Bylaws of HTC
ARTICLE I: ORGANIZATION
I. 1. Incorporation
The Corporation “Holy Trinity Georgetown Pike, Inc.” doing business as Holy Trinity Church (hereinafter referred to as “Holy Trinity Church” or the “Church”) is a religious corporation formed under laws of the Commonwealth of Virginia in particular the Nonstock Corporation Act of Virginia. The Church is recognized as exempt under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE II: MEMBERSHIP
II. 1. A Member of Holy Trinity Church
A member is one who has demonstrated a commitment to the mission and values of Holy Trinity Church and is 18 years of age or older.
ARTICLE III: LEADERSHIP
III. 1. Vestry
The Vestry shall be co-chaired by the Rector and the Church Warden.
The Vestry (with the exception of the Rector) shall be non-clergy members of Holy Trinity Church. It shall be the duty of the Vestry and under the advisement of the Rector, to give final definition and approval of all compensation packages for clergy and employees of the Church.
It shall be the duty of the Vestry to ensure that record keeping, business practices and finances of the Church are in order and are being executed in accordance with state and federal laws governing Section 501(c)(3) organizations and the requirements of the Church Purpose.
It is the duty of the Vestry to function as trustees of the property of Holy Trinity Church.
The Vestry shall consist of at least two and not more than eleven non-clergy individuals. It shall meet regularly (generally no less than bi-monthly) and special meetings of the Vestry may be called by two or more Vestry members upon reasonable notice to all other members. A two-thirds quorum of the members of the Vestry shall be required to enact the business of the Church, with a member participating by telephone being counted as present. All decisions of the Vestry shall be made by majority vote, except as otherwise provided for herein.
At the meetings of the Vestry, the Rector and Church Warden shall preside. In the event of the absence of the Rector or the Church Warden for any reason, including conflicts, the Secretary shall act in his or her stead. In the event of the absence of the Rector, the Church Warden or the Secretary for any reason, including conflicts, the Treasurer shall act in his or her stead.
Vestry members shall be appointed by the Vestry for a three (3) year term (“Term“). Vestry members shall serve, pursuant to the provisions herein, until their respective successors are appointed or until earlier resignation or removal. Vestry members may serve a maximum of three (3) Terms. Vestry members may serve additional Terms after at least one (1) year of not being on the Vestry.
In 2015, the Vestry shall divide all current Vestry members into three categories: 3-year Term remaining, 2-year Term remaining, and 1-year Term remaining. In 2016 and beyond, Vestry members shall be appointed to replace members whose term(s) have expired.
III. 2. Church Warden
The Vestry shall select a Church Warden for a one-year term of service by unanimous vote. The responsibilities of the Church Warden include working cooperatively with the Rector to:
- schedule meetings of the Vestry,
- set the agenda for all meetings of the Vestry and special meetings of the Church,
- co-chair the Vestry meetings, and
- co-chair the Annual Meeting of the Church.
In addition, the Church Warden shall serve as a source of counsel to the Rector.
As long as the Church Warden continues to serve the Church enjoyably and effectively and continues to have the confidence of the Vestry in this role, he or she may continue in this role within the term limits set for all members of the Vestry.
III. 3. Secretary
The Vestry shall select a Secretary for a one-year term of service by unanimous vote. The Secretary shall perform the functions as specified by the Vestry.
As long as the Secretary continues to serve the Church enjoyably and effectively and continues to have the confidence of the Vestry, he or she may continue in this role within the term limits set for all members of the Vestry.
III. 4. Treasurer
A Treasurer shall be appointed by the Vestry by unanimous vote to report on the financial condition of the Church to the Vestry. The Treasurer will work closely with the Rector and ministry staff to ensure proper stewardship of all finances. The Treasurer will oversee the financial matters of the Church. The Treasurer shall make a financial report to the Church at the Annual Meeting.
As long as the Treasurer continues to serve the Church enjoyably and effectively and continues to have the confidence of the Vestry, he or she may continue in this role within the term limits set for all members of the Vestry.
