Russian Orthodox Cathedral Christ the Saviour—Parish Constitution and Bylaws 2014
RUSSIAN ORTHODOX CATHEDRAL CHRIST THE SAVIOUR
Parish Constitution and By-laws
This Parish Constitution and By-laws of
Russian Orthodox Cathedral Christ the Savior is adopted by
The Special Parish General Meeting on May 4th, 2014 and Blessed by
His Grace, the Right Reverend IRENEE,
Bishop of Quebec City, Administrator of the Archdiocese of Canada
Adoption of this Constitution and Bylaws abrogates all previous Bylaws, specifically The Bylaws of September 9, 2003.
1. THE PARISH
1.1.1. The Name and Address of this Parish:
RUSSIAN ORTHODOX CATHEDRAL CHRIST THE SAVIOUR
823 Manning Avenue, Toronto, ON, M6G 2W9
Web sites: http://christthesavioursobor.com
Any variations of the name, including but not excluding Christ the Saviour [Russian] Orthodox Cathedral (as in The Bylaws of September 9, 2003) are not thus recognized and cannot be used in any official correspondence according to the Canadian Revenue Agency Charities Directorate's Guidelines.
Any future changes to the Bylaws in regards to the name of the parish are not permitted, unless the parish corporation is dissolved, and the parish is reincorporated, and, reconstituted by the Ecclesiastical Authority in its entirety
1.1.2. The Parish of “RUSSIAN ORTHODOX CATHEDRAL CHRIST THE SAVIOUR” (hereinafter the “Parish", “Parish Corporation” or “Cathedral") was established in the City of Toronto, Ontario in 1915 as the first Russian Orthodox Parish in the Province. It is now an ecclesial Community exclusively under the Jurisdiction and authority of the Diocesan Bishop of the ARCHDIOCESE OF CANADA, ORTHODOX CHURCH IN AMERICA (The Statute of the ORTHODOX CHURCH IN AMERICA, Article X. Section 3), from whom it receives its mandate and prerogative to exist as an ORTHODOX Parish Community.
1.1.3. For civil administrative purposes alone, the Parish has been established as an Ontario Corporation No. 1852213 BN 804059806, letters patent of July 15, 2011. The corporation shall be subject to the charities Accounting Act and the Charitable Gifts Act. In accordance with Income Tax Act, the Parish has been approved as a registered charity since January 1st, 1967 with Canadian Registered Charity No. 11912 9989 RR0001.
This organization, as a matter of civil law, in no way creates or presumes administrative autonomy or independence from the hierarchical authority, jurisdiction or administration of the Diocesan Bishop of the Archdiocese of Canada, Orthodox Church in America.
1.2. PURPOSE, CANONICAL ECCLESIASTICAL JURISDICTION AND ADMINISTRATION
1.2.1. As a Parish Community of the Archdiocese of Canada, Orthodox Church in America, the Parish exists as a local Orthodox Christian Community for the purpose of worshiping corporately Almighty God, the Holy Trinity One in Essence and Undivided: Father, Son and Holy Spirit in accord with the Holy Scriptures and the Tradition of the HOLY ORTHODOX CHURCH, to guide its members to union with God by providing Christian formation, religious education, opportunities for Christian stewardship and service, and charitable assistance. As a Parish Community, its members are committed to promote the Gospel as preached and lived by the HOLY ORTHODOX CHURCH.
The ORTHODOX CHURCH IN AMERICA (referred to in this Constitution as “OCA”) is an Autocephalous Church with territorial jurisdiction in the United States of America and the Dominion of Canada. Its doctrine, discipline and worship are those of the One, Holy, Catholic and Apostolic Church as taught by the Holy Scriptures, Holy Tradition, the Ecumenical and Local Councils, and the Holy Fathers (Article I, The Statute of the OCA).
The purpose, course of conduct, organization and administration of this Parish and its members are those of the OCA, and are subject to The Statute of the OCA, as adopted at the Second All-American Council of October 19-20, 1971, and as amended at any subsequent All-American Council of the OCA (referred to in this Constitution as “the Statute”).
1.2.2. This Parish is part of the Archdiocese of Canada, Orthodox Church in America, a registered charity in accordance with the laws of Canada, registration number 134835297RR0001), (referred to in this Constitution as "the Archdiocese"), a Diocese of The OCA; this Parish and its members are thereby governed by the Diocesan Bishop with the assistance of a Archdiocesan Assembly and a Archdiocesan Council (Article VI, Section 1, the Statute), and this Parish and its Members are subject to the By-laws of the ARCHDIOCESE OF CANADA..
This Parish is a Community of faithful Orthodox Christian believers to be the “Body of Christ, everyone being a member of it” (1 Cor.12:27), consecrated to the Glory of God committed to living in fellowship with one another and with God on the basis of sound Christian theology, morality and spiritually, devoted to serve God and men in accordance with the mind and heart of Jesus Christ and in agreement with the doctrine and teaching of the OCA.
This Parish and its members shall operate according to the Parish Constitution approved and effected by the Arch/bishop; provided however, nothing in this Constitution shall allow for a course of conduct, or shall be construed, defined or interpreted in a manner contradicting, contravening, superseding or lacking harmony with the By-laws of the ARCHDIOCESE OF CANADA and the Purpose, the Statute and the Canonical Ecclesiastical Authority of the OCA.
