ARTICLE IV
Parish Meetings and Elections
Section 1. Annual Meetings:
There shall be an Annual Parish Meeting of the qualified voting members of the Parish for the election of Vestry members, for hearing reports regarding the calendar year then concluding, and for such other business as shall properly come before the Parish.

Date of Annual Parish Meeting. The Annual Parish Meeting is to be held on the Monday after the First Sunday in Advent, or some other day legally appointed, but no later than the last Sunday in January. The Annual Parish Meeting will be held on the church premises in York, South Carolina.

Notice of the Annual Parish Meeting shall be published and read by the Rector, or if he is absent, by an officiating Minister, or by a Warden during the worship service of the Parish, on the two Sundays next preceding the meeting. This notice shall specify the place, date, and hour, and the names and terms of office of the Vestry members whose terms of office will expire or have expired at the end of that December or whose office shall then be vacant for any cause.

Should the Annual Parish Meeting take place in January, Vestry members whose terms were to expire the December 31st just past shall be permitted to exercise ad interim the duties and privileges of their office.

Ten days prior to the Annual Parish Meeting, the Rector shall publish the Report of the Nominating Committee appointed by the Vestry, including the names and qualifications of the nominees for Vestry vacancies who have been selected by the Nominating Committee.

Presiding Officer. The Rector of the Parish shall preside at Parish meetings, but in his absence the Senior Warden, or in his absence, the Junior Warden, shall preside. If none of the foregoing is present, a Vestry person shall be elected by a majority of the Voting Members present and voting, to preside. The Presiding Officer shall judge the qualifications of Voting Members, determine a quorum upon the advice of the Secretary, and receive the votes cast.

Parliamentary Authority. Parish meetings, including Vestry meetings, shall be governed by Robert's Rules of Order, except where inconsistent with these By-Laws and/or other rules adopted by the Parish or the Vestry.

Quorum. A quorum shall consist of twenty percent (20%) of the Voting Members present at any Parish meeting held after proper notice.

Majority Votes. Action of Parish meetings, including Vestry meetings, shall be determined by a majority of the Voting Members present and voting. Votes cast by Voting Members at services held in locations other than York, such as at services currently held at Lake Wylie, shall be included in the tally.

Order of Business. The order of business at the Annual Parish Meeting shall be as follows:

Qualification and Method of Voting at Annual Meeting. The election shall be by written ballot, and the confidentiality of the voting shall be maintained. Details of the mechanics of voting, such as an explanation of how to correctly mark ballots, and the maximum number of nominees/vacancies for which votes can be cast, shall be explained by the Presiding Officer.

For good cause, such as sickness or infirmity, the Rector or other Presiding Officer may make provision for an absentee ballot to be provided for the Voting Member suffering such hardship.

After ballots are collected and examined, ballots with "undervotes," or fewer nominees voted for than there are open Vestry positions to be filled, will be accepted and counted; ballots with more nominees checked than vacancies exist will be considered incorrectly marked, and will be rejected as entirely void.

In the event more ballots are incorrectly marked than are correctly marked, the election voting is to be taken a second time, after further explanation from the Presiding Officer as to how to correctly mark the ballot.

When the number of nominees in any election exceeds the number of vacancies, the nominees receiving the highest number of votes shall be deemed to be elected to fill the vacancies. In the event of a tie, a run off vote will be held, after proper notice, within one month.

Section 2. Special Parish Meetings: Special meetings of the Parish may be called at any time by a majority of the Vestry, or upon a written request signed by at least twenty percent (20%) of the Voting Members of the Parish, and delivered to any member of the Vestry or Church Officer. It shall be the duty of the Rector and/or Vestry to call forthwith a special meeting of the parish by giving at least ten (10) days advance notice at each Parish worship service on the two Sundays next preceding such meeting. At special meetings the matters or questions to be brought before the meeting or acted upon shall be limited to those contained in the notice for such meeting.

The procedures for voting at Special Parish Meetings shall be the same as for Annual Parish Meetings.

