The Minister, Church Wardens, & Congregation of the
Church of the Transfiguration
By-Laws
Article I
General Provisions
Section 1. Title -Incorporated by the legislature of the State of Rhode Island and Providence Plantations on May 27 1893 as the Church of the Transfiguration, here-in-after referred to as "the Parish". Its purpose is and shall be to maintain a house of Christian worship and to perform the charitable duties of Christianity according to the rites and usages of the Episcopal Church.
Section 2. Member of the Diocese of RI - This Parish is constituent member of the Diocese of Rhode Island ("the Diocese" pursuant to An Act for the Incorporation of Parishes, as adopted April 10th, 1883, and subsequently amended. It is organized for the worship of God in accordance with the doctrine, discipline, worship, and liturgy of the Episcopal Church (the "Church"). This Parish acknowledges that it is subject to the laws and the ecclesiastical authority of the Church and the Diocese.
Section 3. Location - The principal offices of the corporation shall be located at the site of the Church of the Transfiguration in Cranston, Rhode Island.
Section 4. Seal - The Corporate seal will have inscribed upon it the name of the Parish and such other appropriate language as may be prescribed by the Rhode Island non-profit corporation act or from time to time by the Vestry.
Section 5. Fiscal Year - The fiscal year of the parish shall be the calendar year.
Article II
Miscellaneous Provisions
Section 1. By-Law Amendments -
a. These by-laws may at any time be recommended to the Parish for amendment or repeal, in whole or in part, by a two-thirds (2/3) vote of the Vestry members present and voting at two (2) successive monthly Vestry meetings.
b. Such amendments shall not become effective until approved by two-thirds (2/3) of the voting members of the Parish present at two successive Annual Meetings at which they are presented for such approval.
c. No proposed amendment(s) shall be considered or affirmatively acted upon at any meeting, unless copies of the proposed amendments(s) is (are) distributed in writing explaining the purpose and reasons, to all members of that body at least ten (10) days prior to the meeting of such body.
d. Upon ratification of these by-laws, the previous by-laws are hereby repealed and annulled.
e. Wardens, Officers, and other members of the Vestry, as well as Delegates and Alternates to the Convention holding office, at the time of the adoption of these by-laws and whose terms have not expired, shall continue in office until duly elected after the ratification of these By-Laws.
Section 2. By-Law Review - At least once every five years these By-Laws will be reviewed by an Ad Hoc committee appointed by the Vestry.
Section 3. Conflict of Interest -
a. No member of the Vestry shall vote on any matter which would involve a conflict of interest. The extent to which said person may participate in any discussion involving a conflict of interest shall be determined by the Senior Warden, or most senior officer of the Vestry present, in his or her sole discretion.
b. Each officer and member of the Vestry shall be required to sign a written Conflict of Interest statement at the beginning of her/his term of office.
c. Whenever a member of the Vestry has cause to believe that a matter to be voted upon would involve himself or herself in a conflict or possible conflict of interest s/he shall announce the conflict of interest and shall abstain from voting on such matter.
d. Further such person shall not be counted toward establishing a quorum. The question of whether an actual conflict exists shall be decided by a majority vote of the Vestry members.
e. As a matter of record, the Clerk of the Vestry shall document any conflict of interest in the minutes of the meeting.
Section 4. Commissions and Committees - There shall be such commissions and committees of the members of the Parish as the Vestry shall organize and supervise. The commissions and committees shall perform such duties as may be required of them by the Vestry.
Section 5. Parliamentary Procedure - Parliamentary Procedure shall be according to the latest edition of Robert's Rules of Order.
Article III
The Parish
Section 1. Membership
a. The members of the Parish shall be all person who have received the Sacrament of Holy Baptism and who are registered as members of the Parish.
b. The voting members of the Parish shall be all adult communicants at least eighteen (18) years of age, in good standing (Title 1, Canon 16, Section 3 national Canons) whose names shall be registered in the Parish Register for six months preceding the Annual Meeting.
c. A voting member shall be a pledging contributor to the welfare of the Church. This can constitute either a financial gift and/or a gift of services and/or talents.
Section 2. Place of Meetings -
a. An Annual Meeting- shall be held on the fourth Sunday in January of each year, or on such other day as may be decided by a majority vote of the Vestry, but in no case later than the last day of February of the same year.
b. The business of the Annual Meeting shall be to receive written reports from:
(1) The Rector pertaining to the highlights of the parochial activities of the parish during the past year and goals ahead.