1.2.3. The Parish Corporation shall be carried on without purpose of gain for its directors and members, and any profits or other gains to the Parish shall be used to promote its objects.
1.2.4. The Parish Corporation, its directors and members shall recognize as basic tenets the following aims:
The preservation of the Russian language as part of the centennial tradition of the founding members, and upholding it through proper instruction to the members of the Parish and their children.
The instilling of mutual love, brotherly understanding and the spiritual elevation of its members of various ethnic and cultural backgrounds.
The promotion of the Russian culture and language and the integration of that culture and language as part of the Canadian heritage.
Adhering to the Holy Church's Tradition the duty of all members of the Parish is to seek the knowledge of God and union with Him through Jesus Christ and the Holy Spirit; to express that unity with God in all religious, moral, family, and social endeavors. This is most evidently expressed through regular attendance at the Divine Services, frequent reception of the Holy Gifts in the Eucharist, living as faithful stewards of God's gifts by the offering of time, talent, and material resources, and in doing all that is possible to promote unity and brotherly concern among the members of the Community.
1.3.1. By virtue of their Baptism and Chrismation, the parishioners are members of the Body of Christ (“Members”), and must strive to live in accordance with their high calling (Eph. 4:1). No one can be a Member of the Parish if he/she openly betrays the teaching of the Orthodox Church, or if he/she leads a life or acts in a manner condemned by the Holy Canons as incompatible with the name of Orthodox Christian.
1.3.2. A Voting Member of the Parish is a Member (as defined in article 1.3.1) who:
Is a baptized Orthodox Christian, and
Is at least eighteen (18) years of age; and
Regularly attends liturgical services and partakes of the Sacraments of Confession and Holy Communion at least three times a year; and
has been on the Treasurer’s Parish Membership List (database) at least for one year commencing from:
the date of the first documented donation to the Parish (e. g. by a personalized cheque, credit card or cash donation envelope bearing the name of a donor);
if has been canonically transferred from another Parish with the written confirmation from a former Parish Rector, the date when such a transfer letter was signed); and
has made an annual minimum donation in the previous fiscal year as established by the Directors of the Parish Corporation (Parish Council);
1.3.3. The Parish Council or the Parish Meeting has the right to remove the status of a Voting Member who
Violates the obligations and requirements set out in 1.3.1 and 1.3.2; or
Obstructs those decisions rendered by the majority of the Parish Membership or Archdiocesan authority; or
Causes such disruption as to adversely affect the life of the Parish Community.
1. 4. GOVERNING AUTHORITY, PARISH ARCH/BISHOP
The worship, Community life, organization, and administration of the Parish Community are subject to the Canon Law and ecclesiastical disciplinary tradition of the ORTHODOX CHURCH, the Statute of the CHURCH, the By-laws of the ARCHDIOCESE OF CANADA of which it is a subordinate body, the administrative decisions of the Arch/bishop, and its own By-laws as properly adopted, inasmuch as these By-laws are in compliance with the canonical tradition of the ORTHODOX CHURCH and the By-laws of the above-mentioned bodies.
In accordance with the teachings of the ORTHODOX CHURCH, the Arch/bishop is the ARCHDIOCESAN AUTHORITY, the Head of this Parish and its Rector, and the Head of all the Parishes which constitute his ARCHDIOCESE. He appoints this Parish’s Clergy, has the obligation and right of regular and special visitations to the Parish. The Arch/bishop oversees the whole life and all activities of this Parish in accordance with the teachings of the ORTHODOX CHURCH, and in cases of conflicts or disorder within the Parish, takes all necessary measures consistent with the Holy Canons of the ORTHODOX CHURCH;
This Parish, having been established by decision of the Arch/bishop, is a local Community of the OCA, having as its head, a duly appointed Rector, and consisting of ORTHODOX Christians who live in accordance with the teachings of the ORTHODOX CHURCH, comply with the discipline and rules of the OCA, and regularly support their Parish. Being subordinate to the ARCHDIOCESAN AUTHORITY, it is a component part of the Archdiocese (Article X, Section 1, The Statute) and a component part of the Deanery and subordinate to the District Dean (Article IX, Sections 1-3, The Statute).
1.5. FISCAL YEAR
For the purposes of administration, the fiscal year of the Parish shall be January 1 - December 31 of the calendar year. This is to commence from January 1st, 2014.
1.6. PARISH SEAL
The Parish Seal shall be affixed by the Rector exclusively on all documents when required.
