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.
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.
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
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
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.
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
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
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.
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
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.
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.
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
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)