(2) The Senior an d Junior Wardens pertaining to the highlights of the temporal and Vestry's activities, past and ahead.
(3) The Treasurer as to the financial operation report for the past year and a summary of the Parish's financial assets including year end bank including operating and endowment balances.
(4) All other committees covering their activities including their Financial Operating Report of income and expenses where accountable for monetary funds not under the Treasurer's responsibility.
(5) All outside groups making use of the church facilities, and whose activities are accountable to the Vestry.
(6) The Treasurer shall present the proposed fiscal budget for the forthcoming fiscal year for approval of the voting members of the Parish.
c. In addition, the voting members present shall elect from the Parish such officers and Vestry members as may be required including delegates to the Diocese Convention (refer in Section 5 - Delegates to Convention below) and transact such other business as may properly come before it.
d. In the event of the failure to hold an Annual Meeting, any and all business which might have transacted at that Annual Meeting may be transacted at the next succeeding meeting whether Special or Annual.
Section 3. Special Meetings -
a. A Special Meeting of the members for any purpose or purposes, may be called by:
(1) The Rector or,
(2) The Wardens, acting separately or together, or,
(3) By a Parish member petition signed by a minimum of fifteen (15) voting members of the Parish clearly stating the purpose of the request, or,
(4) by a majority of the Vestry excluding the Wardens.
b. All Special Meetings shall be called by the Clerk, or in the event of his or her absence, disability or failure to act, by such other officer or persons as the Rector or Vestry may name.
Section 4. Notices of Meetings -
a. Written notice of each Annual or Special Meeting stating, the place, day and hour of the meeting shall be given to no less than those members of the Parish entitled to vote, by or at the direction of the Rector, Clerk or person or persons so authorized to call such meetings. Notices of meetings shall be made by all available means, including, but not limited to, e-mail, Internet Web Page, posting on the doors of the church, posting on the church's bulletin boards, posting in the church bulletins, and any new communication methods that might be devised in the future.
b. Notices of both such meeting shall be mailed no less than ten (10) nor more than sixty (60) calendar days before the meeting.
c. Notice of Special Meetings shall clearly state their purpose or purposes. Business transacted at such meetings will be limited to the purposes(s) stated in the notice.
Section 5. Delegates to Convention & Deanery -
a. At each Annual Meeting, the members shall elect four (4) delegates and four (4) alternates who shall represent the Parish at the Convention of the Diocese and the Pre-Convention meeting of the West Bay Deanery in accordance with the Canons of the Diocese.
b. Any vacancy occurring in a delegate's or alternate's position between Annual Meetings shall be filled by due vote of the Vestry to serve until the next Annual Meeting.
c. Delegates and alternates shall continue in office until their successors are elected.
Section 6. Quorum -
a. At an Annual Meeting (or a Special Meeting in lieu thereof), when the Rector, a Warden and twenty-five (25) voting members are present.
b. At a Special Meeting when the Rector, and one-third (1/3) of voting members of the parish, as defined as of December 31st of the previous year, are present.
c. If, however, such quorum will not be present or represented at any such meeting, the members entitled to vote there at will have power to postpone the meeting from time to time, without notice other than announcement at the meeting, until a quorum will be present or represented.
(1) At such postponed meeting at which a quorum will be present or represented, any business may be transacted which might have been transacted at the meeting as originally called.
(2) If postponement is for more than thirty days (30), a notice of the adjournment will be given to each member entitled to vote at the meeting.
Section 7. Execution of a Quorum at a Special Meeting -
a. When a quorum is present at a Special meeting, the vote of the holders of a majority of the votes entitled to be cast will decide any question brought before such meeting, unless the vote of a larger number is required by law.
Section 8. Nominating Committee for the Annual Meeting-
a. At the October meeting of the Vestry a Nominating Committee shall be selected comprising five (5) members of the Parish, three of which shall be elected by the Vestry and two of which shall be appointed by the Rector and confirmed by the Vestry. The Rector shall then designates one of the appointed to be its chairperson. The Rector shall be an ex-officio member of the Committee and entitled to vote.
b. The duty of the Committee shall be to prepare a list of nominees for all Officers and other Vestry member positions open, including the Delegates and their Alternates to the Convention of the Diocese and the Pre-Convention meeting of the West Bay Deanery. (refer: "Section 5: of this Article above). All of the nominees must be voting members of the parish.
c. The Committee, at its discretion, may nominate more than one person for each office. Prior to the meeting, the Committee shall secure certification from each individual comprising their slate of nomination that s/he is willing to serve if elected.
