Like good stewards of the manifold grace of God, serve one another with whatever gift each of you has received. Whoever speaks must do so as one speaking the very words of God; whoever serves must do so with the strength God supplies, so that God may be glorified in all things through Jesus Christ. To him belong the glory and the power forever and ever. (1 Peter 4:10-11) THE EPISCOPAL CHURCH OF THE GOOD SHEPHERD VESTRY GUIDELINES 1
The Vestry s Responsibilities Members of the vestry are legal agents in the congregation The work of the vestry has two faces: leadership and management. As a vestry member you will be expected to manage and lead. Management includes such tasks as: budgeting, establishing and enforcing policies and procedures, establishing action plans, maintaining property. Leadership includes such tasks as: articulating and communicating the vision for the future of the parish, generating enthusiasm and buy-in from the congregation, setting the tone for leadership by acting responsibly for the good of the congregation so that other leaders in the congregation are encouraged to grow and flourish. 1 The Vestry s Role The role of the vestry is defined by the canons of the Episcopal Church and the local diocese as well as the constitution and by-laws of the parish (see below) In their capacity as legal representatives and agents of a parish, vestries must be aware of their ongoing responsibilities and potential liabilities. Vestries and parishes can be held legally liable for any of the following: Accidents and other incidents occurring on parish property or during parish sponsored activities Violation of fiduciary responsibilities especially those relating to finances Violations of contracts, leases or other legal agreements Wrongful termination and other employment practices Discrimination and sexual harassment and misconduct In very rare instances, individual members of vestries may be held personally liable for significant acts of malfeasance or willful misconduct. Because of potential liability, vestries should ensure that the parish has adequate liability as well as directors and officers insurance coverage, including coverage for employment-related actions. These insurance policies can provide coverage for actual claims as well as legal defense. You should speak with your diocesan administrator or insurance carrier to review all of your insurance coverage needs. Support of the rector is another important role for the vestry. This role includes activities such as: setting meetings to engage in open and honest conversation about what is and is not going well in the congregation, paying attention to clergy wellness issues, paying attention to clergy family wellness issues, encouraging clear and direct communication between the congregation, the vestry, and the rector. 2 (See pages 8-12 for National and Diocesan Canons and pages 12-14 for Good Shepherd By- Laws concerning vestries.) 1 Ibid., 9-10 (paraphrased) 2 Episcopal Church Foundation, "The Vestry Resource Guide," 1-80 (New York, New York: The Episcopal Church Foundation, 2007). 11. 2
Job Description for All Vestry Members All vestry members should strive to the best of their abilities to: Have a love of God and demonstrate a commitment to following the way of Christ; Be active in and knowledgeable about the congregation, its programs and governance; Be fair, interact well with people and strive to earn the respect of the members of the congregation; Purposefully strive to check one s ego at the door; Purposefully strive to be a servant of the people without the need to be the most important person in the congregation or the need to be the one with the right answers to everything; Have enthusiasm and vitality for this ministry All vestry members should be able to make the following time commitments: Vestry meetings, committee work; Vestry retreat(s); Weekly worship services (rotating occasionally if more than one); Congregational events: coffee hours, meals, fundraisers, adult education programs, etc.; Diocesan meetings, as necessary; Annual meeting. All vestry members are responsible for: Pledging financial support early in the stewardship campaign; Offering talents to support the congregation s ministry; Praying daily for the rector, leaders and members of the congregation; Being active ministers of the Gospel in daily life and work; Bringing one s whole self to the table; being present mind, body, and spirit; Risking openness with one s ideas, beliefs and desires. Being prepared for all vestry meetings by reading through the minutes of the previous meeting, and all the financial statements ensuring that any questions concerning the financial statements are addressed directly to the treasurer prior to the vestry meeting. 3
