By-Laws

The Church of the Apostles of Raleigh (hereinafter referred to as “Apostles” or “Congregation”) is a religious corporation formed under The Non-Profit Corporation Act of North Carolina (the “Act”). Apostles is recognized as an exempt organization under section 501(c)(3) of the Internal Revenue Code (Federal ID# 57-1105980).

Pursuant to the Constitution of the Anglican Church in North America (“Province”) and the Canons thereof, and the Constitution of the Diocese of The Carolinas, or its successor(s) (“Diocese”) and the Canons thereof (“Diocesan Canons”), the Congregation hereby adopts these Bylaws for the purpose of establishing and maintaining its own governance.

Pursuant to the Provincial Canons, Apostles reserves the right to disaffiliate with the Province after consultation with their bishop.

The members (hereinafter, “Attenders”) of Apostles are all persons, other than clergy under the authority of the Bishop, who have received the Sacrament of Holy Baptism with water in the Name of the Father, and of the Son, and of the Holy Spirit.

There shall be an Annual Meeting of the Members of Apostles on the first Sunday in October or at some other time to be designated by the Senior Pastor and a majority vote of the Council. Not less than thirty (30) days notice of such meeting shall be given to the Congregation by the Senior Pastor or the Council if the Senior Pastor is not available. At the Annual Meeting, the Members shall be provided with information and a forum for discussion about the ministries  and direction of Apostles along with a financial report and budget. The Senior Pastor, or a  designated member of the Council, shall preside at all meetings of the Members. Roberts Rules of  Order shall be in effect unless otherwise indicated. 

Meetings of Members other than the Annual Meeting may be called at any time by the Senior Pastor, or by a majority vote of the Council, or by one third of the Members of Apostles. At least fifteen (15) days written notice shall have been given to the Congregation announcing such meeting. This notice shall include the date, time, and place of the meeting along with its stated purpose. The Senior Pastor or designated Council member(s) shall preside at all such special meetings, and Roberts Rules of Order shall be in effect unless otherwise indicated.

A minimum quorum requirement of thirty percent (30%) of Members shall exist  for a duly called meeting. Except as otherwise provided herein, decisions made at all meetings of  Members shall be made by majority vote of those present. Every Member shall be entitled to cast  one vote.  

On or before the first day of March of each year, the Senior Pastor and Lay Leaders shall submit to the Secretary of the Diocese an Annual Report on a form to be prescribed by the Standing Committee including the number of Attenders and Members of Apostles and such other information as the Standing Committee shall direct.

Only Members of Apostles who are at least 18 years of age and have also been confirmed or received by a Bishop of a Province of the Anglican Communion shall be eligible to serve on the Council. Unless permitted by written waiver of the Diocese, the following are ineligible to serve as voting members of the Council: (1) spouses and other immediate family members of current Council members; (2) paid staff of Apostles and their spouses and other immediate family members; and (3) those ordained to Holy Orders. Qualification for Council membership should be based on Titus 1:6-9. A candidate should aspire to: (i) be a mature Christian; (ii) maintain an active prayer life; (iii) keep his life in order; (iv) be known and respected among the Apostles community; (v) be active in ministry; (vi) be known as a cheerful giver, not only of money but of time; and (vii) understand, count the cost of, and commit to fulfilling the responsibilities and duties of a Council member.

Leadership Council shall consist of ten (10) members including the Senior Pastor. The Senior Pastor shall be a member of the Council ex officio. The Council shall include (i) nine (9) members, three (3) of which shall be elected at an Annual Meeting or a Special Meeting each
year and who shall serve a three (3) year term, plus (ii) the Senior Pastor. No member of theLeadership Council may serve more than two (2) consecutive terms but may be eligible for re-election one (1) year after the expiration of the second consecutive term which that member shall have just served. Nothing in the foregoing should be construed as preventing a member, elected to fill an unexpired term, from being allowed to be elected to two (2) consecutive full three (3) year terms.

Prior to the Annual Meeting, the Senior Pastor shall convene a Leadership Discernment Team (“Discernment Team”), the purpose of which is to present a slate of candidates to the Council and upon approved, present to the Members (see Article IV, Section 3). The Discernment Team shall consist of two (2) of the outgoing members of the Council, who will be selected by the Council. The remaining members of the Discernment Team shall consist of Members who do not currently serve on the Council. The number of Members on the Discernment
Team shall outnumber the Council participants.

