BYLAWS
OF
ST. JOHN’S CATHOLICCHURCH OF ANTIOCH
ARTICLE 1 – BOARD OF DIRECTORS
SECTION 1. General Powers. The business affairs of the corporation shall be managed by a Parish Councilwhich shall constitute its Board of Directors. Because of our be belief that the Holy Spirit works best when there is dialogue between the laity and clergy, the laity constitute the Parish Council and are the governing voice of the parish with assistance from the Pastor, when requested by the lay directors.
SECTION 2. Specific Powers and Authority. Financial authority and the care of the possessions of the church are the primary responsibilities of the Parish Council. The pastor retains authority with respect to issues of theology, spirituality, liturgy, and supervision over all other clergy.
SECTION 3. Number, Tenure and Qualifications. The number of members of the Parish Council shall at all times be not less than three (3) in number. Each council member shall hold office until his or her successor shall have been elected and affirmed at the annual meeting of the parish membership. Each council member shall support the mission statement set forth in the Articles of Incorporation of St. John’s Catholic Church of Antioch.
SECTION 4. Meetings. Regular meetings of the Parish Council shall take place monthly at a time and date to be determined by the Parish Council. Special meetings of the Parish Council may be called by or at the request of the President, the Vice-President, or any two directors.
SECTION 5. Notice. Notice of any special meeting shall be given at least two days previously thereto. The notice should include a summary of the reason for this special meeting.
SECTION 6. Quorum and Manner of Acting. All major decisions of the corporation shall be made through those members of the Parish Council present at any regular or specially called meeting in accordance with the Quaker model which seeks a firm unity of conviction through the presence and wisdom of Christ. A quorum shall be deemed present if the person or persons who shall have called the meeting shall state that proper notice was given to any missing directors and if two-thirds (2/3) of the members of the Parish Council shall be present. Proxies shall be permitted.
SECTION 7. Vacancies. Any vacancy occurring on the Parish Council prior to the annual meeting of the Parish membership will be filled by the remaining Parish Council members. A Parish Council member elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
SECTION 8. Compensation. Parish Council members shall not receive compensation for their services as such, but the Parish Council may authorize reimbursement for expenses incurred by members in connection with the performance of their duties. The Parish Council may authorize compensation for officers, volunteers or independent contractors who perform substantial services at the direction of the Parish Council.
ARTICLE II. OFFICERS
SECTION 1. Number. The officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer, each of whom shall be elected by the Parish Council. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Parish Council. Two offices may be held by the same person except the offices of President and Secretary.
SECTION 2. Election and Term of Office. The officers of the corporation are to be elected annually by the Parish Council at its first monthly meeting following the annual meeting of the parish membership.
SECTION 3. Removal. Any officer or agent elected or appointed by the Parish Council may be removed by the Parish Council whenever, in its judgment, the best interests of the corporation would be served thereby; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, will be filled by the Parish Council for the unexpired portion of the term.
SECTION 5. The President. The President shall be the principal executive officer of the corporation. Subject to the direction of the Parish Council, the President shall supervise and control all of the business affairs of the corporation; and shall sign any deeds, mortgages, bonds, contracts, or other instruments which the Parish Council has authorized to be executed, along with such other officer as shall be designated by the Parish Council; and shall perform any further and additional duties incident to the office of President as prescribed by the Parish Council.
SECTION 6. The Vice-President. In the absence of the President or in the event of the President’s death, inability, or refusal to act, the Vice-President shall perform the duties of the President. In addition, the Vice-President shall perform any other duties as may be assigned by the President of the Parish Council.
SECTION 7. The Secretary. The Secretary shall: (a) keep minutes of Parish Council meetings in books provided for that purpose, (b) see that all notices are duly given in accordance with the provisions of these bylaws or as may be required by law, (c) serve as custodian of the corporate records and seal of the corporation, (d) see that the seal of the corporation is affixed to all documents for which such seal and the signature of the corporate secretary may be required by law, and (e) such other duties as may be assigned to the Secretary by the President or by the Parish Council.
SECTION 8. The Treasurer. The Treasurer shall: (a) have charge and be custodian of all funds and securities of the corporation, (b) receive and account for monies contributed to the corporation from any source whatsoever, (c) deposit all such monies in the name of the corporation at such banks or other depositories as selected by the Parish Council, (d) oversee or keep correct and complete books and records of accounts, (e) provide any information the Finance Committee shall request, and (f) perform other and further duties as shall be assigned by the Parish Council.
SECTION 9. Salaries. Any salaries of the officers shall be fixed from time to time by the Parish Council. No officer shall be prevented from receiving a salary by reason of the fact that such person is also a Parish Council member.