Job Description for the Senior Warden In addition to those requirements and responsibilities listed for all vestry members: Time Commitment: Weekly meetings with the rector (junior warden and other staff), if required. Responsibilities: Meet regularly with the rector to review the life and work of the congregation, plan ahead, anticipate and resolve problems, Provide leadership so that the vestry can help implement plans, assess progress and celebrate achievements in line with the vision, mission and goals of the congregation. Provide leadership in the congregation by demonstrating a consistently positive attitude that seeks to solve problems, recognizes accomplishments and gives thanks for those things that build community and further the mission of the Church. Be available to discuss any and all concerns with the rector; maintain confidentiality where appropriate; Be available to discuss any and all concerns with members of the congregations; avoid making hasty judgments; avoid triangles by encouraging complainants to speak to those involved; Foster understanding, forgiveness, and reconciliation, in cases where the rector, staff or vestry is beleaguered or unfairly criticized; Ensure that policies and procedures are in place and enforced regarding employee and volunteer misconduct; take any questions, concerns, and complaints to the rector and/or appropriate authorities immediately; Support the rector in taking action when employees or volunteers are charged with misconduct or inappropriate behavior; Take action to intervene promptly (with others as appropriate) in the event that the rector is charged with misconduct, has problems with drugs or alcohol or is acting inappropriately; speak with the rector and the bishop; Petition the bishop in writing on behalf of the vestry to intervene in cases where conflict imperils the pastoral relationship between the rector and congregation; Encourage the rector to take corrective steps as appropriate in cases where the rector is overworked, disregarding his/her health and well-being, or that of his/her family; Assist in identifying persons for leadership roles and participate in inviting them to serve in those roles; Be prepared to assist the rector or to step in and do what is necessary (make an announcement, turn up the heat, write a letter, etc.); With the rector, announce the bishop s pending visit and prepare a report on the spiritual and temporal state of the congregation to be discussed with the bishop during the bishop s visit; (Title III. Canon 9, Section 5(b) (5)); In the absence of the rector: o Notify the bishop promptly and make provisions for worship services (Title III. Canon 9. Section 6(d)); o Lead the congregation, by ensuring that: the worship services, program and pastoral care needs are met; 4
the selection process for a new rector has begun; employee relations and communications with the diocese are maintained Ensure that the name of the person proposed to be called as rector is submitted to the bishop thirty days before the election is to be held; deliver written notice of the election of a rector to the bishop (Title III. Canon 9, Section 3(a)(2&3); Prepare a Letter of Agreement with the proposed new rector, which outlines mutual responsibilities and is subject to the bishop s approval (Title III. Canon 9, Section 3(a)(4). Accountability: The senior warden is appointed by the rector and accountable to the rector and vestry The senior warden s ministry should be considered as a part of the annual mutual ministry review. Job Description for the Junior Warden In addition to those requirements and responsibilities listed for all vestry members: Time Commitment: Weekly meetings with the rector (senior warden and other staff), if required. Responsibilities: Provide leadership so that the vestry can help implement plans, assess progress and celebrate achievements in line with the vision, mission and goals of the congregation. Provide leadership in the congregation by demonstrating a consistently positive attitude that seeks to solve problems, recognizes accomplishments, and gives thanks for those things that build community and further the mission of the Church. Work closely with the rector and senior warden in providing overall leadership in the congregation. Have an understanding of the property maintenance needs; Have an ability to work with service people and to recruit and motivate members of the congregation to take responsibility for maintenance work; Establish and oversee seasonal maintenance of all equipment (air conditioning, plumbing, kitchen facilities, office machines); Establish and oversee annual safety checks (fire safety, uneven walkways, etc.); Establish and oversee a process for obtaining the services of contractors as needed (3 quotes required for work over $500); Chair or work with the chair of the Buildings and Grounds Committee. Some of the above responsibilities may be delegated among the members of the Buildings and Grounds Committee with the warden providing primary oversight on behalf of the vestry; Accountability: The junior warden is elected and accountable to the rector and vestry The junior warden s ministry should be considered as a part of the annual mutual ministry review. 5
Job Description for the Treasurer In addition to those requirements and responsibilities listed for all vestry members: Time Commitment: Regular meetings with the Parish Administrator and Rector. Monthly generation of accounting reports. Responsibilities: Ensure the proper collection, counting and deposit of all contributions to the congregation; ensuring that at least two persons are present at all times during collection and counting; Ensure that bills are paid in a timely fashion; Work with any designated committee to make certain that adequate insurance is maintained on all real and tangible property; Determine that the books and accounts of the congregation are kept in accordance with standard accounting procedures and the requirements of the canons; Ensure that the congregation s financial operations are in accordance with the Episcopal Church and diocesan canons, the congregation s by-laws