall consist of nine Vestry members in

addition to the Officers of the Corporation, ex officio. One of the nine Vestry members shall stand as, and

shall be elected as the Assistant Treasurer who shall become familiar with the duties of the Treasurer, and

shall perform such duties as the Treasurer may, from time to time, delegate. In the absence or disability of

the Treasurer, all the duties of the Treasurer shall be performed by the Assistant Treasurer.

The Assistant Treasurer shall furnish a Fidelity Bond in such an amount and covering such exposures as

shall from time to time be determined by the Vestry, the expense thereof to be borne by the Corporation.

Section 2. Election and Term of the Vestry. The Vestry members shall be elected at the annual

meeting by the members present, and may, if necessary, be also elected at any other legal

meeting of the Corporation, and shall hold office until their successors are elected and qualified.

The Vestry members shall be elected at the Annual Meeting for a staggered term of up to 3 years

each. They shall not be eligible for re-election to the same office until one year after the

expiration of their term.

Section 3. Method of Election. Vestry members shall be elected in the following manner: The

Secretary of the Corporation shall place the slate of names prepared by the Nominating

Committee before the members of the Corporation. The vacancies are filled in order of the

number of votes received. In the event that the number of names nominated corresponds to the

number of vacancies, they may be elected as a group.

The ballots are to be counted by three members of the Corporation appointed by the Vestry.

In the event a vacancy on the Vestry occurs during the year, the Vestry may fill the vacancy by

nomination and vote at a legal meeting of the Vestry; the person so nominated and elected must

be a member of the Corporation and shall be elected to serve the unexpired term.

Section 4. Meeting and Quorum. The organizational meeting of the Vestry shall be held on the

first Monday following the Annual Meeting in each year, and they shall hold at least four

additional meetings in each year.

Special meetings may be called by the Rector, either of the Wardens, or upon request in writing

signed by at least two members of the Vestry and delivered to the Clerk of the Vestry. Notice of

a Special Meeting shall be given at least forty-eight hours previous to such time as may be

appointed for such Special Meeting either by oral announcement from the pulpit by the

officiating minister during or at the conclusion of each service on the Sunday next preceding

such Special meeting or in writing by the Clerk of the Vestry.

A majority of the Vestry shall be counted as a quorum for the transaction of business, if less than

this number are present, the meeting shall be adjourned. Any Vestry member who misses three

meetings in one year may be subject to removal by vote of the Vestry.

Section 5. Powers and Duties. The Vestry, for the purposes enumerated in the Charter and for

the furtherance of public worship according to the canons, rites and usages of the Episcopal

Church of the United States of America and of the Diocese of Rhode Island, shall have control

and management of the temporal affairs of the Corporation including, by way of illustration and

not limitation, its property of whatever nature, the disposition of its funds, including adherence to

the Endowment Policy, the acceptance of gifts and bequests, the investments of its funds, and the

power to borrow from time to time, except as prohibited by State Law or Diocesan Regulations,

upon such terms and conditions as it shall deem expedient and , when necessary, to pledge or

assign assets of the Corporation as security therefore. It shall have the power to call a Rector in

case of a vacancy, to confirm the Rector’s engagement of an organist, sexton, and other

employees, and other such appointments as it may deem necessary or expedient. The Vestry

shall fix the salary of the Rector and the salary or rate of compensation of any other employee or

person engaged or appointed by them.

Section 6. Committees. The Vestry shall have the power to create, and define the purposes and

duties of all committees of the Corporation. All appointments to such committees shall be made

by the Rector subject to the approval of the Vestry.

Section 7. Nominating Committee. The Rector, subject to the approval of the Vestry, shall

appoint a Nominating Committee to be composed of two members of the Vestry and two other

members of the Corporation. A member of the Vestry shall serve as Chairman. The Secretary of

the Corporation shall be in attendance at all meetings of the Nominating Committee.

The Nominating Committee shall request nominations from the parish, and prepare a slate of

nominations of such persons as they deem to be qualified and willing to fill all expiring terms or

vacancies among the Officers and Vestry of the Corporation.

The slate of nominations to be presented to the Annual Meeting by the Nominating Committee

shall remain posted on the official bulletin board of the Church for 15 days prior to the Annual

Meeting of the Corporation.

The Nominating Committee shall also present to the Annual Meeting a slate of nominations of

persons to serve as Delegates and Alternates to the Diocesan Convention as required by the

Constitution and Canons of the Convention. All such Delegates and Alternates shall be elected

by the members of the Corporation from among their own number.

Nothing contained in this section shall in any way be construed to exclude additional

nominations of qualified persons by members of the Corporation from the floor.

Section 8. Finance Committee. At the Annual Meeting, the Rector, subject to the approval of the

Vestry, shall appoint a Committee on Finance, the Chairman of which must be a Warden. The

committee shall consist of five or more members, including the Treasurer and a Warden.

It shall be the duty of the Finance Committee to prepare in concert with the Treasurer the

Operating budget for the ensuing calendar year and to submit said Operating Budget to the

Vestry for its acceptance.

The Finance Committee shall have the authority and duty to engage an independent auditor to

make a regular annual audit of the books and records of the Corporation as required by Canon

15, Section 15.6. of the Diocese of Rhode Island.

At the discretion of the Vestry, financial matters of the Corporation may be submitted to the

Diocesan Commission on Finance for its consideration and recommendations.

Article V

Purchase and Conveyance of Property

Section1. No commitment to sell, lease, mortgage, or exchange any real property nor of any

substantial part of the chattels belonging to the Corporation, nor shall any commitment to

purchase real estate, nor shall any real estate be purchased, nor shall any building be erected in

the name of the Corporation without:

1. The affirmative vote of a majority of the Vestry at a regular meeting or at a special

meeting called for the purpose of considering such proposal; and;

2. The affirmative vote of two thirds (2/3) of those present and entitled to vote at a

special meeting of the Corporation called for the purpose of considering such

proposal.

Section 2. Unless the Vestry shall generally or in any particular case otherwise order or provide,

all contracts of purchase or sale, mortgages, leases, deeds, transfers, and other conveyances of

the property of the Corporation shall be executed by either of the Wardens or the Treasurer.

Article VI

Indemnification

Trinity Parish shall indemnify to the fullest extent permitted under Rhode Island General Laws

Section 7-6-6, as amended from time to time, or any other applicable law related or succeeding

thereto, then in effect, every member of the Vestry, officers and members of a committee or of

Trinity Parish made a party to a proceeding by reason of such person being or having been a

member of the Vestry, officer, or member of a committee of Trinity Parish against judgments,

penalties, fines, settlements and reasonable expenses actually incurred, including those expenses

actually incurred prior to the final disposition of such proceeding, subject to limitations, if any,

contained in Rhode Island General Laws Section 7-6-6, as amended from time to time, or in any

other applicable law relating or succeeding thereto then in effect. Trinity Parish may purchase

appropriate insurance including coverage for members of the Vestry and officers.

Article VII

Dissolution

In the event of dissolution, the parish shall prepare and present a plan to address both pastoral

and property issues, and may be implemented following written consent of the Bishop and the

Standing Committee.

Article VIII

Amendments

Section 1. These By-laws may be amended, added to, or repealed at any legal meeting of the

Corporation by a vote of two thirds (2/3) of the members present and entitled to vote, provided

that notice of substance of the proposed change has been sent to members of the Corporation at

least15 days immediately preceding such meeting. The revised and approved By-laws are subject

to the consent of the Bishop and the Standing Committee of the Diocese of Rhode Island.

(Revised as approved by the Corporation: October 16, 2011)