All Special Parish Meetings shall be held on the premises of the church in York, South Carolina.
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ARTICLE V
Control and Management
The property and affairs of the Parish shall be under the control and management of the Vestry, which includes the Rector, consistent with the Constitutions and Canons of the Diocese of Upper South Carolina and The Episcopal Church.

Authority to enter into contract and obligations on behalf of the Parish shall be strictly limited to that provided in these By-Laws and the Canons of the Diocese of Upper South Carolina and The Episcopal Church.

All contracts and obligations of the Parish, of any kind or nature, must be approved by the Vestry sitting as a whole, with a quorum present. The Vestry sitting as a body shall be agents and representatives of the Parish in all matters concerning its property and the relations of the Parish to its Clergy.

No individual Vestry member has authority to conduct business on behalf of the Parish without having been given authorization by the Vestry sitting as a body. Such authorization and power is limited, to the transaction or continuing type of transactions authorized by the Vestry.

No individual Vestry member or any other person is to be given "general" power of attorney or blanket authority or power to conduct Parish business; such general power rests at all times only in the Vestry as a whole.

Checks and other negotiable instruments written on church accounts shall be signed only by a Parish Member with current authorization of the Vestry. Two signatures shall be required on checks and instruments in an amount of five hundred dollars ($500) or more. The Vestry shall appoint, or reappoint, as the case may be, parish Members authorized to sign checks and instruments, making such appointment yearly, at the Vestry meeting next following the Annual Meeting.

Business Office Location.
The business offices of the Parish are located at 108 East Liberty Street, York, South Carolina 29745.

Registered Office Location.
The Registered Office address kept on file with the South Carolina
Secretary of State's office shall be 108 East Liberty Street, York, South Carolina 29745.

Registered Agent.
The Registered Agent listed with the South Carolina Secretary of State's office, for the church corporation, is to be the Rector.

Maintenance and Upkeep of Real and Personal Property. The Vestry shall have charge of the temporalities of the Church, and it shall be their duty to provide for all repairs, salaries, and current expenses, and to take all necessary steps to raise the funds required, and to keep a proper account the of same. They shall also execute all duties which are now, or may hereafter be, imposed upon them by any General Convention or Convention of the Diocese.

Special Duty of the Wardens.
It shall be the special duty of the Wardens to provide whatever may be necessary for the due celebration of divine worship (as books, vestments, etc.); also for the decency and comfort of the church buildings and furniture, books for the church records and the elements of the Holy Eucharist, and to put down all disorder during public worship. They shall be ready to collect "the alms and other devotions of the people," and in case the Congregation is without Clergy, shall disperse them; and also provide for public worship by occasional Clerical services, or by lay reading, as circumstances will permit.

If the Parish is without a Rector, the Wardens, or other Vestry members, shall promptly notify the Bishop.

The Wardens shall also, during such vacancy, take charge of the Church plate, records, etc., and shall present to the Bishop at each Annual Convention, a report of the Parish. It shall also be their further duty to aid the Rector or Clergy in all agencies and efforts for the advancement of the Church, such as Sunday Schools and other related matters, and they may report to the Bishop any irregularities in the mode of conducting public worship, and all offenses by their Clergy, or by any other officiating in behalf of their Clergy, against Rubrics or Canons, faith or morals.
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ARTICLE VI
Vestry
Composition and election.
The Vestry shall consist of the Rector and nine (9) Vestry persons. Vestry members must be adult confirmed communicants and voting members of the Parish. No two immediate members of a family may serve on the Vestry at the same time.

At each Annual Parish Meeting three Vestry members shall be elected. Each Vestry person shall hold office for three years or until a successor is elected. Term of office commences on January 1st when the new Vestry member is elected in a December Annual Parish Meeting, and when the new Vestry member is elected in a January Annual Parish Meeting, term of office begins immediately upon election.

Majority vote.
Action by the Vestry, at Vestry meetings, shall be determined by a majority of the Vestry members present and voting.

Vacancies.
Vacancies on the Vestry, including vacancies in the Wardens' positions, the Clerk or Secretary's position, and the Treasurer's position, may be filled by the Vestry for the unexpired term.

