"A Welcoming Community of Faith Rooted in
the Catholic Tradition"
By Laws
Independent Evangelical Catholic Church in America1999
Preamble
Whereas, together and in union with His Excellency, the Presiding Bishop of the Independent Evangelical Catholic Church AKA: The Evangelical Catholic Church, the Dioceses of the Northwest, Northeast, Southeast, Southwest and Ireland and their Bishops, clergy, religious and laity accepted and pledged their obedience to the mission of this Church. His Excellency, The Presiding Bishop, who concurrently serves as The Bishop of the Diocese of the Northwest, on behalf of the abovementioned, submitted application to the State of Illinois to establish a Not For Profit Corporation organized under the State of Illinois on the 1st day of July 1999.
Whereas, His Excellency, the Presiding Bishop has been advised and has thus determined that it would be in the best interest of the corporate Local See and Denomination to seek and obtain tax exempt status pursuant to Section 501(c)3 of Title 26 of the United States Code, and
Whereas, His Excellency, the Presiding Bishop has determined that in conjunction with a set of by-laws to assist in the orderly pastoral governance of the temporal affairs of the Church and each of its dioceses, that it will able with the Canon Laws of the Church regarding the governing of the affairs of the Church and each of its dioceses and that the Canon will be supreme law of the entire Church corporate with the provision that nothing in these by-laws or the Canon Law shall be enacted to empower the Church and each of its dioceses to take any act inconsistent with the requirements for maintaining the tax exempt status of the Diocese pursuant to Section 501(c)3 of Title 26 of the United States Code, and
Whereas, said Church and its dioceses are organized exclusively for charitable, religious, and educational purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section501(cX3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, and
Whereas, no part of the net earnings of the Church corporate shall inure to the benefits of, or be distributed to its members, officers, or private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purposes set forth in these By-Laws, the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Church corporate shall not participate in, or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these By-Laws, the Canon Law, or the Articles of Incorporation, the Church corporate shall not carry on any other activities not permitted to be carried on (A) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (B) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future tax code. Notwithstanding any other provision of these By-Laws, the Canon Law, or the Articles of Incorporation, the Church corporate shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the Diocese which are stated in the Articles of Incorporation, anything to the contrary, notwithstanding.
Article 1: Offices
The principle office of the corporation in the State of Illinois shall be located in the City of Chicago, Illinois. The corporation may have such offices, either within or outside of the State of Illinois, as the House of Bishops may determine or as the affairs of the Diocese may require from time to time.
The corporation shall have and continuously maintain in the State of Illinois a registered office, and a registered agent whose office is identical, are required by the laws and rules of the State of Illinois.
Article 2: Members
Section 1: Classes of Members:
The corporation shall have three (3) classes of membership. The designation of such class and the qualification and rights of the members shall be as follows: persons exercising religious faith and/or office within the Church as determined by the House of Bishops in conformity with Canon Law of the Independent Evangelical Catholic Church as referred to herein below. More specifically, the three classes of membership and the appurtenant rights and privileges are as follows:
Section 1.0: Description of Classes of Members
Section 1.01 (A): Members of the Episcopacy
Any member who is duly ordained and consecrated to the Episcopal rank shall be a First Class Member who shall be entitled to the seat of authority for the Diocese. Said position shall entitle said member to vote on any issue properly before the Board of Directors.
Section 1.01(B): Members who are Clergy
Any member who is duly ordained, received or regularized into any of the Holy Orders stated within the Canon of the Denomination shall be a Second Class Member. Said membership shall entitle the member to a seat in the House of Clerics in accordance with the Canon Law of the Denomination. Said position shall entitle the member to vote on any issue to properly come before the House of Clerics. Said position shall also entitle the member to make motions to the House of Clerics, the House of Laity, or the Bishop for due consideration by either body.
Section 1.01(C): Members who are Professed Religious
Any member who is duly ordained, received or regularized into the Church as a professed member of a Canonically recognized Religious Society or Order shall also be a Second Class Member. Said membership shall entitle the member to a seat in the House of Clerics in accordance with the Canon Law of the Denomination. Said position shall entitle the member to vote on any issue to properly come before the House of Clerics. Said position shall also entitle the member to make motions to the House of Clerics, the House of Laity, or the Bishop for due consideration by either body.