d. The list of nominees shall be posted for a period of not less than three weeks prior to the Annual Meeting.
e. Additional nominations for any vacancy may be submitted to the Nominating Committee by qualified members of the Parish providing the consent of the proposed nominee has been secured. Such nominations must be submitted within one week following the posting of the Nominating Committee's list. The names of such additional nominees must be posted for a period of not less than two weeks prior to the Annual Parish Meeting.
f. At the Annual meeting, nominations may be allowed from the floor, provided no nomination for any office shall be allowed without a certification that nominees have consented to serve if elected. Nominations from the floor must be seconded by one-third (1/3) of the voting members present at the meeting.
g. In the event of more than one nomination for any office, the election shall be by written secret ballot.
Article IV
Vestry
Section 1. Powers - The Vestry shall manage the temporal (lay) activities and affairs of the Parish.
Section 2. Designation - The officers of the Parish, shall consist of the Rector, a Senior and Junior Warden. The officers of the Vestry are a Treasurer, Superintendent of Buildings and Grounds, Superintendent of the Church School, and a Clerk. These officers along with twelve (12) other Vestry members elected from the Parish shall, as a body, be referred to as "the Vestry". Each Vestry member is entitled to vote.
Section 3. Election and Term - Except for the Rector, the Vestry shall be elected by the voting members of the Parish at Annual Meetings for periods as follows;
a. Senior Warden may serve one three (3) year term. Thereafter, one (1) year must pass before s/he is eligible to serve in any capacity on the Vestry.
b. Junior Warden may serve on three (3) year term, and then may serve another three (3) year term as Senior Warden, with no gap, if so elected by the Parish.
c. The Treasurer, Superintendent of Buildings and Grounds, Superintendent of the Church School, and the Clerk, so elected by the Vestry, serve one (1) year terms, which are renewable each year with no mandatory hiatus of service between terms.
d. To the extent practical, with respect to the twelve (12) other members of the Vestry, one third shall be elected at each successive Annual Meeting for a term three (3) years so that their terms will be staggered. Such members may serve two (2) successive terms, but then one (1) year must pass before s/he is again eligible to serve. To the extent practical, the membership of the Vestry shall be representative of the membership of the parish, including men, women, members of all ages, and representatives of the various church organizations.
c. Elected Vestry shall hold office until their respective successors are chosen and qualified.
d. Any member of the church as defined in Article IV who has served the Parish in an active capacity for twenty-five years or more may be elected as Honorary Warden in recognition of such service or in observance of special occasions for such length of time as shall be determined at the nomination.
Section 4. Resignation and Removal -
a. Other than the Rector, any Vestry member may resign by delivering a written resignation to the Parish at its principal office or to the Rector, a Warden, or the Clerk and such resignation shall be effective upon receipt unless it is specified to be effective at some later date.
b Except for the Rector, any Vestry member may be removed by two thirds vote of the Vestry whenever, in its judgement, the interests of the Parish shall be served thereby. Such removal will be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a Vestry member will not of itself create contract rights.
Section 5. Vacancies -
a. The Vestry shall have the power to fill all vacancies for whatever cause until the next Annual Meeting.
b. If the term of such vacancy should continue thereafter, it shall be filled by affirmative action of the Parish at that Annual Meeting for the remainder of the unexpired term only. Such special election by the Vestry shall be so stated in the call of that Annual Meeting.
c. Should a vacancy occur in any position of the Lay Vestry members, except in the positions of Clerk and Treasurer, the period of service between the appointment of the successor and the next Annual Meeting, at which time the Parish must approve the unexpired term of such appointee, shall not constitute "term of service" when applying the limitations indicated in Section 3 of this Article, above.
Section 6. Meetings -
a. The Vestry will meet no less than six (6) times each year and may hold meetings, both regular and special, either within or without the State of Rhode Island. The Vestry shall meet regularly each month on days and at times fixed by majority vote of all the Vestry.
b. Additional meetings of the Vestry may be called on at least forty-eight (48) hours notice to each Vestry member, either personally, by mail, by e-mail or by telephone. These special meetings may be called by:
(1) The Rector, at any time;
(2) The Wardens, acting separately or together, or the Wardens, if there be no Rector or if the Rector is absent from the Diocese for three (3) calendar months, or is incapable of acting, or if the Rector has refused to call a meeting within one (1) week after the receipt of a request signed by the majority of the members of the Vestry;
(3) A majority of the members of the remaining Vestry, in case of failure of the Wardens to call such a meeting- within one (1) week after the receipt of such a request.
