Initially approved by the Vestry on January 20, 1993; amended by the Vestry on July 26, 1993; March 18, 1998; June 14, 2004; June 19, 2006; November 23, 2009; January 26, 2015.  [Earlier versions are accessible via the Archive.]


BYLAWS
OF
ALL SAINTS EPISCOPAL CHURCH

HILTON HEAD ISLAND, SOUTH CAROLINA

 
 

Article I:  Name

 

The corporate name of the Church shall be “All Saints Episcopal Church of Hilton Head.”

 

Article II:  Purpose

 

The object and purpose of the Corporation is the support and maintenance of a church in the Town of Hilton Head Island, South Carolina for the public worship of Almighty God in accordance with the doctrine and practices of The Episcopal Church in the United States of America and of The Episcopal Church in South Carolina, together with such other religious, educational and charitable works as may be properly connected therewith.

 

Article III:  Members

 

Each person not less than seventeen years old who is enrolled in the Parish Register of this Church as a member in the Protestant Episcopal Church in the United States of America shall be a voting member with the right to vote in the election of members of the Vestry and on all matters having to do with the affairs of the Church.

 

Article IV:  Congregational Meetings

 

Section 1: Annual Meetings.  There shall be an Annual Meeting of the members of the Church during the month of January or February of each year, the exact date to be set by the Rector or the Vestry and announced to the congregation by publication in the Church service bulletin for not less than two successive Sundays before the meeting.  The business to be transacted shall include the election of Vestry members, consideration and action on reports of the Rector, Officers, Vestry, and Commissions and any other business within the power of the Church as a religious corporation.  If such other business is to be proposed by a member, the Rector shall be advised in writing of the nature of such business not less than forty-eight (48) hours before the time of the meeting.  At these meetings, the Rector shall preside; but, if there is no Rector or if he or she be absent, then the presiding officer shall be the Senior Warden or, in the absence of the Senior Warden, the Junior Warden.

 

Section 2: Special Meetings.  Special meetings of the members of the Church may be called at any time by a majority of the Vestry, or upon written request delivered to any member of the Vestry by at least fifteen (15) members of the Church.  It shall be the duty of the Rector and/or the Vestry to call forthwith Special Meetings of the Church by giving at least seven (7) days notice at each Church service on the Sunday or Sundays preceding such meeting by publication in the service bulletin and by announcement at those services.

 

Section 3: Quorum.  A quorum shall consist of at least fifty (50) members in good standing.  The Rector shall maintain a Parish Register of members in good standing according to Canon XXV of The Episcopal Church in South Carolina.

 

Article V:  Vestry

 

Section 1: Eligibility.  Only members in good standing who have reached the age of eighteen (18) years shall be considered eligible to be elected to the Vestry.

 

Section 2: Number and Term of Office.   The Vestry of this church shall consist of nine (9) lay members in good standing, three of whom shall be elected each year to serve three (3) year terms of office.  No individual shall be eligible to serve as a member of the Vestry for more than five years in any six-year period.

 

Section 3: Nomination.  Any member of the Church in good standing may nominate an eligible member, provided the person to be nominated has agreed to serve if elected.

 

Section 4: Election.  Members of the Vestry shall be elected at the Annual Meeting by written ballot unless only one candidate is nominated for a position, in which case a voice vote or show of hands vote is allowed.  The vote necessary for election shall be a majority of the votes cast.

 

Section 5: Filling Vacancies on the Vestry.  In the event that a Vestry member shall resign, die in office, leave the Church, or be unable to serve because of illness or other disability or circumstance, a successor shall be chosen by majority vote of the Vestry to serve the remainder of the uncompleted term.  Notwithstanding this, if the vacancy occurs within six months of the next Annual Meeting, the Vestry may opt to leave the position vacant until then and have it filled at that time by general election, for a term of one (1), two (2), or three (3) years, as appropriate.

 


Article VI:  Powers of the Vestry

 

Section 1: Duties and Responsibilities.   The Vestry shall control all affairs and property of the Church and shall have power to fix compensation and to approve job descriptions for personnel and to advise the Rector on the hiring and firing of personnel.  The Vestry shall act as trustees for the Church in accordance with the public general laws of the State of South Carolina regulating religious corporations affiliated with The Episcopal Church in South Carolina and shall have and exercise all corporate powers and privileges of the Church under such laws.