At all Council meetings, the presence of one-half of Council members shall constitute a quorum, which is to be determined at the commencement of each meeting by the Secretary. Decisions made at Council meetings shall be made by majority vote of those present
constituting a quorum, including those participating electronically via phone or video.

Any action that is required or permitted to be taken at a meeting of the Council may be taken without a meeting if the action is taken by the members of the Council necessary to approve such matter. Such consent may be in electronic form and delivered by electronic means,
and approval may be registered by a positive e-mail response.

Any member of the Council may be removed at any time with or without cause by a vote of two-thirds of those members of the Council present at a Council meeting, excluding the vote of the affected member. A Council member may resign at any time by communicating his
resignation in writing to the Senior Lay Leader, such resignation becoming effective only upon acceptance by the Senior Pastor.

The Officers of Apostles shall be the Senior Pastor, Senior Lay Leader, Junior Lay Leader, Secretary and Treasurer. The Officers shall serve and advise the Senior Pastor and shall assist the Senior Pastor with setting the Council's agenda.

The Officers (other than the Senior Pastor and Treasurer) shall serve a term of not less than one (1) year or more than three (3) years, the length of the term to be determined by the remaining term of such persons on the Leadership Council. The term of an Officer shall not extend beyond that person’s term on Leadership Council.

The Officers may be removed at any time with or without cause by a vote of two- thirds of those members of the Council present at a Council meeting, excluding the vote of the affected Officer. Any Officer may resign at any time by giving written notice to the Senior Lay Leader or Senior Pastor, such resignation becoming effective only upon acceptance by the Senior Pastor. Any vacancy occurring in any such office by death, resignation, removal or otherwise shall be filled by the Senior Pastor from within the Council, with concurrence by the Council, for the remainder of the applicable term.

The Senior Lay Leader is appointed by the Senior Pastor from within the Council with the approval of the Council. The Senior Lay Leader shall chair the Leadership Council meetings in the absence of the Senior Pastor. The Senior Lay Leader shall serve as a source of counsel and support for the Senior Pastor.

The Junior Lay Leader is elected from within the Council by a majority vote of the Council. The Junior Lay Leader shall chair the Leadership Council meetings in the absence of the Senior Pastor and the Senior Lay Leader.

The Secretary is elected from within the Council by a majority vote of the Council. The Secretary shall record appropriate minutes of Council meetings. All such minutes will be available for review by any Member at Apostles’ office within 10 days of their approval by the
Council.

The Treasurer is elected annually by the Council by a majority vote and shall be bonded in such sum and with such surety as the Council from time to time shall determine. The Treasurer shall be the custodian of the funds of the Congregation and shall perform such other
duties as required by the Council. The Treasurer shall report regularly on the financial condition of Apostles to the Council, chair the Finance Committee and shall also oversee an annual external review (or audit) of the financial transactions of Apostles. The Treasurer shall make a financial report at the Annual Meeting.

A Senior Pastor shall be called by the Council after prayerful discernment, and no person may be elected and called as a Senior Pastor without the approval of the Bishop. The relationship between the Senior Pastor and the Congregation is one of mutual trust and
dependence in carrying out the ministry of the Congregation. As the spiritual leader of the Congregation, the Senior Pastor requires the full cooperation and support of the Council. The Senior Pastor shall select all assistant or associate clergy, and all other members of staff, who shall serve at the pleasure of the Senior Pastor, provided that the creation of any compensated position must first be approved by the Council.

Except for reasons required by age or infirmity, a Senior Pastor may not resign as Senior Pastor without the consent of the Council. A Senior Pastor may not be removed against his will except as hereinafter provided. If for any reason the office of Senior Pastor becomes vacant, the Council must immediately provide written notice to the Bishop, or when there is no Bishop, to the Diocese. In the absence of a Senior Pastor, decisions about the affairs of Apostles will be made collaboratively between the Council and the Bishop.

Whenever a Senior Pastor or a majority of the Council believe the pastoral relationship between the Senior Pastor and the Congregation to be imperiled or hindered by reason of dissension, either or both shall present the matter to the Bishop. Upon notification of
such imperilment or hindrance, the Bishop shall promptly seek reconciliation by whatever means he believes appropriate that is not inconsistent with Holy Scripture. Both the Senior Pastor and the Council shall participate cooperatively in the process. The Bishop may issue interim directives appropriate to the cause before issuing a final judgment.

The judgment of the Bishop may include a leave of absence with pay for the Senior Pastor, a refusal to dissolve the pastoral relationship or a judgment of dissolution.