Section 1.01(D): Members who are not Clergy
Any member who is duly received into the Denomination by baptism, confirmation or otherwise within the purview of the Canon Law and who is not otherwise a member of member of the Episcopacy or Clergy of the Denomination is considered a lay person. Any lay person that is a member shall hold Third Class Membership for purposes of these By-Laws. Said membership shall entitle the lay person to a vote on any issue to properly come before the House of Laity. Said membership shall also entitle the member to make motions to the House of Laity, House of Clerics or to the Bishop, for due consideration by that body.
Section 2: Election of Members
Membership is open to all persons wishing to exercise tenants of religious faith as prescribed by the Canon Law and who meet the requirements set forth within the Canon of the Denomination.
Section 3: Voting Rights
Each member shall be entitled to vote according to class. As within each class, each member of that class shall be entitled to one vote on each matter submitted to a vote by the members of that class in that particular body corporate; furthermore, let it be clear that a member of a class cannot, under any circumstances, exercise a right to vote on any issue in the body of any other class.
Section 4: Termination of Membership
Any member from any class may terminate their membership at any time by stating their intention in written form.
Section 5: Resignation
Any member may resign by filling a written resignation with the Bishop.
Article 3: Meetings of Members
Section 1: Annual Meeting
Each house of membership shall meet annually for the purpose of electing officers and conducting other business to properly come before that body. Specifically, however, an annual meeting of the Bishop, House of Clerics and House of Laity shall be mandatory under these By-Laws and shall be held on or near the First Weekend of the Month of May in each year beginning with the year 1996, at the hour of 10:00 AM, for the purpose of the transaction of such business as may come before the meeting.
Section 2: Place of Meeting
His Excellency, the Presiding Bishop and the Board of Directors may designate any place either within or outside of the State of Illinois. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be at the registered office of the corporation in the State of Illinois.
Section 3: Notice of Meeting
Written notice stating the place, day and hour of any meeting of any class of membership shall be delivered, either personally or by mail, to each member entitled to a vote at such meeting, not less than ten nor more than fifty days before the date of such meeting, by or at the direction of His Excellency, the Bishop of the Diocese of the Northwest if a meeting of the House of Clerics, or by the direction of the of the Secretary of the House of Clerics or House of Laity, depending on which body is calling the meeting. In case of a special meeting or when required by statute or by these by-laws, the purposes or purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States Mails, with sufficient postage thereon prepaid, first class, addressed to the member at his or her address as it appears on the records of the corporation.
Section 4: Informal Action by Members
Any action required by law to be taken at a meeting of the first class membership, or any action which may be taken at a meeting of any first class membership, may be taken without a meeting if consent to such is made in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
Section 5: Quorum
The members holding fifty-one percent (51%) of the votes which may be cast at any meeting of any class of membership shall constitute a quorum at such meeting. If a quorum is not present at any meeting of any class of membership, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 6: Proxies
At any meeting of any class of membership, any member who is entitled to vote may vote by proxy executed in writing by the member or by his or her authorized attorney-in-fact.
Article 4: Legislative and Advisory Bodies Within the Diocese
Section 1: Definitions
Bishop as referred to in these by-laws means any member of the denomination who has been duly consecrated to the office of Bishop or auxiliary bishop within the Independent Evangelical Catholic Church, Inc. It is to be used synonymously with the words Episcopate or Episcopacy
Clergy as used herein means any member who has been duly ordained as a secular or religious deacon or as a secular or religious priest. Any member who is clergy shall be a second class member for purposes of these by-laws and is therefore entitled to a seat within the House of Clerics
Denomination as used in these by-laws refers to the Independent Evangelical Catholic Church, Inc. and the body corporate which is made up of members, clergy and lay. It is to be used synonymously with the words Church, Denomination or Diocese.
House of Bishops as referred to herein is the same as a Board of Directors for a corporation. The two terms are used interchangeable herein.