and state and federal laws; Ensure that the congregation s deeds and other instruments of ownership are secure, and maintained in the manner prescribed by canon and civil law; Ensure that anyone serving as custodian of any congregational or organizational funds over $500 is bonded by a professional bonding insurer; Meet regularly with the rector, wardens, and/or staff for planning and evaluation; Develop and serve on the Finance Committee; Assist in the development of budgets; Be available to consult with other committees that might need help in planning budgets or other assistance in financial matters; Submit a monthly financial report to the vestry and an annual financial report to the congregation; Make appropriate contributions to the diocesan parochial report. Accountability: The treasurer is elected annually by the vestry and is accountable to the rector and vestry. The treasurer may or may not be a member of the vestry The treasurer s ministry should be considered as a part of the annual mutual ministry review. 6
Job Description for the Clerk In addition to those requirements and responsibilities listed for all vestry members: Time Commitment: Distribution of agenda and minutes from previous meetings; Maintain roster of members and contact information; Other duties as deemed necessary by the rector and senior warden. Responsibilities: Take notes during vestry meetings and, afterward, prepare and distribute minutes; Maintain a file of all vestry meeting minutes; If asked, take minutes for the annual parish meeting; Prepare, date, sign and maintain documents as required. Accountability: The clerk is elected annually by the vestry; The clerk is accountable to the rector and vestry; The clerk s ministry should be considered as a part of the annual mutual ministry review. 7
National Canons of the Episcopal Church: Title I 8
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Diocesan Canons Diocese of Central Florida Canon XVII Wardens, Vestry and Electors Section 1. In every Parish in this Diocese there shall be an annual election to fill the expired terms of members of the Vestry by ballot within 60 days before or on the 31st day of January, the actual date to be set by the Rector with the approval of the Vestry. The Vestry shall consist of no fewer than five as may be fixed by the Parish Articles of Incorporation or Bylaws, and who shall continue in office until their successors are elected and qualified. Such election shall be conducted as provided in the Bylaws of the Parish. From the Vestry, one shall be appointed Senior Warden by the Rector and one shall be designated and elected by the Vestry to serve as Junior Warden, each to serve a term of one year. Nothing herein contained shall prevent a Parish from establishing terms of office of more than one year, provided the term of one or more members of the Vestry shall expire each year. Section 2. The Rector, or the Vestry by vote of at least a majority of its members, may call a Special Meeting of the members of the corporation upon notice of at least 30 days. The manner and form of notice shall be subject to the approval of the Ecclesiastical Authority and the Ecclesiastical Authority may shorten the time of notice to no less than 10 days. Such notice shall state the matters to be considered at such meeting in appropriate detail. Only those matters set forth may be considered at the Special Meeting. Section 3. Only communicant members of a Parish who are l6 years of age and over, whose names are duly enrolled as such in the register of the said Parish, and who for the previous year have been faithful in corporate worship, unless for good cause prevented, and have been faithful in working, praying and giving for the spread of the Kingdom of God, are to be entitled to vote on all matters coming before the Parish for a vote including the election of Vestry members. The vote of no person shall be questioned unless his or her right to vote shall be first challenged by a qualified elector. In the event of such challenge, the right of such person to vote shall be passed upon by a Committee of three appointed by the Rector (or in the event there shall be no Rector, then by the Senior Warden), and the findings of such Committee shall be final and binding. Section 4. A person shall be eligible to serve as a Warden or member of the Vestry who is entitled to vote on matters coming before the Parish or Mission, at least 18 years of age, and a confirmed communicant in good standing. No person employed or engaged by the Parish or Mission, nor the spouse or immediate family member of any person employed or engaged by the Parish or Mission, except for the Rector or Vicar, shall be eligible to serve as a member of the Vestry. Section 5. It shall be the duty of the Wardens to protect the church property and to see that all things needed for the orderly worship of God and for the administration of the sacraments and ordinances of the church be provided. The Rector shall preside at all meetings of the Vestry. In the absence of the Rector, or at the Rector's request, the Senior Warden shall preside at the meetings of the Vestry. In the absence of both, the Junior Warden shall preside. The person presiding at a meeting of the Vestry may appoint another to preside at that meeting. 10