If the relationship is to be dissolved, the judgment may include terms and conditions for compliance by both parties and must include a financial settlement that is equitable, just and compassionate. The Bishop shall in all cases render pastoral support to the Senior Pastor.

If a Senior Pastor or a majority of the Council believes the pastoral relationship between the Senior Pastor and the Congregation to be imperiled or hindered by reason of dissension at a time when there is no Bishop or, after presentation of the matter to the Bishop, the Bishop refuses to act within a reasonable time period, the Diocese or Council may appeal to the Archbishop for action.

If for any reason either the Council or the Senior Pastor shall refuse to comply with the judgment of the Bishop, the Bishop may suspend the Senior Pastor from the exercise of the ministry of a Presbyter until the Senior Pastor complies with the judgment or, in the case of the Council, the Bishop may call a congregational meeting for the purpose of notifying the Congregation of the Council’s noncompliance with the judgment. The Bishop may request the Synod of the Diocese to remove the Congregation from the Diocese or convert the Congregation to Mission status under the supervision of the Bishop in the event of continued noncompliance by the Council.

As the spiritual head of the congregation, the Senior Pastor’s duties shall include: (i) overseeing the worship of the congregation, ensuring that such worship utilizes only authorized liturgical forms, and conforms to all pertinent rubrics, canons, and the direction of the
Bishop; (ii) presiding or designating a presider at all meetings of the Council; (iii) preaching and teaching the Holy Scriptures; (iv) having care of souls, and providing pastoral care when necessary; (v) cultivating in his own life a rule of prayer and devotion, as modeled through the daily offices of Morning and Evening Prayer; (vi) living as a godly example to the faithful; (vii) hiring, managing, and when necessary, terminating the employment of members of staff; and (viii) having at all times the use and control of the Congregation properties, ensuring that all activities taking place on Congregation properties are consistent with the worship and mission of the Congregation and local needs of the Congregation.

Apostles shall receive all monies or other properties transferred to it for purposes that are consistent with Scripture and the Vision and Values of Apostles. The Council, or a team designated by it such as the Finance Committee, shall establish policies and procedures that will
ensure that generally accepted accounting principles and procedures are followed.

The Council, or the Finance Committee, shall manage and disburse any funds or property only for the benefit of Apostles in accordance with its established guidelines. The Finance Committee, led by the Treasurer, shall present an annual budget no later than the twelfth month of each fiscal year to the Council. All budgets, original and modified, prepared by the Finance Committee shall be made final upon a majority vote of the Council. The Officers and the Finance Committee shall also review the financial statements monthly.

The Council shall annually cause to be audited the accounts of its Treasurer and all other custodians of funds or securities. Audits, which must at a minimum constitute an independent CPA review, are to be conducted with such instructions as may be promulgated by the
Diocese. A certified copy of each annual audit shall be filed with the Diocese.

To the fullest extent now or hereafter permitted by law, every person who is or was a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of his being a member of the Council or is or was serving as an Officer, assistant or volunteer at the request of Apostles shall be indemnified and held harmless against all expenses, liabilities and losses (including attorney’s fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection with such membership or service, except when such expenses, liabilities and losses result from his willful misconduct, self-dealings, embezzlement or theft. Such right shall be a contract right that may be enforced in any lawful manner. Such right of indemnification shall not be exclusive of any other right he might have, but it shall not be available until recovery from all other sources has been applied. Apostles may purchase and maintain insurance on behalf of any person who is or may be entitled to indemnification under this section against any liability asserted against such person.

The Council shall take all such action as may be necessary and appropriate to authorize Apostles to pay the indemnification required by these Bylaws, including, without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him. Any person who, at any time after the adoption of these Bylaws, serves or has served in any of the aforesaid capacities for or on behalf of Apostles shall be deemed to be doing or to have done so in reliance upon, and its consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of these Bylaws.

It shall be the responsibility of the Council to have and maintain insurance policies in place at all times. It is the desire of Apostles to protect the staff, buildings, grounds, vehicles, contracts and other property of Apostles in a manner consistent with accepted state or federal laws and reasonable judgment.

No notice of the time, place or purpose of any meeting of the Council, Members, or any publication thereof, whether prescribed by law, by the charter, or by these Bylaws, need to be given to any person who attends such meeting, or who, in writing, executed either before or after the holding thereof, waives such notice, and such attendance or waiver shall be deemed equivalent to notice. Further, any notices required hereunder may be given by normal electronic (including email) means, or as otherwise permitted by the Act, as it shall be amended from time to time. Notice may be given by publication in the newsletters, bulletins, or website of Apostles.