2. PARISH CLERGY
2.1. PARISH RECTOR
The local head of the Parish is its Rector. According to the teaching of the Church, he is the pastor and teacher of his flock and the celebrant of the liturgical worship established by the Church. He teaches and edifies the People of God entrusted to his spiritual care "with no partiality" (James 2:1) and sees to it that all activities within the parish serve the religious goals of the Church. He is appointed by the Diocesan Bishop and cannot leave his parish without the permission of the Bishop. The Rector's obligations, responsibilities, authority, competence and his relationship to the Church, his Bishop, his parish and its members, and the corresponding obligations, responsibility, authority, competence and the relationship of the Parish and its members to the Rector are those of, and in accordance with the teachings of the Orthodox Church in America, as set out in Article X, Sections 1 and 4 of the Statute. Hence, no activities in his parish can be initiated without his knowledge, approval and blessing; neither should he do anything pertaining to the Parish without the knowledge of his parishioners so that always and everywhere there may be unity, mutual trust, cooperation and love. In this spirit of mutuality, the decision making process in the Church is more accurately understood as a course of conduct leading to an enlightenment of the faithful to God's Will. This course of conduct should lead to consensus, by which it is meant that there remains no objection to the decision. This course of conduct necessarily embraces, and allows the time to embrace, prayer, discussion, and reflection. Therefore, at the Parish the normative procedure will be that decisions for action are reached through mutual counsel and consensus between the Rector and his parishioners, whether in committee or Parish Council or full Parish Meeting, or in any other body which meets to decide appropriate actions for the Parish. It is understood that matters of Orthodox Christian faith, morals, and canonical practices are outside the decision-making competency of the Parish.
In conformity with his teaching office, the Rector shall have final authority over Christian Education. To be free from material preoccupations and wholly committed to his sacred ministry, the Rector must be compensated by the Parish, the amount of his remuneration being clearly agreed upon by the Parish Council, at the time of his appointment.
2.2. ASSIGNMENT OF THE RECTOR
2.2.1. The Rector is assigned, transferred, or removed by the Arch/bishop of the Archdiocese by virtue of the authority of his office and in accordance with the canons, ecclesiastical procedure and needs of the Community and the Archdiocese.
2.2.2. The Rector assigned to the Parish cannot be removed or leave his assignment without the express permission of the Arch/bishop.
2.2.3. The Parish shall be responsible for the support of its Rector as determined at the time of the assignment or as subsequently amended and approved by the Arch/bishop or his delegate.
2.3. RIGHTS AND DUTIES OF THE RECTOR
The rights and duties of the Rector are as follows:
(a) The head of the Parish Clergy is the Rector. The other members of the clergy are his subordinates in their work.
(b) The Rector is the pastor of the parishioners; he is entrusted by the Diocesan Authority with the duties of teaching them the Orthodox Faith and the Christian way of life, of celebrating public divine services and rites according to the ecclesiastical order of administering the Holy Sacraments, and of guidance in Christian life. He is responsible before God and the Diocesan Authority for the whole life and activities of the Parish, its spiritual growth and enlightenment, its orthodoxy and moral progress.
(c) Besides his pastoral and liturgical duties, in execution of which he is guided by his priestly oath and conscience, it is the duty of the Rector, and other members of the Parish clergy to look after decorum in Church, the beauty of the edifice, the organization and well-being of the Parish organizations and to take an active part in the work of the Parish Council.
(d) It is the duty of the Rector to keep exact metrical records and such other records as maybe required by the Diocesan and civil authorities, to issue such certificates as may be required, and to report to the Diocesan Authority with respect to these matters, at the times and on the forms prescribed by the Diocesan Authority.
(e) The Rector or his delegate shall provide annually, or as requested, census and membership information to the Archdiocese;
(f)The Rector serves as intermediary in dealings between the Diocesan Authority and the Parish.
(g)The Rector shall attend Ail-American Councils and Archdiocesan Assemblies, the costs to be borne by the Parish Budget.
(h) The Rector is the Chairman of the Parish Council and of general parish meetings. He may delegate the chairmanship to: a) the President, b) Vice President, c) an Officer or d) a Director of the Parish Corporation in the order of seniority.
2.4. RECTOR’S COMPENSATION
2.4.1. The Rector is to be compensated by the Parish Community, the amount and terms of such compensation shall be determined prior to the time of his assignment and shall conform to current Archdiocesan guidelines concerning compensation and benefits for Clergy. The amount of compensation and benefits shall be reviewed yearly by the Parish Council which shall then make recommendations to the Annual Parish meeting, including such recommendation in the proposed annual budget.
2.4.2. No reduction or cessation of salary or benefits may be proposed or accepted without the prior approval of the Arch/bishop or his delegate.
2.5.1. Additional Clergy are appointed, attached, transferred, or removed by the Arch/bishop by virtue of the authority of his office and in accordance with Canon Law, ecclesiastical procedure, and the needs of the Parish and the Archdiocese.
2.5.2. In addition to the general Pastoral duties, the Additional Clergy shall be responsible for those specific duties defined by the Rector and the Parish Council as approved by the Arch/bishop.
2.5.3. Compensation for additional clergy, if any, is determined by the Board of Directors (Parish Council) prior to the time of his assignment according to the financial ability of the Parish, Parish needs and specific duties assigned. The amount of compensation shall be reviewed as needed by the Parish Council which shall then make recommendations to the Annual Parish meeting, including such recommendation in the proposed annual budget.
3. LAY LEADERSHIP
3.1. THE PARISH COUNCIL (BOARD OF DIRECTORS)
3.1.1. The Parish Council (Board of Directors) is the Executive body of the Parish, which is responsible for the administration of the Parish and executes the decisions of the Parish Meetings. The Council primary areas of responsibility are to assure that the Community is united in faith and love and lives as the Body of Christ in its own locale. (OCA Statute, Article X. Section 7, d).
