BY LAWS OF

THE RECTOR, WARDENS AND VESTRYMEN OF ST. JOHN'S PARISH

IN PORTERVILLE, CALIFORNIA

Pursuant to the authority conferred by the Corporations Code of

the State of California, the following are hereby adopted as the By Laws of the Corporation known as THE RECTOR, WARDENS AND VESTRY OF ST. JOHN'S PARISH IN PORTERVILLE, CALIFORNIA, and all other prior By Laws are hereby repealed.

ARTICLE I Definition of Terms

Section 1.  Whenever the term "Parish" is used, it shall mean, as the context may in each instance require, either the Corporation's legal entity, or the membership of the Corporation.

Section 2.  Whenever the term "Vestry" is used, it shall be deemed synonymous with and shall be taken to mean the Board of Directors of this Corporation.

Section 3.  The Corporation may be referred to for brevity as St. John's Parish; but its full corporate name should be used in all formal documents.

ARTICLE II Parish Meetings (Membership Meetings)

Section 1.  As soon as possible after the 31st day of December and before the 15th day of January, after due notice publicly given at the regular principal service of Saint John's Parish on the preceding Sunday, there shall be held the Annual Parish Meeting for the election of Vestry and for the transaction of such business as may properly come before the Parish.

Section 2.  Special meetings of the Parish may be called by the Rector, or by the Vestry if there be no Rector, and shall be called by the Rector upon a written request signed by the majority of the Vestry. Notice of any special meeting of the Parish shall be given at the regular principal service of Saint John's Parish on each of the two Sundays preceding the day appointed for the special meeting.  Such notice shall state the purpose of the meeting. 

Section 3.  At all Parish meetings the Rector, or if there be none or he is absent, the Senior Warden, or Junior Warden, in that order, shall preside, and the Clerk of the Vestry shall act as the Clerk of the meeting.

Section 4.  All Parish meetings shall be held at such place within the geographical limits of the Parish as shall be designated in the notice of the meeting given as aforesaid.

Section 5.  One-third of the members of the Parish constitute a quorum at any Parish meeting, and an election of Vestry or officers of the Church or the transaction of other business by a meeting so constituted shall be as valid as if made at a meeting at which a majority of the Parish members were present and voted.

Section 6.  Qualified members of the Parish are persons who are a) baptized in the Anglican faith, b) Communicants of the Parish at least three times in the last 12 months, c) 16 years or older. The qualifications shall be established by the member's written oath and as determined by the Rector, if such qualifications are called into question.  The members may, by the procedure provide by laws, remove any member including overruling the determination by the Rector.

ARTICLE III Officers

Section 1.  The officers of the Corporation shall consist of a President, a Senior Warden, a Junior Warden, a Clerk, who shall be the corporate Secretary, and a Treasurer/CFO. All officers shall be members of the Parish. The Rector of the Parish or the Minister-in-Charge shall be President of the Corporation and Chairman of the Vestry.  The Wardens shall be members of the Vestry and Communicants of the Church.  They shall be known as the Senior Warden and Junior Warden.  The Senior Warden shall be appointed by the Rector and the Junior Warden shall be elected by the Vestry.  The Clerk and the Treasurer need not be members of the Vestry but shall be elected by the Vestry and shall have seat and voice but not vote at Vestry meetings unless members of the Vestry.  All officers of the Corporation except the President shall hold office until the first meeting of the Vestry after the Annual Meeting of the Parish following their election, and until their successors are elected.

Section 2.  The officers of the Corporation shall have the usual duties incident to their respective offices and such other duties as are provided in the Constitution, Canons, Usages and Practices of the Anglican faith, as well as according to California corporate law and custom.

ARTICLE IV Vestry (Directors)

Section 1.  The Rector of the Parish shall be ex-officio a member of the Vestry (Board of Directors) and its presiding officer.  The other directors shall bear the general title of Vestrymen, shall be communicants of the Parish and shall be elected by the vote of the voting members of the Parish as may be prescribed by these By Laws.  One-third of the Vestrymen shall be elected each year for a three-year term.  The Vestrymen shall be communicants of the Parish. The number of Directors (Vestrymen) shall not be less than five nor more than fifteen persons. The members of the Parish at the annual Parish meeting or at a specially called and noticed meeting may from time to time change the number of trustees within these limits.

Section 2.  The affairs of the Parish shall be managed by a Board of

Directors to be called the Vestry which shall consist of the Rector and not less than five nor more than fifteen persons elected by the Parish at the Annual Meeting or at a special meeting called for that purpose.  The first Board shall consist of nine members, to serve as hereinafter set forth, and the Rector. Thereafter, the Parish, by the majority vote of those present at the Annual Meeting, or at a special meting called for that purpose, may, if notice of such proposed change has been given with notice of such meeting, change the number of Vestrymen within the forgoing limitation of not less than five nor more than fifteen.

Section 3.  Baptized men and women who are qualified electors of the Parish shall alone be eligible to serve as Vestrymen.  At east two-thirds of the Vestrymen shall also be Communicants. The Rector shall be ex-officio a member and the Chairman of the Vestry.  The qualified electors of the Vestrymen are to serve for three years and until the election of their successors. No member of a Vestry who is elected to a full three-year term shall be eligible for re-election to the Vestry until one year after the expiration of the term for which he or she was elected. 