Term limitations.
No Vestry person who has served a three year term in office is eligible to serve again as a Vestry person until the expiration of one year from the end of the term just served. Persons elected to fill unexpired terms of office, however, are eligible for a full three year term immediately upon expiration of the partial term.

Attendance.
A Vestry person who is absent from two consecutive monthly Vestry meetings or three monthly Vestry meetings in any one calendar year, save for absence due to illness or reasonable cause, shall be deemed to have resigned, and a successor may be chosen to fill such vacancy as provided by the By-Laws.

Elections of Wardens and Officers.
A Senior Warden and a Junior Warden shall be elected by the Vestry from their own number at the Vestry meeting next following the Annual Parrish Meeting. The Rector, as well as any Vestry member, may place names in nomination for the Wardens. Each Warden shall hold office for one year, or until his successor shall be chosen. No Warden shall serve for more than two consecutive terms.

Election of a Clerk, or Secretary.
A Clerk, hereafter referred to as the Secretary, shall be elected by the Vestry at its next regular meeting following the Annual Parish Meeting. The Secretary must be a voting member of the Parish, but not necessarily a member of the Vestry. The term of office for the Secretary is one year, or until a successor is elected. There is no limit on the number of terms one individual may serve as Secretary. The Secretary shall perform the usual duties such as recording and writing the minutes of the Vestry and Parish meetings, helping to prepare the agenda for the meetings, and if authorized by the Vestry, shall execute or countersign or attest to the various instruments affecting the Parish, as may be directed by the Vestry or the Diocese. The Secretary, or the Vestry, may delegate the recording and writing of the minutes to an employee of the Parish, or other person not necessarily a Vestry member or Parish member. Preparation of meeting agendas and other clerical work may also be delegated to a nonmember.

The same person may hold both the office of Secretary and Treasurer.

Treasurer.
A Treasurer shall be elected by the Vestry from the voting members of the Parish, but not necessarily from its own number, at the Vestry meeting next following the Annual Parish Meeting. The term of office for the Treasurer is one year, or until a successor is elected, and there is no limit on the number of terms one individual may serve as Treasurer. A Treasurer who is not a member of the Vestry shall be an ex officio member of the Vestry but without a vote.

The Treasurer, subject to the direction and control of the Vestry, shall receive all contributions, gifts, assessments and funds, and shall dispose of the same as authorized by the budget or upon the order of the Vestry, and under the guidance of the Finance Committee.

The Treasurer shall account for all monies due and belonging to the Parish, using as a minimum the standard accounting and business methods set forth in the Canons of the Diocese of Upper South Carolina and The Episcopal Church, and shall render monthly reports to the Vestry.

The Treasurer shall have custody, in trust for the Parish, of all funds, securities, memorial funds, and title deeds thereof. The Treasurer will invest all Parish monies, memorial funds, and securities only after authorization from the Vestry.

The Treasurer shall pay all bills authorized by the budget or on order of the Vestry, as well as premiums owing to the Church Pension Fund for the benefit of the Rector, Vicar, or other stipendiary Clergy of the Parish.

The Treasurer may not sign checks and negotiable instruments on Vestry-authorized accounts. Church checks and negotiable instruments are to be signed only by a person holding current authorization from the Vestry, and a second signature shall be required on all checks and negotiable instruments in an amount of five hundred dollars ($500) or more.

The Treasurer is to be adequately bonded.

An Assistant Treasurer may be appointed by the Vestry to assist the Treasurer, and is also to be adequately bonded.

Delegates to the Diocesan Convention.
Each year the Vestry shall choose delegates and alternate delegates for Diocesan Convention, as required by the Diocese, from the voting membership of the Parish, to serve for one year, or until their successors are chosen.

Meetings of the Vestry.
Regular meetings of the Vestry shall be held each month at any time agreeable to the members. The time and place of the Vestry meetings will be communicated to the Parish membership through newsletters or announcement during religious services, and Parish members will be made aware that they are welcome to attend Vestry meetings.

Special Vestry meetings may be called by the Rector at any time after due notice to the members. "Due notice" requires a good faith attempt to contact all Vestry members.