- Recording Secretary At the meetings of the Vestry, the Members of the Vestry shall appoint one person to be Recording Secretary for the meeting.
- Non-Voting Observing Vestry Member The Vestry may create a nonvoting Observing Vestry Member position to be filled at the invitation of the Vestry. The Observing Vestry Member will be involved in all Vestry meetings similar to VestryMembers but will have no voting positions on votes conducted by the Vestry.
- Conflicts The Vestry shall adopt an appropriate conflict of interest policy.
ARTICLE IV. MEETINGS
IV. 1. Annual Meetings
There shall be an annual meeting of Holy Trinity Church each year (the “Annual Meeting “). At the Annual Meeting, the congregation shall be provided with information and a forum for discussion about the mission, values, ministries, and direction of Holy Trinity Church along with a financial report as approved by the Vestry. The Vestry will reserve the right to revise various ministry plans as well as financial matters in response to the congregational discussions at the Annual Meeting.
The Rector and the Church Warden shall preside at all congregational meetings. Robert‘s Rules of Order shall be in effect unless otherwise indicated.
IV. 2. Special Meetings
Congregational meetings other than the Annual Meeting may be called at any time by the Rector or by the decision of the Vestry provided that twenty (20) days written notice shall have been given to the congregation. This notice shall include the date, time and place of the meeting along with the stated purpose of the meeting. The Rector or
designated Vestry member(s) shall preside at all such special meetings, and Robert’s Rules of Order shall be in effect unless otherwise indicated.
ARTICLE V: FINANCES
V. 1. Receipts
Holy Trinity Church shall use all monies or other properties transferred to it for purposes that are consistent with the mission and values of the Church. The Vestry, or individual(s) designated by it, shall establish policies and procedures that will ensure that sound accounting principles and procedures are followed by the Church.
V. 11. Management and Review
The Vestry, or individual(s) designated by it, shall manage and disburse any funds or property only for the benefit of Holy Trinity Church in accordance with its mission and values and according to the established guidelines of the Church. All Holy Trinity Church’s budgets shall be approved by the Vestry. The Treasurer shall review the financial statements of Holy Trinity Church on a periodic basis.
ARTICLE VI: CHANGING THE BYLAWS
VI. 1. Amendments
These bylaws of Holy Trinity Church may be amended, altered or repealed at any time by unanimous agreement of the Vestry.
ARTICLE VII: INDEMNIFICATION
VII. 1. Vestry Member’s Liability
To the fullest extent now or hereafter permitted by law, every person who is or was a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of being a member of the Vestry or is or was serving as an assistant or helper at the request of Holy Trinity Church shall be indemnified and held harmless against all expenses, liabilities and losses (including attorney’s fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him or her in connection with such membership or service, except when such expenses, liabilities, and losses resulting from his or her willful misconduct, convicted criminal acts, self-dealing, embezzlement or theft.
Such right shall be a contract right that may be enforced in any lawful manner. Such right of indemnification shall not be exclusive of any other right he or she might have, but it shall not be available until recovery from all other sources has been applied. Holy Trinity Church may purchase and maintain insurance on behalf of any person who is or may be entitled to indemnification under this section against any liability asserted against such person.
The Vestry shall take all such action as may be necessary and appropriate to authorize Holy Trinity Church to pay the indemnification required by this bylaw, including, without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of
indemnity due him or her. Any person who, at any time after the adoption of this bylaw, serves or has served in any of the aforesaid capacities for or on behalf of Holy Trinity Church shall be deemed to be doing or to have done so in reliance upon, and its consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this bylaw.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify that I am duly elected and acting Secretary of HOLY TRINITY GEORGETOWN PIKE, INC a Virginia nonstock corporation; and that the foregoing by-laws constitute the by-laws of said Corporation as amended and restated duly adopted by the Members of the Vestry of said Corporation effective s of March 11, 2015.