3.1.2. The Parish Council is the subject to the rules of this Constitution, By-laws of the ARCHDIOCESE OF CANADA, and the rules of the Statute of the OCA.
3.1.3. The Parish Council shall consist of the following:
The Rector, who is a non-elected and voting Chairman, ex officio ecclesiae,
7 (seven) Directors
2 (two) Alternate Directors
3.1.4 At the first Council meeting upon elections, Directors shall elect from among themselves the following Officers of the Parish Corporation (in descending order of seniority):
President and Chief Executive Officer (colloquially known as “Warden/Starosta”)
Vice-President, Finance and Chief Financial Officer (colloquially known as “Treasurer”)
Vice-President, Operations and Chief Operations Officer (colloquially known as “Deputy Warden/Starosta”)
Secretary of the Parish Corporation
3.2. ELIGIBILITY FOR THE PARISH COUNCIL MEMBERS
The members of the Parish Council must be active in the Parish and be willing to work for the improvement of spiritual and material needs of the Parish. Council members shall attend all Council meetings. They must be supportive and must not be motivated to seek office out of pride, but out of a strong desire to work for the Lord and the building up of His Church.
Only voting members in good standing for the last 3 (three) consecutive years prior to the annual meeting (see definitions in 1.3.2.) are eligible for election to the Parish Council with the following exceptions:
3.2.1. Any employee of the Parish is not eligible to serve on the Parish Council;
3.2.2. Only one member of any household, including the Rector’s household, is eligible to serve at the same time as a member of the Parish Council
3.2.3 Other members of clergy assigned or attached to the Parish, and their wives, shall be ineligible to serve on the Parish Council.
3.3. ELECTION AND TERMS OF OFFICE OF THE PARISH COUNCIL:
3.3.1. ELECTION OF COUNCIL MEMBERS
The members of the Parish Council shall be elected, or acclaimed, as the case may be, annually at the Annual General Meeting or at a special meeting called for the purposes of filling vacancies on the Parish Council;
Prior to each annual meeting the Parish Council will appoint a nominating committee. The nominating committee shall prepare a slate of people to stand for election to the Parish Council to serve as directors of the Parish Corporations. The committee, in consultation with parish members, shall establish candidates, and determine the willingness of the persons nominated to stand for election.
The slate of persons so nominated shall be posted at the entrance of the church, church hall and Rector’s office later than 11:00 a.m. on the Sunday prior to the date of meeting.
Nominations from the floor at the meeting are also accepted. Such persons must be willing to accept the nomination.
In the event when there is more than one person nominated for the same position, a vote shall be held by secret ballot to fill the position(s).
In situations where there is only one person nominated per available position, that person shall be acclaimed to the position.
Candidates shall be present at the election in person. Directors cannot be elected in absentia, unless their absence is due to serious circumstances and nominating committee is in possession of a documentation supporting their absence and a letter accepting their nomination.
3.3.2. Members of the Parish Council could serve for several years without limitation.
3.4. CONFIRMATION AND INSTALLATION OF THE PARISH COUNCIL
3.4.1. The existing members of the Parish Council shall serve until the installation of a new Parish Council.
3.4.2. All appointed members shall not take office until having been confirmed in their offices by the Arch/bishop, and until having been duly liturgically sworn in or inducted by the Parish Rector according to approved formula.
3.4.3. New members of Council must be given a copy of this Constitution and Bylaws.
3.5. REMOVAL FROM THE PARISH COUNCIL
3.5.1. In order to serve on the Parish Council all members must remain Voting Members of the Parish as defined in Article 1.3. Failure to retain membership will bring automatic dismissal form the Council.
3.5.2. All Council members are to attend all Council meetings during their term of office. The absence from Council meetings for 3 (three) consecutive meetings will render a member subject to automatic dismissal.
3.5.3. Being responsible for the healthy Parish life, the Rector in extraordinary situations has the right to initiate the removal the member from the Parish Council.
3.5.4. Generally, the Parish Council initiates all procedures for the dismissal of its members. To finalize the removal (including initiated by the Rector), a resolution passed by 2/3 of Directors is required. The removed member shall cease and desist all official activities as a member of the Parish Council.
3.5.5. In all the cases of possible removal of a Council member the confirmation of the Arch/bishop is necessary. A removed member has a right to appeal Council’s decision before Diocesan Authority at this point.
3.6.1. The Parish Council may fill any vacancy in the Directors by appointing a replacement at a Parish Council Meeting from the two Alternates. Such replacement shall serve the remainder of the term of the vacant Director.
3.6.2. The Alternate who received the greater number of votes at the Annual Meeting will automatically assume the vacant position. In a case with two or more vacancies, both Alternate directors will automatically ascend to other full Directorship.
3.6.3. In a case, when it more than 4 (four) out of 7 (seven) full Directorships become vacant, thus making both simple majority quorum and appointment of all 4 (four) Officers of the Parish Corporation impossible, the Rector shall call a Special Parish Meeting for the election of new Directors and Alternates.
3.6.4. Special Parish Meeting for the election of new Directors and Alternates shall be called immediately in a situation described in 3.6.3., and shall be held not later than 1 (one) month afterwards.