 

Section 2: Meetings.  Regular meetings of the Vestry shall normally be held monthly at a time and place mutually agreed to by the Vestry and the Rector.  Special meetings may be held at any time or they may be called by the Bishop, the Rector, or by not fewer than three (3) members of the Vestry.  Notice of the time and place of all meetings shall be given to each Vestry member in person or by telephone not less than forty-eight (48) hours preceding the meeting or by electronic mail or United States Postal Service mail posted not less than four (4) days preceding the date of such meeting.  No business shall be transacted at Special Meetings except that specified in the notice.

 

Section 3: Quorum.  More than half (½) of the members of the Vestry shall constitute a quorum for the transaction of business at any meeting of the Vestry.

 

Section 4: Presiding Officer.  The Rector shall normally preside at all meetings of the Vestry at which he or she is present, but may assign that duty to the Senior Warden.  In the absence of the Rector, the Senior Warden shall preside, or in his or her absence, the Junior Warden sha1l preside.  The presiding officer has the same voting privileges as any other member, but will normally vote only when his or her vote would change the outcome.

 

Article VII:  Officers

         

Section 1: Officers of the Church.  The Officers of the Church shall be the Rector, a Senior Warden, a Junior Warden, a Clerk, a Treasurer, and such other officers as the Vestry may from time to time designate, including one or more Assistant Treasurers nominated by the Finance Commission.

 

Section 2: Election.  The Senior Warden, Junior Warden, Clerk, Treasurer, and Assistant Treasurers shall be elected annually by a majority vote of the Vestry at the first Vestry meeting following the Annual Meeting of the members of the Church.  The Senior Warden shall be a member of the Vestry nominated by the Rector.  Only members of the Vestry who have reached the age of twenty-one (21) shall be considered eligible to be elected a Warden of the Church. The Clerk, Treasurer, and Assistant Treasurers must be members in good standing of the Church and may be, but need not be, members of the Vestry.  Any vacancy in any office shall be filled for the uncompleted term thereof by the majority vote of the members of the Vestry.

Section 3: The Clerk.  The Clerk shall record the minutes of all meetings of the Vestry and of the Church in a suitable minutes book that shall be maintained in the Church office. The Clerk shall be charged with keeping at least two (2) current copies of the Bylaws, which shall be open to inspection in the Church office by any member of the Church.  In addition, the Clerk shall perform such other duties as may be assigned by the Vestry.

 

Section 4: Other Officers.  Such other officers as designated by the Vestry shall perform such powers and duties as assigned by the Vestry.

 

Section 5: Attendance of Officers at Vestry Meetings.  All Officers who are not members of the Vestry shall be invited to attend all Vestry meetings.  All Officers not members of the Vestry who attend Vestry meetings shall have a voice on all questions, but shall not have the right to vote.

 

Article VIII: Commissions

 

 Section 1: Buildings and Grounds Commission.  There is hereby established a Building and Grounds Commission, the Chairperson of which will be selected by the Vestry. The Chairperson shall appoint a sufficient number of Church members to accomplish the duties of the Buildings and Grounds Commission effectively. The Commission shall have supervision and charge of the buildings and grounds of the corporation and shall make recommendations to the Vestry concerning maintenance and improvement.  In case of an emergency, the Commission shall have power to order repairs or alterations to property under its control.

 

Section 2: Finance Commission.  There is hereby established a Finance Commission. The Vestry shall annually appoint members of the Vestry to this Commission. The Vestry members of the Commission shall appoint a sufficient number of Church members to accomplish the duties of the Finance Commission effectively.  The Treasurer of the corporation shall be an ex-officio member of the Finance Commission.  The Commission shall have supervision of the permanent funds and securities of the corporation.  It shall have power to sell securities owned by the Corporation and to reinvest the proceeds thereof.  The Commission shall prepare an annual budget of the corporation for review and approval by the Vestry.  The Commission shall recommend to the Vestry the amount and type of insurance to adequately cover the property and shall carry out the directives of the Vestry in placing the insurance.  The Commission shall recommend to the Vestry a Certified Public Accountant or the names of two (2) or more members of the Church for appointment by the Vestry to conduct the annual audit.  The Finance Commission shall make a report at each Vestry meeting for all actions taken by the Commission since the last meeting.