The House of Clerics is a quasi-legislative body made up solely of second class members who are clerics.
The House of Laity is a quasi-legislative body made up solely of third class members who are lay persons.
Section 2: The House of Bishops
The House of Bishops for the Church corporate is the chief legislative authority for the Church corporate and shall exercise ultimate plenary power over all affairs of the Church corporate, both legislative and judicial, unless same has been delegated to a duly created and authorized committee, legislative or judicial body with the diocese. The duly appointed and installed bishop of the diocese shall serve as presiding officer over its affairs. Said bishop shall bear the title of Bishop Ordinary and Corporate Sole of their See and shall be vested with all the authority and privilege of a President of the Corporation and as head of the diocese, shall be the chief executive officer.
The membership of the House of Bishops for the Diocese of the Northwest shall be made up of First Class Members only which are those who are duly consecrated Episcopates within the Denomination.
Nothing in these by-laws is meant to empower the House of Bishops for the Diocese of the Northwest to act contrary to the Canon Law of the Denomination.
Section 3: The House of Clerics
The House of Clerics, as mentioned above, shall be made up of Second Class Members. The House of Clerics is vested with quasi-legislative power and may create its own committees and subcommittees in order to conduct its business and for the promulgation of various resolutions or motions to be put before the House of Bishops of Church corporate. The House of Clerics is only vested with the power to make recommendations to the House of Bishops of the Church corporate on any matter concerning it in the form of a duly authorized resolution. It has no legislative authority of its own right unless such authority is specifically granted to it by express act of the House of Bishops.
Section 4: The House of Laity
The House of Laity, as mentioned above, is comprised of Third Class Members. This House is vested with quasi-legislative power and may create its own committees and subcommittees in order to conduct its business and for the promulgation of various resolutions or motions to be put before the House of Bishops for the Diocese of the Northwest. The House of Laity is vested with the power to make recommendations in the form of resolutions. It otherwise has no legislative authority of its own right unless such authority is specifically granted to it by express act of the House of Bishops for the Church corporate.
Section 5: Offices Within the Houses of Clerics and Laity
Each house shall select from within its membership a Chairperson, Recording Secretary and Parliamentarian. The Chair of each House shall act as its presiding officer and shall be its spokesperson before any other House, including before the House of Bishops for the Church Corporate, if so called upon to speak. The Recording Secretary shall keep minutes of each meeting of that House and otherwise assist the President in his or her duties and shall act in the name, place and stead of the Chair should he or she be unable to attend a meeting of that House. The Parliamentarian of the Houses of Clerics and Laity shall become familiar with Robert’s Rules of Order and shall assist the Chairor other presiding officers with the orderly conduct of meetings of that House.
Article 5: House of Bishops / Board of Directors
Section 1: General Powers
The sacred as well as the secular affairs of the corporation shall be managed by the House of Bishops for the Church corporate.
They must be:
duly ordained, consecrated or incardinated Episcopates according to the Canon Law of the Independent Evangelical Catholic Church.
First Class Members of the Diocese of the Northwest. Anyone meeting the requirements set forth above is vested with membership with the House of Bishops for the Church corporate. The House of Bishops for the Church corporate is empowered under this section to take any action it deems appropriate to the management and welfare of the Church corporate not inconsistent with the Articles of Incorporation, the Canon Law of the Church or the express purposes contained in the Preamble of these By-Laws.
Under no circumstances, however, may the House of Bishops or any officer of this corporation authorize or allow any action on behalf of the corporation which is inconsistent with the purposes duly set forth in the Preamble of these By-Laws. Any such act inconsistent to the requirements for maintaining tax exempt status under section 501(c) (3) of the Internal Revenue Code, or equivalent future federal tax code, is specifically prohibited and shall be deemed an act ultra vires, to be promptly nullified by express act of the House of Bishops for the Diocese of the Northwest, with a specific and express decree nullifying said act, entered nunc pro tunc, anything to the contrary notwithstanding.