ARTICLE III. COMMITTEES
SECTION 1. Finance Committee. The Finance Committee shall consist of at least one member of the Parish Council with the Treasurer acting as Chair. The number of members may be changed from time to time by the Parish Council. This committee shall determine the adequacy of internal controls and financial reporting. It shall advise the Parish Council concerning the church’s contributions and other income, the investment of its funds, and other financial matters. The findings and recommendations of the Finance Committee, based on an actual inspection and review of financial records, shall be submitted to the Parish Council monthly and at the annual meeting of the parish membership.
SECTION 2. Communications Committee. The Parish Council may appoint a Communications Committee consisting of at least one Parish Council member. Its number may be changed from time to time by the Parish Council. Such committee shall be responsible for insuring that members of the parish are regularly informed of activities and programs of the Parish Council. In the absence of the creation of a Communications Committee, the Parish Council may designate one of its members to fulfill this role.
SECTION 3. Miscellaneous Committees. The Parish Council may, from time to time by resolution, constitute such other committees of Parish Council officers, members, or parish members, with such functions, powers, and duties as the Parish Council shall determine.
ARTICLE IV. MEMBERSHIP
The Parish Council is authorized to determine the need and qualifications for membership.
ARTICLE V. MISCELLANEOUS PROVISIONS
SECTION 1. Relationship with the Catholic Apostolic Church of Antioch. This corporation is intended to be affiliated with and exist as a recognized parish established by the Spiritual Principles and Mission Statement of the Catholic Apostolic Church of Antioch. As such, it shall act exclusively as a religious, charitable, and educational organization within the meaning of Section 501(c)(3) of the Internal Revenue Code.
SECTION 2. Contracts. The Parish Council may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and behalf of the corporation, and such authority may be general or confined to specific instances.
SECTION 3. Loans. No loans shall be contracted on behalf of the corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Parish Council. Such authority may be general or confined to specific instances.
SECTION 4. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer, officers, agent or agents of the corporation and in such a manner as shall be determined by resolution of the Parish Council.
SECTION 5. Deposits. All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the Parish Council may select.
SECTION 6. Gifts. The Parish Council may accept, on behalf of the corporation, any contribution, gift, bequest, or devise for its general purposes or for the special purpose of the corporation.
SECTION 7. Prohibited Loans to Directors and Officers. Except as may be appropriate under the following indemnification bylaw section, no loan shall be made by this corporation to a Parish Council officer or member.
SECTION 8. Indemnification of Parish Council Members, Officers, and Other Agents. This corporation shall have the power to indemnify every Parish Council officer, member, employee, or other agents of the corporation against all expenses and liability, including counsel fees, reasonably incurred by or imposed upon such person in connection with any action as Parish Council officer, member, employee, or agent of the corporation, whether or not such person is a Parish Council officer, member, employee, or agent of the corporation at the time such expenses are incurred excepting however, such cases wherein the Parish Council officer, member, employee, or agent is adjudged guilty of willful misfeasance of malfeasance in performance of their duties, providing furtherthat, in the event of a negotiated settlement, the indemnification herein shall apply only when the Parish Council approves such settlement as being in the best interests of the corporation. The foregoing right of indemnification shall be in the addition to and not exclusive of all other rights to which such person may be entitled. The corporation shall have the power to purchase insurance for any or all of its Parish Council officers, members, employees, or agents against any liability asserted against or incurred by such person in such capacity or arising out of the status of a Parish Council officer, member, employee, or agent.
SECTION 9. Books and Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Parish Council and committees having any of the authority of the Parish Council. All books and records of the corporation may be inspected by any Parish Council officer, member, or committee member, or by such person’s agent or attorney for any proper purpose at any reasonable time.
ARTICLE VI. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January and end on the thirty-first day of December of each year, unless some other fiscal year is designated by the Parish Council.
ARTICLE VII. POLICIES AND PROCEDURES
The Parish Council may adopt and publish policies and procedures as one or more documents separate and apart from these bylaws, which policy and procedure documents shall be deemed amendable at any time and in any manner without an amendment to these bylaws.
ARTICLE VIII. AMENDMENTS
These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the Parish Council at any regular or special meeting of the Parish Council, subject, however, to the requirements of New Mexico law as may require the filing of amendments to these bylaws.
CERTIFICATION
We, President, Secretary, and Pastor, and Members at Large, respectively, of St. John’s Catholic Church of Antioch, do hereby certify that the foregoing bylaws were adopted by a vote of Parish Council at a meeting on the ______day of ______, 20___; that said bylaws have not been amended since that time; and that said bylaws as stated are current and in effect as of the date of this certification.
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President
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Secretary
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Pastor
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Member at Large
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Member at Large
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Member at Large
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