c. No action shall be taken at any meeting of the Vestry unless the Rector is present, or, in his or her absence, has indicated his or her consent to either Warden, except under conditions describe in "b.(3)" immediately above.
d. Meetings of the Vestry may be held by means of an Internet connection, a telephone conference circuit and connection to such a circuit will constitute such a meeting. Minutes of such a meeting must be recorded and duly approved in customary manner by the Vestry.
e. The Rector shall be president ex officio of all Vestry meetings.
f. Any member who fails to attend four (4) consecutive meetings in a year without cause will be subject to removal by a vote of two thirds (2/3) of the members of the Vestry.
Section 7. Quorum - At all meetings of the Vestry a majority of the Vestry members (including the Rector and one (1) Warden) will constitute a quorum for the transaction of business. The act of a majority of the members present at a meeting at which a quorum is present will be the act of the Vestry, unless a greater number is required by Rhode Island law or by another section of this document.
Section 8. Consent Vote - Any action required or permitted to be taken at a meeting of the Vestry may be taken without a meeting if a consent in writing, setting forth the action so taken, will be signed by all members of the Vestry.
Article V
Ministers
Section 1. Vacancies - When the position of Rectorship becomes vacant in the Parish:
a. The Wardens shall promptly notify and consult with the Bishop of the Diocese with respect to the appointment of an interim minister for the maintenance of divine services and the pastoral care of the Parish.
b. The interim minister shall assume responsibilities assigned by the Bishop of the Diocese.
c. The Vestry shall consult with the Bishop with respect to the procedure to be followed in the selection and call of a new Rector.
d. A search committee shall be appointed by the Vestry. This committee shall consist of three (3) members of the Vestry and four (4) members of the Parish. The committee shall elect from among its members a chair person or co-chair persons. The Senior Warden shall be an ex-officio member without a vote.
Section 2. Election of the Rector -
a. Election of a Rector shall require an affirmative vote of three-fourths of the lay members of the Vestry.
b. No commitment shall be made by the Vestry to anyone under consideration as a prospective Rector, nor shall any formal call be issued, until the name of the cleric under consideration as Rector has been made known to the Bishop for his/her judgement.
c. If the Bishop has not responded within thirty days, or such additional time as has been agreed upon, from the date of notice to the Bishop, the Vestry may proceed with the commitment and call.
d. In case the Bishop objects to the choice of the Vestry, a second meeting of the Vestry shall be held and the person first proposed can be elected only upon an affirmative unanimous vote of the lay members of the Vestry. If the unanimous vote is not obtained, the same procedure shall be repeated for the election of another candidate.
Article VI
Duties of the Officers & Vestry
Section 1. Rector -
a. The Rector shall be the president and principal executive officer of the Parish and, subject to the direction and under the supervision of the Vestry, shall have general charge of the business affairs and property of the Parish.
b. The Rector, subject to the Rubrics of the Book of Common Prayer, the Constitution and Canons of the Church and of the Diocese, and to the Godly counsel of the Bishop shall have control of the worship and spiritual Jurisdiction of the Parish, and shall discharge the duties set forth in the Canons of the Church and of the Diocese.
c. For the purpose of his or her office, and for the discharge of all functions and duties thereof, the Rector shall at all times, have access, use and supervision of the Parish Church and buildings.
d. The Rector shall preside and have the right to vote at any parish or Vestry meeting.
e. S/He shall not have the power to bind the Corporation to any legal contract nor to commit to, or authorize payment of any funds, unless specifically approved by the Vestry.
f. The Rector shall be responsible for hiring, managing, and dismissing all paid and volunteer staff members, including assisting clergy, and is accountable to the Vestry for their performance.
Section 2. Senior Warden -
a. The Senior Warden shall be the senior lay officer of the Parish and an advisor to the Rector.
b. In the absence of the Rector, the Senior Warden shall perform the administrative duties of the office as set forth in the Canons of the Church and such other duties as may be assigned by the Vestry.
c. S/He shall preside at meetings of the Vestry in the absence of the Rector or interim minister.
d. S/He shall appoint each year not later than the regular February monthly Vestry meeting, a Finance Committee composed of no less than three (3) members and no more than five (5), one (1) of whom will be the Treasurer. The senior warden will be an ex-officio member of the Finance Committee. This Committee's duties will be to prepare the Financial Operating Budget for the ensuing year for Vestry approval and final acceptance by the Parish at the following Annual Meeting, and to direct the investment of Church funds and trusts other than those so designated for annual operational income and expense.