On a call signed by one Warden and two Vestry members, and after due notice to the Rector, the Vestry may meet and transact such business as may seem proper.

One week's notice of each regular or special meeting shall be given to each member by the Rector (or by the Secretary, under the Rector's direction), or by a Warden in person, or by mail, or by telephone, or by facsimile or electronic mail.

The Rector shall establish the agenda for Vestry meetings in conjunction with the Secretary and Senior Warden; except that for meeting called by a Warden and Vestry members, the Warden may establish the agenda.

The Rector shall vote in Vestry meetings only to break a tie.

Emergency Business.
At any time when the Vestry must be consulted on emergency business by telephone, the Rector, Senior Warden, or other Vestry member previously designated by the Vestry shall conduct a telephone poll, record and report all results in writing to the Secretary and all Vestry members at the earliest possible time and not later than the next special or regular meeting of the Vestry, at which time the results will be confirmed in the minutes of that meeting.

Quorum and Presiding Officer.
Five members of the Vestry and the Rector, if present, or six members of the Vestry if the Rector is not present, shall constitute a quorum. Officers who are not members of the Vestry shall not be counted for purposes of determining a quorum.

The Rector shall preside at all Vestry meetings at which he is present; in his absence, the Senior Warden, or in his absence the Junior Warden, shall preside.

Authority to enter into contracts and obligations.
The Vestry shall have the power to execute contracts, mortgages, obligations and instruments affecting the Parish, subject at all times to the Canons of the Diocese of Upper South Carolina and The Episcopal Church. The Vestry must approve all contracts, mortgages, obligations and instruments affecting the Parish.

All contracts, mortgages, legal and financial obligations, instruments and documents involving the Parish, including any interest in the Parish real estate, or any lawsuit, must be in writing and signed by the following three persons: the Rector and one Warden and the Secretary, or, if the Rector is absent or incapable of acting, by both the Senior and the Junior Warden and the Secretary. The signature requirements relating to the writing of checks for paying routine bills are described under the Treasurer's duties.
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ARTICLE VII
Committees
There shall be eleven standing committees, as are listed and described below.

Buildings and Grounds
This committee shall direct all matters pertaining to the buildings and grounds, see that the buildings are kept in proper repair, and that memorials, fittings and furnishings are in harmony with the character of the church buildings and grounds.

Christian Formation
This committee shall establish and implement church education programs, under the direction of the Rector.

The Men's Club
This committee shall promote fellowship among the men of the Parish, shall assist the Mission and Outreach Committee, and shall participate in planning Parish social activities and special occasions.

Episcopal Church Women
The object of the ECW is to unite women of this Parish to allegiance to their Lord, Jesus Christ, in program of worship, study, work and fellowship which will broaden their Christian outlook, strengthen their own spiritual lives and lead them into Christian service in the parish, community, the nation and the world.

Parish Life
The purpose of the Parish Life Committee is to strengthen the bonds of the parishioners in our parish. This committee plans meals, fellowship opportunities, and other events to promote a sense of community within our parish.

Evangelism
This committee shall develop and implement plans to heighten Parish visibility in York County, to reach out to unchurched and lapsed persons, and to introduce new members into the life of the Parish. Its evangelism efforts shall extend to Parish members where requested by the Rector, and it shall assist the Rector in maintaining communication with Parishioners.

Finance
This committee shall oversee the finances of the Parish and supervise the office of Treasurer. It shall establish, with the assistance of the Treasurer and in concurrence with the Vestry, the operating budget and accounts of the Parish, propose to the Vestry the investment of surplus funds, propose future budgets to the Vestry, and propose to the Vestry the organization of operating fund drives. The Finance Committee shall also appoint, train, and supervise tellers (alms recorders) in the accounting of all offerings. This committee will also be responsible for maintaining the insurance needs of the Parish. The Treasurer shall be a member of this committee.

Missions and Outreach
This committee shall investigate opportunities for the Parish to participate outside the Parish in mission and outreach work, and shall recommend appropriate programs to the Vestry. Committee members, as well as lay readers, Evangelism Committee members, and others may be appointed by the Rector to visit and even take Communion to the sick. This committee shall assist the Rector in pastoral care.