Section 6. It shall be the duty of the Vestry to take charge of the property of the church and keep the same fully insured, to prepare a budget providing for the necessary requirements and expenditures of the Parish, to regulate all temporal concerns, to elect and with the approval of the Ecclesiastical Authority, call a Rector, to provide for the Rector's maintenance, to keep order in the church during the celebration of divine worship, and in general to act as helpers to the Rector in whatever is appropriate to lay persons for the furtherance of the welfare of the church; it being understood always that the spiritual concerns of the Parish are under the exclusive direction of the Rector, in subordination to the Ecclesiastical Authority, and Constitution and Canons of the Diocese. Section 7. The Vestry shall annually elect a Secretary, whose duty it shall be to take and record the minutes of their proceedings, attest the public acts of the Vestry, preserve all records and papers belonging to the Parish, perform such other duties as shall be legally assigned and faithfully deliver into the hands of the successor all books and documents of the Parish. The Vestry shall also annually elect a Treasurer to perform the duties incumbent upon that office, who shall be bonded in a suitable amount. The books and accounts shall be audited annually and at any other time the Vestry may direct. The offices of Secretary and Treasurer may both be held by the same person. Neither the Secretary nor the Treasurer need be a member of the Vestry. Section 8. Meetings of the Vestry shall be held annually, to receive reports of officers and committees, pass on the same, and turn over the affairs of the Parish to the newly elected Vestry. Other meetings of the Vestry may be provided for at regular times or called by the Rector, or, in the Rector's absence by the Senior Warden, or at the request of two members of the Vestry. The Ecclesiastical Authority has the discretion to call a meeting of the Vestry of any Parish and preside at such meeting. Section 9. All lay officers of a Parish shall hold their respective offices until the election and qualification of their successors or until removed in accordance with Section 9 below. Section 10. A Vestry Member may be removed from office pursuant to the following: (a) By the members of the Parish (i) Any member of the Vestry may be removed from office with or without cause by the vote or agreement in writing by a majority of all persons entitled to vote as determined under Section 2 of this Canon. (ii) The notice of a meeting of the members to recall a member or members of the Vestry shall state the purpose of the meeting and the specific Vestry members sought to be removed. (iii) A proposed removal of a Vestry member at a meeting shall require a separate vote for each Vestry member sought to be removed. Where removal is sought by written agreement, a separate agreement is required for each Vestry member to be removed. (iv) If removal is effected at a meeting, any vacancies created thereby shall be filled by the members at the same meeting. (b) By the Vestry, Rector, and Ecclesiastical Authority 11
(c) (d) (i) Any member of the Vestry may be removed from office upon the vote of that number of Vestry members constituting two-thirds (2/3 s) of the number of Vestry members established in the Bylaws of the Parish with the consent of the Rector and the consent of the Ecclesiastical Authority. A Vestry member who is removed from the Vestry shall not be eligible to stand for reelection until the next annual meeting of the members. Any Vestry member removed from office shall turn over to the Vestry within 72 hours any and all records of the Vestry in his/her possession. Section 11. Should a vacancy occur on the Vestry during the year, the Rector shall appoint a successor with the consent of a majority of the remaining members of the Vestry, such appointee to serve until the next Annual Meeting. Section 12. In the event that the Rector or Vicar of a Congregation is removed or suspended, the Ecclesiastical Authority may suspend Vestry elections, may fill vacancies on the Vestry, and may appoint a Senior Warden for the Parish until, in the Ecclesiastical Authority's discretion, such actions are no longer necessary. By Laws of The Episcopal Church of the Good Shepherd, Maitland, Florida Article V: Vestry Section1. Members There shall be nine elected members of the Vestry; the Rector shall be a non-elected member. At each Annual Meeting, one-third of the members of the Vestry shall be elected to serve a term of three years. Any member of the Vestry completing service for a full term shall not be eligible to serve on the Vestry until one year or more has elapsed since such member has served on the Vestry. Section 2. Qualifications A person shall be eligible to serve as a member of the Vestry who is a qualified elector in the Church of the Good Shepherd, at least 18 years of age, and an adult confirmed communicant in good standing. Section 3. Selection of Vestry Members Three months prior to the Annual Meeting, the Vestry shall begin the process of selecting candidates to replace those whose terms expire as of the date of the Annual Meeting. The Rector and Treasurer shall establish a list of possible candidates who are eligible in accordance with Canon XVII, Sections 2 and 3 of Canons of the Diocese of Central Florida, as amended Jan. 20, 2000. Additional nominations may be made from the floor at the Annual Meeting. The Vestry shall then obtain commitments from those candidates on the list who are willing to be considered for nomination. Those willing to serve shall comprise the slate. Those selected will take office at the Organization Meeting of the Vestry and shall be installed at a regular Church service at a time appointed by the Rector. 12