3.7. AREAS OF THE PARISH COUNCIL RESPONSIBILITIES
3.7.1. The Parish Council shall work closely with the Parish Rector the administration of the Parish and shall seek to implement and execute the decisions of the Parish meetings. The Parish Council shall carry on the general business, commercial and administrative activity of the Parish and shall support the Rector/Priest and the Episcopal authority on initiatives for the spiritual growth of parish life.
3.7.2. The Parish Council is charged with the following:
Final approval of all personnel decision for all Parish lay employees (upon request of the Rector and the President):
Hiring, including finalizing all aspects of the compensation package.
Annual reviews, resulting in increase or decrease of compensation.
Disciplinary matters, up to termination of duties.
An employee may be invited by the Council to a hearing. Failure to comply with the invitation may result in disciplinary action taken in an employee’s absentia, up to termination.
Managing the affairs of all church volunteer organizations and other subdivisions (e. g. choir, school, sisterhood, brotherhood, etc.). This includes approvals of their budgets and expenditures, appointment and removal of their leaders at the request of the Rector.
All fund-raising activities;
Managing the real property, securities of the Parish and investment of Parish monies;
Assuring the compliance of the parish actions and expenditures with all municipal, provincial and federal laws;
Consideration and administration of all charitable or humanitarian requests;
Making decisions or policies involving the legal or financial interests of the Parish;
Approving all expenditures of money or budgeted expenditures of money;
Purchasing and maintaining insurance policies against loss, peril and liability;
Maintaining files of all usual and necessary records, an archive of financial and operational documents; a place of safekeeping of special and historically significant documents and items;
Reviewing and determining Rector’s (and additional clergy, if necessary) compensation at least annually. It is within the rights of Council to ask the Rector to leave the meeting for the duration of this discussion as this is required for the free expression and discussion of their opinions on this matter.
3.8 PARISH COUNCIL PROCEDURES.
3.8.1. Parish Council meetings shall endeavor to be held at least once a month, with the exception of summer vacations between months of June and September. Special meetings of the Council may be called at the discretion of the Rector or of least 4 (four) directors out of 7 (seven).
3.8.2. The President or Secretary shall deliver e-mail and/or telephone notice of Parish Council Meetings to all Parish Council Members at least 72 (seventy two) hours in advance of a Parish Council Meeting; provided that e-mail and/or telephone notice shall not be required for a regularly scheduled Parish Council Meeting.
3.8.3. All Parish Council Meetings shall be held on Parish premises, unless specifically decided by the Directors otherwise.
3.8.4. The Rector generally chairs all Parish Council Meetings, or may appoint an Officer of the Parish Corporation present (in order of seniority: see 3.1.4) to do so in his stead.
3.8.5. The Secretary shall deliver agenda by e-mail at least 72 (seventy two) hours in advance of a Parish Council Meeting. The Rector and Council members shall provide their recommendations for the agenda with a sufficient notice for the Secretary to include.
3.8.6. Voting Members who would like to bring an issue for the consideration of the Council should do so no later than the Sunday prior to the Parish Council meeting in order to be included in the agenda.
3.8.7. Members of the Parish and other guests may be invited by the Parish Council to attend Parish Council meetings. If council decided to have an open to the public meeting, this shall be announced no later than the Sunday prior to the Parish Council meeting by the Rector from the ambo and by the agenda or meeting notice shall be posted at the entrance of the church, church hall and Rector’s office later than 11:00 a.m. on the Sunday prior to the date of meeting.
3.8.9. Minutes. The Secretary shall keep the minutes of all Parish Council Meetings.
a) The Secretary shall prepare a draft of the minutes after each Parish Council Meeting and shall distribute a draft to the other Parish Council Members for review before the next Parish Council Meeting.
b) Upon approval of the minutes at the next Parish Council Meeting, the minutes shall be signed by the Secretary and the Rector, and the original approved minutes of all Parish Council Meetings shall be kept in the Parish archives.
c) Upon approval, the minutes are public record. Any member of the Parish shall have the right to access the minutes. Distribution of the minutes (or any other Parish records) outside of the Parish requires a written approval of the Diocesan Authority (except when required by law).
3.8.10. Decisions and Voting.
a) The Parish Council Members shall not adopt any resolutions or take other action at a Parish Council Meeting unless a quorum of Parish Council Members is present;
b) A simple majority of Parish Council Members who have the right to vote shall constitute a quorum (this is thus 4 (four) directors out of 7 (seven) plus the Rector (unless he has authorized the Parish Council to proceed in his absence) ;
c) An Alternate shall be counted for purposes of determining a quorum only in the absence of an Elected Director. Only the Rector and Directors may make resolutions or vote on any issue at a Parish Council Meeting; provided that:
i) if one Director is absent from a Parish Council Meeting, the Alternate who received the greater number of votes at the Annual Meeting may make resolutions or vote on any issue at such Parish Council Meeting in the place of the absent Director, and
(ii) if two or more Directors are absent from a Parish Council Meeting, both Alternates may make resolutions and vote on any issues at such Parish Council Meeting in the place of the absent Director.
d) A simple majority vote of those Parish Council Members present shall be sufficient to decide issues brought before any Parish Council Meeting;
3.9.1. All Parish documents, records and books may be inspected and examined by the Ruling Arch/bishop, Rector and the Parish Council at any time.