Section 2: Number, Tenure and Qualifications
The number of the members within the House of Bishops for the Church corporate shall be equal to the number of installed bishops within the Church corporate who are first Class Members. Each Bishop/Director shall hold his or her office for so long as he or she is a active bishop and First Class Member of the Diocese of the Northwest
Section 3: Regular Meetings
The House of Bishop for the Church corporate shall hold a regular meeting at each Conference or according to Article III, Section 1 of these by-laws. The House of Bishops for the Church corporate may provide by resolution the time and place, either within or outside of the State of Illinois, for the holding of additional regular meetings of the Board without other notices than such resolution.
Section 4: Special Meetings
Special meetings of the House of Bishops for Church corporate may be called by His Excellency the Presiding Bishop. Such special meetings of the Board may take place either within or outside of the State of Illinois.
Section 5: Notice
Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally or sent by mail, telegram or e-mail to each Member / Director at their address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If e-mailed, such notice shall be deemed to be delivered when the carrier confirms that such e-mail has been delivered. The attendance of a Member / Director shall constitute a waiver of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting, unless specifically required by law or by these by-laws.
Section 6: Quorum
A quorum within the House of Bishops for the Church corporate shall require at one half (50%) of the votes entitled to be cast at said meeting. If a quorum is not present at any meeting of any class of membership, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 7: Manner of Acting
A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by the Canon Law, these By-Laws or by statue.
Section 8: Vacancies
The number of positions within the House of Bishops of the Church corporate shall depend on the number of Bishops / First Class Members within the Diocese. If, however, a diocesan ordinary who is a First Class Member is unable to attend a meeting of the House of Bishops of the Church corporate, said ordinary may appoint his or her Vicar General to attend the meeting in his name, place and stead, so long is said appointment is in writing. A representative's authority shall be confined strictly to the issues listed on the letter of appointment.
Article 6: Officers
Section 1: Officers
The officers of the corporation shall be the Presiding Bishop (President, CEO), Auxiliary Bishop or Vicar General (Vice President), a Secretary, Treasurer and any such offices as may be determined and elected by the House of Bishops for the Church corporate / Board of Directors in accordance with the Canon Law of the Denomination and these by-laws.
Section 2: Elections and Term of Office
The officers of the corporation / denomination / House of Bishops for the Church corporate / Board of Directors shall be elected annually at its regularly scheduled annual meeting.
If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New officers may be created and filled at any meeting of the House of Bishops for the Church corporate Each officer shall hold office until his or her successor shall have been duly elected and shall have been qualified.
Section 3: Removal
Any officer elected or appointed by the House of Bishops for the Church corporate may be removed by the same House whenever in its judgment the best interests of the diocese would be served thereby, but such removal shall be without prejudice to that person’s membership unless, by separate act, that person’s membership is suspended or extinguished with regard to due process as indicated within the Canon Law of the Church or these by-laws.
Section 4: Vacancies
A vacancy that occurs outside of the House of Bishops for the Church corporate, because of death, resignation, removal, disqualification or otherwise, may be filled by the House of Bishops for the Diocese for the unexpired portion of the term.
Section 5: Presiding Bishop / President
The sitting Presiding Bishop for the Church corporate shall in all ways act as the president of the corporation and be its principal CEO and in such capacity, the Presiding Bishop shall in general supervise and control all of the business and affairs of the corporation. He or she shall preside at all meetings of the House of Bishops, and he or she may sign, with any proper officer of the corporation, any deeds, mortgages, bonds, contracts or other instruments which the House of Bishops of the Diocese has authorized and executed, except in cases where the signing and execution thereof shall expressly delegated by the House of Bishops of the Church corporate or by these by-laws, statute or Canon Law to some other officer or agent of the corporation; and in general he or she shall perform all duties incident to the office of the Bishop of the Diocese of the Northwest and such other duties as may be prescribed by the House of Bishops for the Diocese from time to time.
Section 6: Diocesan Bishops / Vicar Generals (Vice-Presidents)
In the absence of the Presiding Bishop or in the event of his or her incapacitation or inability to function, the senior Diocesan Bishop within the House of Bishops shall perform the duties of the Presiding Bishop, until a successor can be named by the House of Bishops of the denomination. When so acting, the senior bishop shall have all of the powers of and be subject to all the restrictions by faculties granted by the Presiding Bishop of the denomination.