Section 4. Vacancies Should a vacancy occur on the Vestry during the year, the Rector shall appoint a successor with the consent of a majority of the remaining members of the Vestry such appointee to serve until the next Annual Meeting. Section 5. Attendance If a member of the Vestry is absent for three consecutive meetings or has missed six meetings in the past 12 months, the Vestry shall appoint an Ad Hoc Committee to meet with the member and determine his or her ability to continue as an effective Vestry person. Prior to talking with the Vestry person, the Committee shall consult with the Rector. The Committee shall report its recommendations at the next meeting. Section 6. Removal of Vestry Members A Vestry Member may be removed from office pursuant to the following. a) By the members of the Parish I. Any member of the Vestry may be removed from office with or without cause by the vote or agreement in writing by a majority of all persons entitled to vote as determined under Section 2. Article IV. II. The notice of a meeting of the members to recall a member of the Vestry shall state the purpose of the meeting and the specific Vestry members sought to be removed. III. A proposed removal of a Vestry member at a meeting shall require a separate vote for each Vestry member sought to be removed. When removal is sought by written agreement a separate agreement is required or each Vestry member to be removed. IV. If removal is effected at a meeting, any vacancies created thereby shall be filled by the members at the same meeting. b) By the Vestry, Rector, and Ecclesiastical Authority I. Any member of the Vestry may be removed from office upon the vote of that number of Vestry members constituting two-thirds (2/3) of the number of Vestry members established in the Bylaws of the Parish with the consent of the Rector and the consent of the Ecclesiastical Authority. c) A Vestry member who is removed from the Vestry shall not be eligible to stand for reelection until the next annual meeting of the members. d) Any Vestry member removed from office shall turn over to the Vestry within 72 hours any and all records of the Vestry in his/her possession. Article VI: Officers Section 1. President The Rector shall be ex-officio president of the Vestry and shall have the right to vote at all times. Section 2. Wardens At the Organizational Meeting of the Vestry following the Annual Meeting of the Church, the Rector shall appoint one member of the Vestry to serve as Senior Warden. The Vestry shall elect one member of the Vestry to serve as the Junior Warden. Section 3. Secretary and Treasurer The Vestry at the Organizational Meeting following the Annual Meeting of the church shall elect from the Church s membership a Secretary and a Treasurer. Assistant Secretaries and Assistant Treasurers may be appointed by the Vestry. 13
Article VII: Duties of Officers Section 1. Rector The Rector shall preside at all meetings of the Vestry, except that in his absence the Senior Warden may preside, and in the absence of both the Rector and the Senior Warden, the Junior Warden may preside. Section 2. Wardens It shall be the duty of the Wardens to see that all things needed for the orderly worship of God and for the administration of the Sacraments and Ordinance of the church are provided, and to assume such other duties as requested by the Rector. Section 3. Secretary It shall be the duty of the Secretary to record the minutes of the meetings, to attest the public acts of the vestry, to preserve all records and papers belonging to the Parish, and to perform such other duties as shall be assigned to him/her, and to faithfully deliver to the successor all books and documents of the Parish that may be his/her possession. Section 4. Treasurer The Treasurer, or his/her designee, shall perform the duties usually incumbent on that office, shall make monthly reports of the accounts of the Church, and shall regularly deposit all monies of the church in a bank designated by the Vestry. The books and accounts of the Treasurer shall be audited annually and at any other time the Vestry may direct. Section 5. Vestry Members All members of the Vestry shall assume such duties as requested by the Rector and the Wardens, and shall make regular reports of their activities at the meetings of the Vestry. Article VIII: Vestry Meetings Section 1. Organization Meeting The Organizational Meeting of the Vestry shall be held as soon as possible following the Annual Meeting of the Parish. Section 2. Regular Meetings Regular meetings of the Vestry shall be held at all times and dates agreed on by the Rector and Vestry. Section 3. Special Meetings Special meetings may be held on the call of the Rector, or in the absence of the Rector, by the Senior Warden; or at the request of two or more members of the Vestry. Such meetings must be announced in writing at least five days before the meeting date. Emergency meetings may be called by the Rector or by two members of the Vestry on 24 hours oral notice to all members. The Bishop has the discretion to call a meeting of the Vestry and preside at such meeting. Section 4. Quorum A quorum for the conduct of official business shall consist of a majority of the members of the Vestry. 14