Stewardship
This committee shall assist the Rector with education of Parishioners in stewardship, and shall manage the annual Every Member Canvas. It shall also advise Parishioners each quarter of the status of their pledge giving. It shall encourage the giving of time and talent to the Church by Parishioners.

Worship
This committee shall be responsible for the effective functioning of the various worship groups, including the Choir, Lay Readers, Acolytes, and Alter Guild. It shall assist the Rector to encourage participation of the Parish members in worship organizations. It shall consult with the Rector concerning the extent to which the spiritual needs of Parishioners are being met.

Nominating
This committee is appointed by the Vestry not later than the September Vestry meeting. It is made up of five voting members of the Parish, two of whom shall be members of the Vestry. This committee shall nominate a slate of candidates, after ascertaining that each is qualified, to fill vacancies on the Vestry, after ascertaining that the nominees are qualified and willing to serve. Voting members of the Parish may make recommendations of nominees to the Nominating Committee. The Rector shall, at least ten days prior to the Annual Parish Meeting, publish the names and qualifications of the nominees.
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ARTICLE VIII
Business Methods
The Standard Business Methods of the Diocese of Upper South Carolina and The Episcopal Church shall, at a minimum, be used.

Funds held in trust are to be in accounts approved by the Diocese, and record keeping shall be as required by the Canons of the Diocese of Upper South Carolina and The Episcopal Church.

Treasurers and custodians shall be adequately bonded.

All accounts will be audited annually.

All buildings and their contents shall be adequately insured.

Adequate liability insurance shall be maintained.

No Vestry, Trustee, or other Body or Group is authorized to encumber or alienate real property of the Parish, except as permitted by the Canons of the Diocese of Upper South Carolina and The Episcopal Church.

Reports to the Dioceses shall be as required by the Canons of the Diocese of Upper South Carolina and The Episcopal Church.
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ARTICLE IX
Rector
The Rector of the Parish shall have the exclusive charge of all things affecting the spiritual interests of the Parish, subject to the Constitution and Canons of the General Convention of The Episcopal Church. It shall be the duty of the Rector to take order concerning the worship of the Church, together with all that appertains thereunto.

The Rector shall be at all times entitled to access to the Church, to open the same for public worship, for catechetical or other religious instructions, marriages, baptisms, burials, and all other offices authorized by the Church.

The Rector shall have direction and control of all parish owned and/or operated day schools, educational endeavors and outreach ministries connected with the parish, and shall preside at all Vestry meetings. In case of the Rector's absence, the Senior Warden shall preside or the Junior Warden in the absence of both Rector and Senior Warden.

The Rector's duties, including records and reports of baptisms, marriages and burials, shall be as given in the Canons of the Diocese of Upper South Carolina and The Episcopal Church.

The relationship between the Rector and the Parish membership shall be governed by the Canons of the Diocese of Upper South Carolina and The Episcopal Church, and should the pastoral relationship between the Rector and the Vestry or Congregation be imperiled by disagreement or dissention, the matter shall be resolved in accordance with those same Canons.

Participation in the Church Pension Fund shall be governed by the Canons of the Diocese of Upper South Carolina and The Episcopal Church.

Interim Rectors and Clergy shall be governed by the Canons of the Diocese of Upper South Carolina and The Episcopal Church.
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ARTICLE X
Amendment of By-Laws
These By-Laws may be amended by a two thirds vote by the Parish Voting Members, at any Parish Meeting, provided that written notice embodying any such amendment has been given to the membership at least ten days prior to the meeting at which the proposed amendment is to be acted upon, and provided that a quorum is present at the meeting.

AND THESE BY-LAWS ARE DULY AMENDED AND ADOPTED AS WRITTEN, AT A PARISH MEETING THIS DAY, December 8, 2002, AFTER PROPER NOTICE, ACKNOWLEDGED BY THE UNDERSIGNED RECTOR AND SENIOR AND JUNIOR WARDENS:
Don Lowery, Rector
Joe Tiblier, Sr. Warden
Pick Freeman, Jr. Warden

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