Section 4.  The Clerk shall report to the Vestry and Vestrymen who shall have absented himself without satisfactory excuse for three consecutive meetings, whereupon said Vestryman shall be notified that his office is vacant. Said office shall then be filled in accordance with these By Laws.

Section 5.  The Vestry may, at a meeting duly called, fill a vacancy in its own membership until the next Annual Meeting of the Parish, at which time a member shall be elected for the remaining portion of the unexpired term.

Section 6.  Annually, one-third of the total number of Vestrymen, as nearly as may be, shall be elected for three years.

Section 7.  In the event that terms of different length are to be filled,

the persons receiving the highest number of votes shall be elected to the longer terms.  The members of the Parish may make any additional nominations from the floor at the Annual Parish Meeting.

ARTICLE V Vestry Meetings

Section 1.  The organizational meeting of the Vestry shall be held at the place of the Annual Parish Meeting immediately following the adjournment thereof. At such Annual Meeting, the Vestry shall elect the officers whom they are required to elect by these By Laws, such officers to serve until the next Annual Meeting of the Vestry and until their successors are elected.

Section 2.  A regular meeting of the Vestry shall be held monthly on the second Wednesday of each month at a place to be determined by resolution of the Vestry.  The date and place of the regular meeting of the Vestry may be changed from time to time by resolution of the Vestry adopted at a meeting duly called.

Section 3.  Special meeting of the Vestry may be called by the Rector, or by the Senior Warden if there be no Rector, upon a written request signed by the majority of the Vestry.  Notice of any special meeting of the Vestry shall be given either by 4 days notice by first class mail or 2 days notice by personal delivery, email or telephone.  Any Vestryman may waive notice to him/her by his/her attendance at a special meeting.  A special meeting of the Vestry may lawfully be held without notice thereof being given whenever all the members of the Vestry are present.

Section 4.  A majority of the members of the Vestry shall constitute a quorum at any meeting of the Vestry.

ARTICLE VI Sale of Assets or Incurring of Indebtedness

No indebtedness, sale, conveyance, mortgage or contract whatsoever, involving an amount in excess of $100.00, except for receipts for donations or contributions to the property of this Church shall be incurred, made or entered into or be valid or binding against this parish corporation unless each and all of the following procedures are regularly had and taken:

1. A resolution to incur the indebtedness or make the contract, sale of reconveyance or encumbrance must be adopted at a regular meeting of the Vestry at which two-thirds of the Vestrymen shall be present and vote in favor thereof.

2. Such resolution must specify exactly, if it relates to a proposed indebtedness, the amount of such proposed indebtedness and the purpose for which it is to be incurred; or, if it relates to a sale, conveyance, mortgage or contract, the exact terms of the same.

3. Such resolution must be fully spread upon the minutes, together with the names of the Vestrymen who vote in favor thereof.

ARTICLE VII Parish Seal

The Parish (Corporate) Seal shall have inscribed upon it the corporate name, the date of incorporation and the word "California" and the word "Seal".

ARTICLE VIII Allegiance

This Corporation accedes to and agrees to be bound by and comply with the Constitutions, Canons, Doctrines, Disciplines, Worship, Liturgy, Rites and Usages of the Anglican faith. In the event of an issue as to what this corporation and its Parish are bound to, the Rector, the Vestry and the Parish shall make a determination.

ARTICLE IX Procedure

Where any matter of procedure is not covered by the Articles or the By Laws, Robert's Rules of Order shall govern at any meeting of the Parish or Vestry.

ARTICLE X Indemnification

Section 1.  This corporation shall provide a defense to and indemnify to the fullest extent possible under California law, including but not limited to Corporations Code §9246, all its officers, Vestrymen, Rector, members and volunteers, and its other employees and agents, but only to the extent that the Vestry may by vote so approve based upon the circumstances of the claim, from all claims, causes of actions and lawsuits by any third-party or by any member, Vestry, Rector, officer or volunteer, but only to the extent allowed by California law.

Section 2.  The volunteers of this Corporation shall not be personally liable for claims of wrongdoing to the fullest extent allowed by California Corporations code §9247.

ARTICLE XI Amendments

Section 1.  These By Laws may be amended by the members of the Parish at any annual meeting or at any special meeting called for that purpose at which a quorum is present, by the majority vote of those present: Provided, that notice of the intent to so amend the By Laws shall be contained in the notice of the meeting otherwise required to be given.

Section 2.  These By Laws may be amended by the Vestry at any regular meeting or at any special meeting:  Provided notice of the intention to so amend the By Laws shall have been contained in the notice of meeting, and such amendment may be by the affirmative vote of the majority of the members of the Vestry present, subject to the power of the members of the Parish to change or repeal such By Laws.  Notice that such amendment has been enacted by the Vestry and that the Parish has the power to change or repeal such amendment shall be given the Parish by announcing the same at the regular principal service of Saint John's Parish at least once within the twenty days immediately following such amendment of By Laws by the Vestry.

Approved on ___________________, 20__, by a duly called meeting of the membership of this Corporation, ____________members being present and constituting a quorum.

____________Ayes

_____________Nays

_________________Abstain

I declare under penalty of perjury and the laws of the State of California that the foregoing is true and correct.  Executed this ____ day of __________, 20__.

______________________________

Secretary