 

Section 3: Other Commissions and Committees.  The Vestry shall establish such other Commissions and Committees as they deem necessary to accomplish the work of the Church and shall appoint Vestry and other members to serve on each Commission and Committee.

 

Article IX:  Diocesan Convention Deputies

 

Lay Deputies and Alternate Deputies representing this Church at the Conventions of The Episcopal Church in South Carolina shall be nominated and elected in accordance with the Constitution and Canons of The Episcopal Church in South Carolina at the Annual Congregational Meeting or at any Special Meeting of the Congregation required to be called for that purpose.  Lay Deputies and Alternate Deputies may be elected with staggered rotation of terms. 

 

Article X:  Fiscal Matters

 

Section 1: Fiscal Year.  The Fiscal Year of the Church shall be the calendar year.

 

Section 2: Authority to Sign Documents.   All documents that would create binding, legal obligations of the Church or which would affect ownership of property of the Church, including but not limited to contracts, leases, promissory notes, deeds, bills of sale, or mortgages, shall be signed by the Rector or the Senior Warden and by any other duly elected or designated Officer who is authorized so to do by a majority vote of the Vestry.  The exception to this is documents that would create binding, legal obligations of the Church for the procurement of personal property of the Church, in which case these documents shall be signed by one of the following individuals in a manner consistent with policies set forth by the Finance Commission and approved by the Vestry: the Rector, the Senior Warden, the Junior Warden, the Finance Commission Chairperson, the Treasurer, or an Assistant Treasurer.

 

Section 3: Signature to a Commercial Paper.  All commercial paper, including, but not limited to, checks and drafts, shall be made, drawn, and endorsed in the name of the Church and signed by one or more of the following individuals in a manner consistent with policies set forth by the Finance Commission and approved by the Vestry: the Senior Warden, the Junior Warden, the Finance Commission Chairperson, the Treasurer, or an Assistant Treasurer.                             

 

Section 4: Limitation of Expenditures.  Any expenditure in excess of five hundred dollars ($500) not specifically provided for in the current annual budget of the Church must be approved in advance by the Vestry.  The Buildings and Grounds Commission may make expenditures in excess of this amount if such expenditure is determined by that Commission to be of emergency nature.  Under normal circumstances, such expenditures should be made after consultation with the Rector and/or the Senior Warden.

 

Section 5: Audit.  The financial books and records of the Church shall be audited annually by a Certified Public Accountant or by a committee of two (2) or more members of the Church, not including the Treasurer, approved by the Vestry.  The audit must commence within sixty days following the close of the Church's fiscal year and shall be submitted to the Vestry and become part of the permanent records of the Church. The Episcopal Church in South Carolina shall be advised of the audit as prescribed for in the Canons.

Article XI:  Conduct of Meetings

 

The most recent edition of Robert’s Rules of Order shall govern the proceedings of all Congregational, Vestry, Commission, Committee, and all other Church meetings.

 

Article XII:  Amendments to Bylaws*

 

These Bylaws may be amended by a majority vote of the Vestry or by a majority vote of a meeting of the Church, provided written notice of the proposed amendment(s), together with specific language, has been made available at least four (4) weeks prior to the vote.

 

Article XIII:  Conformity with Constitution and Canons

 

Any provision of these Bylaws now or hereafter contrary to, in conflict with, or not in accordance with the Constitution and Canons of The Episcopal Church in the United States of America or of The Episcopal Church in South Carolina shall be considered as immediately conformed thereto if possible, or shall be null and void.

 

 

 

 

These amended Bylaws of All Saints Episcopal Church of Hilton Head were adopted by a majority vote of the Vestry of this Church at a regularly called meeting on January 26, 2015.

 

ATTEST:

 

 

 


Marjorie Milbrandt,

Senior Warden

 

 

 


Kerry E. Grant,

Clerk

 

 

Date:

 

 

Date:

 



* The Bylaws of All Saints Episcopal Church were adopted by majority vote of the Vestry at its regular monthly meeting on January 20, 1993.  They were subsequently amended at regular meetings of the Vestry on July 26, 1993, on March 18, 1998, on June 14, 2004, on June 19, 2006, on November 23, 2009, and on January 26, 2015.