Section 3. Junior Warden -
a. The Junior Warden shall assist the Senior Warden and the Rector in the affairs of the Parish. In the absence of the Senior Warden, the Junior Warden shall perform the duties of the Senior Warden.
b. In the absence of both the Rector or minister-in-charge and the Senior Warden, the Junior Warden shall assume the administrative authority of the Parish and perform the duties of the office as set forth in the Canons of the Church and such other duties as may be assigned by the Vestry.
Section 4. Clerk -
a. The Clerk shall act as secretary of all meetings of the parish and of the Vestry. S/He shall, in general, perform the duties usually pertaining to the office of clerk and such other duties as may be required from time to time by the Vestry.
b. The Clerk is to distribute to all Vestry members a copy of the minutes of the previous meeting, no later than one (1) week before the next scheduled Vestry meeting.
c. The Clerk will be responsible for preparing a synopsis of actions voted upon at Vestry meetings and distributing it to the parish membership.
d. The Clerk's duties will not include the secretarial needs of the Rector without approval of the Vestry. The Vestry may approve another person as general office secretary to fill such needs.
e. The Clerk shall assure that all members of the Vestry have a current copy of the By-Laws; that new members of the Vestry promptly acknowledge receiving a copy; and that one copy is always available for reference to any Parishioner available in the Parish Office.
Section 5. Treasurer -
a. The Treasurer shall have the care and custody of the funds of the Parish, subject to the control of the Vestry.
b. The Treasurer shall be responsible for the books of accounts and shall, in general, perform the duties usually pertaining to the office of treasurer and such other duties as may be appropriately required from time to time by the Vestry.
c. The Treasurer shall be responsible for ensuring that a current written Financial Operational Report is prepared for review and approval by the Vestry for each regular monthly Vestry meeting. With time permitting it is to accompany the advance distribution of the agenda to Vestry members. In behalf of the Investment Committee, s/He is to include any written report periodically required by that body as directed by the Vestry. (Refer: art. VII, Business Methods, Sect. 4 - "Monetary Endowment Funds" - para. "B").
d. The Treasurer will be an ex-officio member of the Finance Committee, and as such shall present the annual budget for Vestry approval and to the Parish at the next annual meeting.
e. No check shall be signed by the originator of the check. The Finance Committee with the approval of the Vestry shall set the amount of checks needing only one signature. Any checks in excess of this amount shall be signed by any two of the following: Treasurer, Sr. Warden, Jr. Warden, any Past Warden that is still an active member of the parish.
f. In the event that an Assistant Treasurer or Comptroller has been hired by the Rector, the Treasurer may delegate the day to day responsibilities of this office to said person, subject to the approval of the Rector and the Vestry.
Section 6. Superintendent of Buildings and Grounds -
a. S/he has the special responsibility for the care and maintenance of buildings, grounds and all other property of the Parish.
b. The Superintendent of Buildings and Grounds may assume the responsibility of overseeing the duties of the sexton, subject to the approval of the Rector and the Vestry.
Section 7. Authority of the Officers and Vestry Members. - No Officer or Vestry Member of this Corporation shall have the power to bind the Corporation to the payment of any money except to the extent authorized from time to time and for specific purposes by the Vestry at their regular or special meetings.
Article VII
Business Methods
Section 1. Transfer or Encumbrance. - The Parish shall not transfer or encumber real property any part thereof without first obtaining the written consent of the Bishop and the Standing Committee of the Diocese.
Section 2. Indebtedness-
a. The Parish shall not become liable in respect of any indebtedness without first obtaining the written consent of the Bishop and the Standing Committee of the Diocese except for unsecured current liabilities incurred in the ordinary course of business which in the aggregate do not exceed ten percent (10%) of the annual receipts of the Parish for the previous year.
b. In addition the Parish shall not become liable in respect of any indebtedness without first receiving the approval of a majority of the Vestry. Any contractual plan(s) pertaining to personnel, buildings, grounds or other properties of the Parish must be presented to the Vestry in writing giving full details of the contractual commitment with recommendations.
c. Three (3) written proposals shall be required for plans applicable to building and grounds if said proposal exceeds the threshold amount recommended by the Finance committee and approved by the Vestry. Only in an emergency may this requirements be waved and then only by a three-fourths affirmative vote of all member of the Vestry.
d. The Superintendent of Building & Grounds or his/her appointed designate shall be responsible for obtaining such proposals for presentation to and for final decision of the Vestry.
