BY-LAWS OF THE RECTOR, WARDENS AND VESTRY OF ST. PHILIP'S EPISCOPAL PARISH IN THE CITY OF MARYSVILLE, SNOHOMISH COUNTY
Amended March 26, 2000 at a Regular Parish Meeting

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, or such geographical area as may be determined from time to time by the ecclesiastical authority of the Diocese of Olympia of the Protestant Episcopal Church in the United States of America.
Section 2. Wherever the term "Vestry" is used, it shall be deemed synonymous with and shall be taken to mean the Managing Board of this corporation.
Section 3. The corporation may be referred to for brevity as St. Philip's Parish; but its full corporate name shall be used in all legal documents.

ARTICLE II Parish Meetings
Section 1. On or before the last day of February each year, after due notice publicly given at the regular principal service of St. Philip's Church on the two Sundays next preceding, there shall be held the Annual Meeting of the Parish for the election of a Vestry and for the transaction of such business as may properly come before the meeting.
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 two regularly scheduled worship services of St. Philip's Church including the Sunday next 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 his designee (or if there is no Rector, a Warden) shall preside. 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 meeting given as aforesaid.
Section 5. A quorum at all Parish meetings shall consist of at least fifteen qualified electors of the Parish.
Section 6. Qualified electors of the Parish shall be Communicants of the Parish of legal age, whose names have been on the Parish Register for at least one month next preceding the Parish meeting, and who have made stated contributions to the Parish with money or gifts as shown by the books of the Parish Treasurer or with personal service as determined by the Rector.
Section 7. The right of challenge shall be permitted. Voting by proxy shall not be permitted.

ARTICLE III

Officers
Section 1. The officers of the corporation shall consist of a President, a Rectorís Warden, a Peopleís Warden, a Clerk and a Treasurer. 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 Rectorís Warden and the Peopleís Warden. The Rectorís Warden shall be appointed by the Rector and the Peopleís Warden shall be elected by the Vestry. The Clerk and the Treasurer need not be members of the Vestry but shall be qualified electors of the Parish and shall be elected by the Vestry. The Clerk and the Treasurer shall be considered ex officio members of the Vestry if they are not current elected members. All officers of the corporation except the President shall hold office until the first meeting of the Vestry after the next Annual Meeting of the Parish following their election.
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 Protestant Episcopal Church in the United States of America and the Diocese of Olympia.

ARTICLE IV

Vestry
Section 1. The affairs of the Parish shall be managed by a Board to be called the Vestry which shall consist of the Rector and not less than six 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 six 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 a special meeting called for that purpose, may, if notice of such proposed change has been given with notice of such meeting, change the number of Vestry members within the foregoing limitations of not less than six nor more than fifteen.
Section 2. The first Vestry of the Parish shall consist of the Rector and six Vestry members who shall serve for the terms indicated:
   (a) Until the first Annual Meeting of the Parish, to be held on or before the 25th Day of April 1999, the following: Aliceia Fournier Dan Howard-Snyder
   (b) Until the Annual Meeting of the Parish to be held on or before the 25th day of April 2000, the following: Cathy Newell Marsha Allgire
   (c) Until the Annual Meeting of the Parish to be held on or before the 25th day of April, 2001, the following: David Carlson Tom Johnston
Section 3. Baptized men and women who are qualified electors of the Parish shall alone be eligible to serve on the Vestry. The Rector shall be ex officio a member with presiding authority that may be delegated to a Warden. The qualified electors of the Parish shall each year choose by ballot one-third of the whole number of the Vestry 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 that member was elected. No household in the Parish shall be represented by more than one member in the Vestry.
Section 4. 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. The person selected by the Vestry shall be qualified as set forth in the preceding Section.
Section 5. At the next annual meeting of the Parish, to be held on or before the 25th day of April, 1999, two Vestry members shall be elected for a three-year term to take the place of the two Vestry members aforenamed whose terms expire at said time. Annually thereafter, one-third of the total number of the Vestry, as nearly as may be, shall be elected for three years.
Section 6. All Vestry members shall serve until the expiration of the term for which they are elected and until the first meeting of the Vestry after the Annual Meeting of the Parish at which their successor is elected.
Section 7. No later than three weeks prior to the Annual Parish Meeting, the Vestry shall nominate for election to the Vestry qualified men or women, at least equal in number to the number of Vestry members to be elected. The names of such nominees shall be contained in the notice of meeting required to be given. 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 Parish Meeting.

ARTICLE V

Vestry Meetings
Section 1. The Annual Meeting of the Vestry shall be the first Vestry meeting held after the Annual Parish Meeting and shall be held not less than one day and not more than twenty (20) days after the Annual Parish Meeting. At such Annual Meeting, the Vestry shall elect the officers whom they are required to elect by these By-Laws, and the Rector shall appoint the Rectorís Warden as required by these By-Laws, such officers to serve until the next Annual Vestry Meeting.
Section 2. A regular meeting of the Vestry shall be held monthly on the fourth Tuesday of each month, except the month in which the Annual Meeting of the Vestry is held, 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 meetings of the Vestry may be called by the Rector, or by the Rectorís Warden if there be no Rector, and shall be called by the Rector, or by the Rectorís Warden if there be no Rector, upon a written request by the majority of the Vestry. Except in circumstances requiring emergency action or upon consent of all Vestry members, no Vestry meeting shall be held with less than three daysí prior notice to all members. There shall also be no Vestry meeting unless the Rector, if there be one, and a quorum of the Vestry are present; provided, that a majority of the Vestry which includes at least one Warden may hold a valid meeting if the Rector is absent from the Parish or fails to attend despite proper notice of the meeting. Voting by proxy shall not be permitted.
Section 4. A quorum at any meeting of the Vestry shall consist of a majority of the members.
 

ARTICLE VI

Parish Seal
The Parish (Corporate) Seal shall be an impression of the corporate name by means of raised letters.

ARTICLE VII

Allegiance
This corporation accedes to and agrees to be bound by and comply with the Constitution, Canons, Doctrines, Disciplines, Worship, Liturgy, Rites and Usages of the Protestant Episcopal Church in the United States of America and of the Diocese of Olympia.

ARTICLE VIII

Procedure
Where any matter of procedure is not covered by the By-Laws, or by the Constitution or Canons of the Diocese of Olympia, Roberts' Rules of Order shall govern at any meeting of the Parish or Vestry.

ARTICLE IX

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 other wise required to be given.