3.9.2. It is the responsibility of the Treasure to secure, when books are ready, an Annual Audit of the Finance records and to report this to Annual Parish Meeting.
3.9.3. 3 (three) Auditors are elected from among Voting members annually. Directors or Alternates cannot serve as auditors. Same general electoral restrictions apply as in case with election of Directors/ Auditors (see 3.2)
3.10. OFFICERS OF THE PARISH CORPORATIONS
It is the duty of the President to be responsible to the Parish Corporation for the well-being of the material life of the Parish.
the President shall be the chief executive officer of the Parish; he shall sign such contracts, documents or instruments (including cheques) in writing as require his signature and shall have such other powers and duties as may from time to time be assigned to him by the board of directors or as incidental to his office.
If the Rector delegates, the President presides over the Parish Council or Parish Meeting.
President is responsible for procurement of all services and contracts to the Parish, such as candles, any equipment, construction, renovations, etc.
President shall be responsible for holding all monies collected at services until he/she can deliver them to the Vice-President, Finance or personally deposits to the bank.
President shall be responsible for the maintenance, safety and cleanliness of the Church and Church Hall and is ex officio chair of the Maintenance Committee and a member of any other standing committees.
President shall represent the Council and Parish at all appropriate occasions, including Archdiocesan Councils.
President, along with the Rector, acts as a hiring officer for all lay employees of the Parish e. g. selects and interviews candidates, negotiates terms of employment, and, once an employee is hired by the Council, signs the corresponding employment agreement.
3.10.2. Vice-President, Finance:
It is the duty of the Vice-President, Finance to be responsible to the Parish Corporation for the financial well-being of the Parish.
Vice-President, Finance shall be the chief financial officer of the Parish; he shall sign such contracts, documents or instruments (including cheques) in writing as require his signature and shall have such other powers and duties as may from time to time be assigned to him by the board of directors or as incidental to his office, unless this authority delegated to other Directors.
Vice-President, Finance shall assess the financial needs of the Parish and its organizations, employees and volunteers and shall control expenses in order to be strictly in line with the adopted budget.
Vice-President, Finance shall receive and safely keep all money and securities of the Parish and shall invest and disburse the same under the direction of the Parish Council;
Vice-President, Finance shall render a statement at the Annual Parish Meeting and at such other times as may be requested by the Parish Council. The annual statement shall be audited by the Auditing Committee (see 3.9.3);
Vice-President, Finance shall keep a complete account of the finances of the Parish which shall be and remain the property of the Parish and which shall be open for inspection at any reasonable time by the Parish Council;
Vice-President, Finance shall prepare and submit, in conjunction with the Parish Council, a proposed budget to the annual meeting for approval;
Vice-President, Finance shall prepare all appropriate financial reports and statements which are to be submitted by the Secretary to the Diocesan Bishop
Vice-President, Finance shall accept, receive and record Parish donations, issue donation receipts accordingly and maintain Voting Member List based on this information.
3.10.3. Vice-President, Operations:
Vice-President, Operations shall act in the place of the President during the latter’s absence;
Vice-President, Operations shall automatically succeed to the office of President in the event of its vacancy;
Vice-President, Operations shall perform such other duties as may be imposed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed from time to time by the Parish Council.
Vice-President, Operations shall sign such contracts, documents or instruments (including cheques) in writing as require his signature and shall have such other powers and duties as may from time to time be assigned to him by the board of directors or as incidental to his office.
3.10.4. Secretary of the Parish Corporation
Secretary shall keep an accurate record of the transactions of all meetings of the Parish Council;
Secretary shall be responsible for posting notice of all Meetings of the Parish and of the Parish Council;
Secretary shall maintain a membership list, in conjunction with the Treasurer, of the Parish which shall contain the address and voting qualifications of each member, and shall record therein the fact and date of termination, if any, of the membership of any such member;
Secretary shall be responsible for cataloguing all adopted resolutions by date, subject and number. Resolution numbers are to be consecutive followed by the year;
Secretary shall submit to the Diocesan Bishop and the District Dean copies of all appropriate reports, lists and Minutes; and
Secretary shall perform such other duties as may be imposed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed from time to time by the Parish Council.
4. THE ANNUAL AND SPECIAL PARISH MEETINGS
4.1. An Annual Parish Meeting shall be held in no earlier than February but no later than April each year for the purpose of reviewing of the life and ministry of the Parish during the previous year, the election of the new members of the Parish Council, and for the transaction of such other business as may come before it. Consideration for the exact date should be based on when Vice-President, Finance and the Auditing Committee are ready to present their reports.
4.2. Special Meetings of the Parish may be called by:
The Rector, or the Parish Council, or the Arch/bishop or his delegate.
By a written request, signed by 33% of the Voting members, submitted to the Rector or the Parish Council. If upon such request is no action taken, the applicants may appeal to the Diocesan Authority.
Such Special Meetings may be held only after a reasonable time has passed to allow for the notification of the Voting Members.
4.3. The Parish Rector shall preside and chair over all Parish meetings;
The Parish Rector may appoint an Officer of the Parish Corporation present (in order of seniority: see 3.1.4) to do so in his stead.
No Parish meetings may be held without notice to the Rector.
4.4. The Annual and any Special meetings are to be announced from the ambo for three consecutive Sundays prior to the meeting itself.