Section 3. Trusts - All real and personal property held by or for the benefit of the Parish is held in trust by the Vestry for the Church and the Diocese which includes not only buildings furnishings, equipment, records, but all funds including those of committees, and investments.
Section 4. Monetary Endowment and Trust Funds -
a. The Finance Committee is responsible for maintaining records of all Monetary Endowment and Trust Funds showing source, date, purpose, non-restrictive or restrictive and terms governing the use of both income and/or principal.
b. The Committee shall report to the Vestry through the Treasurer no less frequently than semi-annually, the action taken by the Committee showing the fund(s) investment results, changes, additions, and distributions. The Committee shall submit this report to the Treasurer in due time for inclusion with the Treasurer's operational report to the Vestry at their next regular meeting. (Refer Art. VI, "Duties of Officers & Vestry", Section 5 - "Treasurer", Para. c.)
c. It is not intended that this Committee shall replace the Vestry as to the latter's responsibility; rather, it is intended that the Committee will assist the Vestry by providing their knowledgeable experience in order to facilitate the Vestry's responsibility and duty in the are of Monetary Endowments and Trust Funds.
d. Unrestricted and Restricted Monetary Endowment and Trust Funds of the Parish may be deposited with a national or state bank, FDIC insured, the Diocesan Investment Trust, or other agency within the policies of the Commission on Finance of the Diocese, and shall be held under agreements providing for at least two signatures for the withdrawal of funds.
e. Any new Monetary Endowment and Trust Fund(s), whether unrestricted or restricted shall, upon the recommendation of the Rector, require the Vestry review and approval as to purpose and or use.
Section 5. Non-Monetary Gifts and Donations - Any non-monetary gift or donation, such as but not limited to real estate, equipment, furnishings, "gifts in kind", buildings(s) and grounds, donated to the Church whether by an individual(s), bequeath by will, group(s), or other organization(s), may be accepted upon recommendation of the Rector as to purpose, conditions with final review and approval of the Vestry. Donor(s) must submit their interest in writing to the Rector.
Section 6. Accounts - The Parish shall maintain books of account in order to provide the basis for satisfactory accounting in accordance with Generally Accepted Accounting Practices (GAAP).
Section 7. Audits -
a. Auditor's qualifications must be acceptable to the Diocese.
b. The extent of audits shall be governed by the requirements of the Diocese.
c. Minimum audit requirements of the Parish are that:
(1) The Treasurer has provided a statement of the past year's financial operational income and expense, showing that the difference between the total of bank accounts including any currency on hand at the opening, of the fiscal year and that for the closing date, are equal to the difference between all income received and expenditures paid out; and also to provide a statement of assets and liabilities for year end.
(2) All sequential checks are accounted for except for those which have not cleared the bank.
(3) All bank statements, deposit and transfer slips are on hand.
(4) A written statement from the auditing source states the extent, opinion, comments, suggestions and any irregularities found.
d. Besides the Treasurer, these audit requirements apply to any parish committee authorized to maintain separate bank account funds.
Section 8. Insurance - The Parish shall maintain adequate insurance such as physical loss of buildings and property as well as liability coverage and other coverage as required by the Diocese. The coverage shall be reviewed annually by the Vestry. Such consideration should be given but not limited to Fire, Perils, Employee Dishonesty, Bonding, Money, its Security, Vestry and Officers liability.
Article VIII
Notices
Section 1. How Delivered - Whenever, under the provisions of the Rhode Island Nonprofit corporation act or of the articles of incorporation of these by-laws, written notice is required to be given to any person, such notice may be given by mail, addressed to such person at his or her address as it appears in the records of the Corporation, with postage thereon prepaid, and such notice will be deemed delivered if mailed, at the time when the same will be deposited in the United States mail in the State of Rhode Island. Notices may also be given by telegram, e-mail, facsimile or personally to any Vestry member.
Section 2. Waiver of Notice - Whenever any notice is required to be given under the provisions of the Rhode Island non profit corporation act or the articles of incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, will be deemed equivalent to the giving of such notice. Attendance of a person at a meeting will constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting to the transaction for the business for which the meeting is lawfully called or convened.
Article IX
Indemnification
Section 1. Agreement of Parish. In order to induce the directors and officers of the parish to serve as such, the Parish adopts this by-law and agrees to provide the directors and officers of the Parish with the benefits contemplated hereby.