Section 7: Treasurer
If required by the House of Bishops, the Treasure shall give bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the House of Bishops for the Church corporate shall determine.
This office may be filled by a member of any class of membership within the Church corporate. He or she shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the diocese from any source whatsoever, and deposit all such monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the Evangelical Catholic Church in such banks, trust companies or other depositories as shall be selected in accordance with these by-laws; and in general shall perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the Presiding Bishop.
Section 8: Secretary
The Secretary shall keep the minutes of the meetings of the House of Bishops for the Church corporate in one or more books provided for that purpose; see that all notices for meetings of any body of the diocese are duly given in accordance with the provisions of these by-laws as required by law; be custodian of the corporate records and of the seal of the Church corporate and see that the seal of the Church corporate is affixed to all documents, the execution of which on behalf of the diocese under its seal is duly authorized in accordance with the provisions of these by-laws, keep a register of the post office address of each member which shall be furnished to the Secretary by each member; and in general perform all duties incident to the office of Secretary and such duties as from time to time may be assigned to him or her by the Presiding Bishop.
Article 7: Committees
Section 1: Committees of Bishops (Directors)
The House of Bishops for the Church Corporate may designate and appoint one or more committees, each of which shall consist of at least one (1) or more Episcopates, and any other member of any class of membership within the Diocese as may be required by the House of Bishops for the Church corporate acting as a majority, to the extent provided in said resolution, shall have and exercise the authority of the House of Bishops for the Church corporate in the management of the corporate temporal affairs of the Church, except that no such committee shall have the authority of the House of Bishops in reference to amending, altering or repealing the by-laws or Canon Law, electing, appointing or removing any member of any such committee or any Director, Bishop or officer , amending the articles of incorporation, restating the article of incorporation, adopting a plan of merger or adopting a plan of consolidation with another corporation or denomination; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the House of Bishops which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the House of Bishops, or any individual Episcopate, of any responsibility imposed upon it or him or her by law. Nothing in this section shall prohibit the House of Bishops of the Diocese from creating or appointing any other committee or sacred congregation for the performance of sacred functions within the Church corporate.
Section 2: Term of Office
Each member of a committee shall continue as such until the next annual meeting of the House of Bishops for the Church corporate unless the committee is terminated prior to that time by appropriate act by the House of Bishops of the Diocese.
Section 3: Committee Chairs
One member of each committee shall be appointed as Chair by the person or persons authorized to make such appointments.
Section 4: Vacancies
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 5: Quorum
Unless otherwise provided in the resolution of the House of Bishops for the Church corporate designating a committee, a majority of the who committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Article 8: Contracts, Checks, Deposits and Funds
Section 1: Contracts
The Presiding Bishop is the sole person authorized to enter into any contracts on behalf of the Church corporate.
Section 2: Checks and Drafts
All checks or drafts for the payment of money, notes or other evidence of indebtedness, shall be signed by the Presiding Bishop or the Treasurer.
Section 3: Deposits
All funds of the corporation shall be deposited in a proper checking or savings accounts at a bank located near the Presiding Bishop or Treasurer.
Article 9: Fiscal Year
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
Article 10: Seals
The Church shall use as its Official Seal a embosser with the words: Office Seal of the Independent Evangelical Catholic Church for all matters which are conducted in the corporate name and pertaining to the temporal business of the Church corporate.
Article 11: Amendments to By-Laws
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority of the Directors at any regular meeting or any special meeting.
Article 12: Dissolution
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Any such assets not so disposed of shall be deposited of by a Court of Competent Jurisdiction of the county in which the principle office of the corporation is located, exclusively for such purposes or to such organization as the Court shall determine, which are organized and operated exclusively for such purposes
National Church Office
Post Office Box 170336 Chicago Illinois 60617-
(T) 773-721-5383 (F) 773-721-2581
evcathchurch@evangelicalcatholicchurch.org
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