The agenda of all such meetings shall be mailed (e-mailed or hand delivered) to all Voting Members not later than fourteen days prior to the date of the meeting.
In any meeting which has as part of its agenda capital expenditures, the purchase, sale, mortgage, lease or encumbrance of real property of the Parish, or amendment of this Constitution, the notice shall specify the matter or matters to be acted upon at said meeting.
4.5. All matters of Orthodox Christian Faith, morals and practice are outside the competency of jurisdiction of the Parish and Parish meetings, as the Truths of Holy Orthodoxy are entrusted to us by God; canonical ecclesiastical order and administration are outside the competency/ jurisdiction of the Parish and Parish meetings. The Rector has the right to veto such arising discussions.
4.6. Any matter touching upon the person or role of the Parish Rector may only be an Agenda item or topic for discussion with the knowledge and consent of the Arch/bishop. The Arch/bishop or his nominee shall preside at such meeting.
4.7. The List of the Voting Members of the Parish should be revised and adopted by the Parish Council before each Annual or Special Meeting.
4.8. All Parish meetings shall be held on Church premises unless otherwise decided by the Rector and the Parish Council.
4.9. The quorum for an annual parish meeting or Special Parish meetings shall be 33% of the total Voting Membership. In the absence of a quorum, the meeting shall be adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the Voting Members present constitute a quorum.
4.10. A simple majority vote of those Voting Members in attendance at the annual parish meeting or Special Parish Meeting shall be decisive on all matters.
4.11. Amendments to the Parish Constitution or capital expenditures including purchase, sale, mortgage or lease of Parish Church Building require approval of the Diocesan Authority.
4.12. The minutes of all Parish Meetings shall be recorded by the Secretary of the Parish Council (or a person appointed for that purpose), to be signed by the Rector and Secretary and made available to the Arch/bishop and any member so requesting. This record of the minutes shall be kept on the Parish premises.
4.12. All the Parish meetings are open for any person to attend but only Voting Members present in person may vote at Parish meetings. Voting by proxy is not permitted.
4.13. The Sample Agenda of the Annual Parish meeting could be as follows:
Determination of a Quorum;
Minutes of Previous Meeting;
Reports (Rector's, President, Vice-president);
Financial Report (Vice-President, Finance);
Adoption of the Parish Budget;
Election of the Parish Directors and Auditors
Elections to the Archdiocesan Assembly and All-American Council;
4.14. The Sample Agenda of the Special Parish Meeting could be as follows:
1) Opening Prayer;
2) Determination of a Quorum;
3) Statement of Purpose of Meeting;
6) Closing Prayer.
4.15. The election of delegates to the annual Archdiocesan Assembly and other meetings and assemblies shall be subject to the appropriate provisions of the By-laws of the Archdiocese of Canada and the Statute of the OCA.
4.16. The nomination or assignment of delegates or representative to OCA or other assemblies shall be made by the Rector after conferring with the Council, as appropriate.
4.17. The Rector is the intermediary between the Parish and the Archdiocesan Authority, and, in case of his disagreement with one or several decisions of the Parish Meeting, his motivated opinion must be recorded in the minutes and the whole matter submitted to the Arch/bishop. Parishioners may state their motivated opinion, first to the District Dean, then to the Arch/bishops.
4.18. Absentee Voting: Voting by proxy.
According to Canada Not-for-profit Corporations Act, subsection 171(1), the by-laws of a corporation may set out at least one of the methods of absentee voting.
4.18.1. For these purposes, a Voting assign voting privileges to another Voting member (with the following exceptions):
Any employee of the Parish shall be not eligible to act a proxy;
Rector and other members of clergy assigned or attached to the Parish, and their wives, shall be not be eligible to act as a proxy.
4.18.2. Vote by appointing in writing a proxy holder to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy subject to the following requirements:
a proxy is valid only at the meeting in respect of which it is given or any adjournment of that meeting;
a member may revoke a proxy by depositing an instrument in writing executed by the member authorized in writing
at the registered office of the corporation at any time up to and including the last business day preceding the day of the meeting, or an adjournment of that meeting , at which the proxy is to be used, or
with the chairman of the meeting on the day of the meeting or an adjournment of that meeting;
a proxy holder has the same rights as the member by whom they were appointed to speak at a meeting of members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxy holder or an alternate proxy holder has conflicting instructions from more than one member, to vote at such a meeting in respect of any matter by way of any show of hands;
a form of proxy shall:
indicate, in bold-face type:
the meeting at which it is to be used; and
that the member may appoint a proxy holder, other than a person designated in the form of proxy, to attend and act on their behalf at the meeting, and shall contain instructions on the manner in which the member may make the appointment;
contain a designated blank space for a date;
A form of proxy may confer discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting if the form of proxy specifically confers discretionary authority.
5. PARISH PROPERTIES
5.1. TITLE OF OWNERSHIP
5.1.1. The Parish Corporation is the sole beneficial owner of all its properties, assets, and funds, subject to the following Sections of this Article, the Canon Law of the Orthodox Church, the by-laws of the Archdiocese of Canada, Orthodox Church in America, the statute of the OCA, the canonical tradition and practice of the Orthodox Church, and the determination of the Holy Synod of bishops of the OCA.