Section 2. Person Entitled to Benefits. This paragraph will apply, and the benefits hereof will be available to each director and officer of the Parish who serves the Parish as such without the need for other proof that the director or officer has accepted the provisions of this Article.
Section 3. Definitions. As used herein, the following terms will have the following respective meanings:
"Covered Act" means any wrongful act done or attempted or allegedly done or attempted by the Indemnified Person in the Indemnified Person's official capacity with the Parish and while serving as such, or having served in the past or will be serving in the future, or while serving at the request of the Parish as a member of the governing body, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
"Director" means a member of the Vestry of the Parish.
"Excluded Claim" has the meaning set forth in Section 6 hereof.
"Expenses" means any reasonable expenses incurred by the Indemnified Person in connection with the defense of any claim made against the Indemnified Person for Covered Acts including, without being limited to, legal, accounting or investigative fees and expenses (including the expense of bonds necessary to pursue an appeal of an adverse judgment).
"Indemnified Person" means any member of the Vestry or officer of the Parish who serves the Parish as
directors or officer.
"Loss" means any amount which the Indemnified Person is legally obligated to pay as a result of any claim made against the Indemnified Person for Covered Acts including, without being limited to, judgments for, and awards of, damages, amounts paid in settlement of any claim, any fine or penalty or, with respect to an employee benefit plan, any excise tax or penalty.
"Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.
"Wrongful Act" means any breach of duty, neglect, error, misstatement, misleading statement, omission, or other act done or wrongfully attempted by a Director.
Section 4. Indemnification. Subject to the exclusions hereinafter set forth, the Parish will indemnify the Indemnified Person against and hold the Indemnified Person harmless from any Loss or Expenses.
Section 5. Advance Payment of Expenses. The Parish will pay the Expense of the Indemnified Person as such time and from time to time as the Indemnified Person may request in advance of the final disposition of any Proceeding except to the extent that the defense of a claim against the Indemnified Person is undertaken pursuant to any directors' and officers' liability insurance (or equivalent insurance known by another term) maintained by the Parish. The advance payment of Expenses will be subject to the Indemnified Person's agreement with the Parish (evidenced by the Indemnified Person's acceptance of an advance payment or, if requested a prior agreement in writing) to repay the sums paid by it hereunder if it is thereafter determined that the Proceeding involved an Excluded Claim or that the Indemnified Person was not entitled to indemnity by reason of the provisions of Section 9.
Section 6. Exclusions . The Parish, will not be liable to pay any Loss or Expenses (an "Excluded Claim"):
a. With respect to a Proceeding in which a final non-appealable judgment or other adjudication by a court of competent jurisdiction determines that the Indemnified Person is liable to the Parish (as distinguished from being liable to a third party) for: (1) any breach of the Indemnified Person's duty of loyalty to the Parish or its members; (2) acts or omissions not in good faith or which involve intentional misconduct or knowing a violation of law; or (3i) any transaction from which the Indemnified person derived an improper personal benefit or
b. If a final, non-appealable judgment or other adjudication by a court of competent jurisdiction determines that such payment is unlawful
c. Traditionally, D&O exclusions are:
(1) acts or omissions considered uninsurable,
(2) coverage obtained by other insurance contracts,
(3) previous D&O policies which may provide coverage
d. Examples of exclusions include but are not limited to: libel and slander, personal profit not legally entitled to, dishonest acts, failure to maintain insurance, bodily injury, sickness, disease, or death of any person, damage, destruction, loss of use of tangible property, pollution events.
Section 7. Notice to Parish: Insurance. Promptly after receipt by the Indemnified Person of notice of the commencement of or the threat of commencement of any Proceeding, the Indemnified Person will, if indemnification with respect thereto may be sought from the Parish under these Canons, notify the Parish of the commencement thereof. Failure to promptly notify the parish will not adversely affect the Indemnified Person's right to indemnification hereunder unless and only to the extent that the Parish is materially prejudiced in its ability to defend against the Proceeding by reason of such failure. If, at the time of the receipt of such notice, the Parish has any directors' and officers' liability insurance in effect, the Parish will give prompt notice of the commencement of such Proceeding to the insurer in accordance with the procedures set forth in the policy or policies in favor of the Indemnified Person. The Parish will thereafter take all the necessary of desirable action to cause such insurer to pay, on behalf of the Indemnified Person, all Losses and Expenses payable as a result of such Proceeding in accordance with the terms of such policies.