5.1.2. In administering the Parish Properties, however, the parishioners must always remember the religious nature, purposes and goals of the Parish, and act as trustees of God’s, not man’s, property. The Parish, as the whole Church, serves God and cares for God’s work in the world, and all decisions concerning Parish property must be inspired by that care and by the spiritual needs of the Church.
5.1.3. The Directors of the Parish Corporations are elected to acquire, hold, use and dispose of all property, assets and funds to promote its objectives, and in accordance with the provisions of the Income Tax Act, R.S.C., and pursuant to the provisions of this Constitution and the By-laws of the ARCHDIOCESE OF CANADA.
5.2. SPECIAL BEQUESTS AND GIFTS
As far as possible, all special bequests, gifts, and devices should be used by the Parish for the purpose for which they were made. Such intention shall be received in written form from the donor. In the event that the purpose of such gift, devise, or bequest is not feasible or cannot otherwise be honored, an alternate use may be determined by the Rector and the Council only after consultation with the donor or the estate representative.
This Parish Community is part of the OCA and a subsidiary body of the Archdiocese of Canada, subject to the spiritual, moral, religious and administrative authority of the Arch/bishop of Canada, and to his canonical rights of governance. In the event that the Parish, either as a religious body or as a corporation, should decide to withdraw itself from the spiritual, moral, religious, or administrative authority or Jurisdiction of the Arch/bishop of the Archdiocese, or in any way or manner from the OCA in a violation of a proper canonical procedure and without written consent of the Diocesan Authority, its property and assets shall be disposed of in accordance with the provisions of Section 5.4., below. In the event that a group of members decides to withdraw from the spiritual, moral, religious, or administrative authority or Jurisdiction of the Arch/bishop of the Archdiocese, or in any way or manner from the OCA, that segment of members of the Parish Community which chooses to remain under the jurisdiction and authority of the Arch/bishop of the Archdiocese shall retain full title to all Parish assets and property.
5.4.1. Only the Arch/bishop shall have the power to dissolve, abolish, close, or otherwise alter or change the canonical status of the Parish.
5.4.2. Upon the dissolution or suppression of the Parish, the sacred and untouchable liturgical items, such as the Antimension, the Tabernacle, and the Sacred Vessels shall be delivered directly to the Arch/bishop or his delegate.
5.4.3. Upon the dissolution of the Parish Corporation and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to the Archdiocese of Canada as a charity registered number 134835297RR0001 under the Income Tax Act (Canada).
5.5.1. NO Parish Member or anybody else at any time shall have the right of claim for the refund of any money or assets whatsoever donated or paid by them to the Parish.
5.5.2. No one who has received a receipt for income tax purposes in money or in kind may ask for the return of same, I accordance with the Income Tax Act, Canada.
6. AMENDMENTS, REGULATIONS, AND GENERAL PROVISIONS
6.1.1. This Constitution may be altered or amended by a simple vote of the Voting Members in attendance at the annual parish meeting at which a quorum is present or at a Special Parish Meeting convened for that purpose at which a quorum is present, provided that timely written notice is given to the membership specifying the proposed addition, change, or amendment.
6.1.2. All amended changes, or additions so proposed shall not become effective unless approved by the Arch/bishop.
6.2. AMENDMENTS IN ARCHDIOCESAN BY-LAWS AND THE STATUTE OF THE OCA
Any amendments, changes, or alterations in the By-laws of the ARCHDIOCESE OF CANADA or in the Statue of the OCA as quoted or contained within this Constitution shall be effected within the same immediately upon their approval by the archdiocesan authority.
For matters not covered by this Constitution, the Parish may enact procedures and regulations to meet the need of a particular situation within the Parish. Such additional procedures and regulations must be presented to the Arch/bishop for his approval before they become effective.
6.4. PARISH INSTITUTIONS AND ORGANIZATIONS.
6.4.1. From time to time individually affiliated Parish Organizations may be established or recognized by the Parish for specific purposes deemed compatible with Parish life. Such Organizations shall have the approval of, and are accountable to, the Parish Council.
6.4.2. These organizations include choir, sisterhood, schools, brotherhood, etc. as may be established by the Rector and the Parish Council. They are subsidiaries of the Parish are subject to Parish By-laws.
6.4.3. All funds collected by the subsidiaries are to be deposed to the bank accounts of the Parish. No subsidiary shall spend money without prior approval of the Parish Council. All such donations and expenditures shall be recorded in the financial books of the Parish.
6.4. RUSSIAN TRANSLATION
These Bylaws and any subsequent amendments thereto, will be translated into the Russian language. Although a great effort will be made for the most accurate translation, the English version of the Bylaws will be considered as official in a case of any disputes.
6.6.1. This Constitution was accepted at the first organizational meeting of the Parish, which took place on May 4th, 2014, and shall become effective upon the approval of His Grace, the Right Reverend IRENEE, Bishop of Quebec City, Administrator of the Archdiocese of Canada.
6.6.2. Each member of the Parish shall for all purposes, be bound by the Parish Constitution and shall for all purposes be deemed to know, and to have agreed to be bound by, the same.
6.6.3. Each parishioner who attends the Church services shall be given a copy of the Parish Constitution upon request.