Section 8. Indemnification Procedures.
a. Payments on account of the Parish's indemnity against Loss will be made by the treasurer of the Parish except if, in the specific case, a determination is made that the indemnification of the Indemnified Person is not proper in the circumstances because such Loss results from a claim which is an Excluded Claim. If the Parish so determines that the Loss results from and Excluded Claim (although no such determination is required by the Parish hereunder prior to payment of a Loss by the treasurer), the determination shall be made:
(1) By the Vestry by a majority vote of a quorum consisting of members not at the time parties to the Proceeding; or
(2) If a quorum cannot be obtained for purposes of clause (1) of this subparagraph (a), then by a majority vote of a committee of the Vestry duly designated to act in the matter by a majority vote of the full Vestry (in which designation members who are parties to the Proceeding may participate) consisting solely of three or more directors not at the time parties to the Proceeding; or
(3) By independent legal counsel designated: (A) by the Vestry in the manner described in clause (1) of this subparagraph (a), or (B) if the requisite quorum of the full Council cannot be obtained therefor and a committee cannot be so established, by a majority vote of the full Vestry (in which designation members who are parties to the Proceeding may participate). If made, any such determination permitted to be made by this subparagraph (a) will be made within 60 days of the Indemnified Person's written request for payment of a Loss.
b. Payment of an Indemnified Person's Expenses in advance of the final disposition of any Proceeding will be made by the treasurer of the Vestry except if, in the specific case, a determination is made pursuant to Section 8(a) above that indemnification of the Indemnified Person is not proper in the circumstances because the Proceeding involved an Excluded Claim.
c. The Parish will have the power to purchase and maintain insurance on behalf of any Indemnified Person against liability asserted against him or her with respect to any Covered Act, whether or not the Diocese would have the power to indemnify such Indemnified Person against such liability under the provision of this paragraph. The Parish will be subrogated to the rights of such Indemnified Person to the extent that the Parish has made any payments to such Indemnified Person in respect to any Loss or Expense as provided herein.
Section 9. Settlement. The Parish will have no obligation to indemnify the indemnified Person under this paragraph for any amounts paid in settlement of any Proceeding effected without the Parish's prior written consent. The Parish will not unreasonably withhold or delay its consent to any proposed settlement. If the Parish so consents to the settlement of any Proceeding, or unreasonable withholds or delays such consent, it will be conclusively and irrebuttably presumed for all purposes that the Loss or Expense does not constitute an Excluded Claim. If the Parish reasonablely withholds its consent solely on the ground that the Proceeding constitutes an Excluded Claim, the Indemnified Person may accept the settlement without the consent of the Parish, without prejudice to the Indemnified Person's rights to indemnification in the event the Diocese does not ultimately prevail on the issue of whether the Proceeding constitutes an Excluded Claim.
Section 10. Rights Not Exclusive. The rights provided hereunder will not be deemed exclusive of any other rights to which the Indemnified Person may be entitled under any agreement vote of disinterested trustees or otherwise, both as to action in the Indemnified Person's official capacity and as to action in any other capacity while holding such office, and will continue after the Indemnified Person cease to serve the Parish as an Indemnified Person.
Section 11. Enforcement.
a. The Indemnified Person's right to indemnification hereunder will be enforceable by the Indemnified Person in any court of competent jurisdiction and Will be enforceable notwithstanding, that an adverse determination has been made as provided in Section 8 hereof
b. In the event that any action is instituted by the Indemnified Person under the Canons, the Indemnified Person will be entitled to be paid all court costs and expenses, including reasonable attorneys fees, incurred by the Indemnified Person with respect to such action, unless the court determines that each of the material assertions made by the Indemnified Person as a basis for such section was not made in good faith or was frivolous.
Section 12. Severability. If any provision of this Article is determined by a court to require the Parish to perform or fail to perform an act which is in violation of applicable law, this Article shall be limited or modified in is application to the minimum extent necessary to avoid a violation of law, and is so limited or modified, this Article shall be enforceable in accordance with its terms.
Section 13. Successor and Assigns. The provision of this Article will be (a) binding upon all successors and assigns of the Parish (including any transferee of all or substantially all of its assets) and (b) binding on all inure to the benefit of the heirs, executors, administrators, and other personal representatives of the Indemnified Person.
Section 14. Amendment. No amendment or termination of this Canon will be effective as to an Indemnified Person without the prior written consent of that Indemnified Person and, in any event, will not be effective as to any Covered Act of the Indemnified Person occurring prior to the amendment or termination.