By-Laws of

GOOD SHEPHERD EPISCOPAL CHURCH

Silver Spring, Maryland

As amended February 6, 2005

ARTICLE I Section 1. Qualification of Voters. In accordance with Canon Law and the Maryland Vestry Act, individuals shall be qualified to vote at parish meetings if they meet the following requirements: (a) Being a member in good standing; this meaning to be a member of the Episcopal Church, that is, a person who has received the Sacrament of Holy Baptism with water in the Name of the Father, and of the Son, and of the Holy Spirit, whether in this Church or in another Christian Church, and whose Baptism has been duly recorded in this Church; and who regularly participates in the public worship of the Church as attested by the Rector, or by the Senior Warden in the Rector’s absence; (b) being at least 18 years of age; (c) having been a contributor of record for a significant period preceding the meeting of the parish (“contributor of record” is one who has made a significant contribution to the finances or activities of this Church during the year as determined by the Rector, or Senior Warden in the Rector’s absence); and (d) having been enrolled as a qualified voter for not less than 30 days prior to the meeting.

ARTICLE I Section 2. Procedure for Qualification of Voters. The Rector or the Senior Warden in the Rector’s absence shall publish a list of qualified voters for the annual parish meeting not later than November 1st of each year. Any challenges to that list must be submitted to the Rector not later than December 1st for referral to the Vestry. In the event of challenges, the Vestry will determine whether or not the individual(s) is/are qualified by majority vote at a Vestry meeting to be held no later than one month before the scheduled annual parish meeting. The list so determined will be in force until the following December when that year’s list will have been drawn up and subjected to the same procedure. If a special parish meeting is scheduled after the annual meeting and if the Rector or Senior Warden in the Rector’s absence shall deem that there is sufficient time (approximately two and a half months) to carry out the procedure described above, a new list may be published and reviewed in the prescribed manner. Such action shall not, however, cancel or postpone the annual procedure beginning not later than November 1st.

ARTICLE I. Section 3. Qualification for Office Holders. Any qualified voter (as defined in Article I, Section 1) who actively participates in the life and worship of the Parish and regularly receives the Eucharist may be eligible for election as Warden, member of the Vestry, Diocesan Delegate, or Alternate Delegate.

ARTICLE I. Section 4. Parish Meetings. (a) Annual Meetings. The annual Parish Meeting shall be called on or about the first of February or any of the thirty days thereafter. The Rector will introduce the Senior Warden who will, as appropriate, conduct the election of officers and such other parish business as necessary. (b) Special Meetings. Special meetings may be called by (i) The Rector; or (ii) At least 51% of the elected members of the Vestry; or (iii) At least 25% of the voting members of the Parish. (c) Notices of Meetings. Notice of the place, day, hour, and purpose of any Annual or Special Meeting shall be made known to all voting members of the Parish at least seven days prior to the Meeting. At least 30 days notice shall be given of any proposed change to the By-Laws to be presented for action at a Meeting. (d) Presiding Officer. The Rector shall preside at all meetings of the Parish. If the Rector does not preside, or is absent, the Senior Warden shall preside, otherwise the Junior Warden, otherwise a member selected by the Vestry, otherwise another member selected by the Meeting.

ARTICLE I. Section 5. Quorum. Ten percent (10%) of the parish members as established by Section 1 shall constitute a quorum. A majority of the quorum present shall be necessary for the adoption of any matter voted upon by the members except that a two-thirds majority shall be required for any change in the By-Laws.

ARTICLE II. Section 1. Composition of the Vestry. The Vestry shall consist of the Rector and eleven (11) Parish members. Those eleven members shall include a Senior Warden and a Junior Warden, all to be elected by the Parish.

ARTICLE II. Section 2. Terms of Office. The term of office for a Senior Warden and a Junior Warden shall be two (2) years and for other Vestry members, three (3) years. No Warden elected at an annual meeting shall be reelected to the same office for a period of one (1) year; however, a Warden appointed to fill an unexpired term may be elected to a successive full term. Upon the expiration of two (2) consecutive full terms of office, i.e., two three-year terms or a total of six consecutive years, no Vestry member shall be reelected to the Vestry for a period of one (1) year. However, any person may serve consecutive terms as Senior Warden, Junior Warden, and Vestry member (not necessarily in the order named), but shall not thereafter hold office as a Warden or as a Vestry member for a period of one (1) year. In no case shall the consecutive service exceed ten (10) years. The term of office for an Elected Delegate or an Alternate Delegate shall be two (2) years. Upon the expiration of two (2) consecutive full terms of office, i.e., two two-year terms or a total of four consecutive years, no Delegate shall be reelected as a Delegate for a period of one (1) year.

ARTICLE II. Section 3. Arrangement of Terms. The Senior Warden shall be elected on the even year and the Junior Warden on the odd year. The terms of Vestry members shall be so arranged that three full-term members are elected at each annual meeting.

ARTICLE II. Section 4. Quorum of the Vestry. At both regular and special meetings of the Vestry, a majority of the Vestry members (i.e., seven) shall constitute a quorum for the transaction of business. ARTICLE II. Section 5. Presiding Officer at Vestry Meetings. The Rector shall have the right to preside at all Vestry meetings. If the Rector does not preside, or is absent, the Senior Warden shall preside, otherwise the Junior Warden, otherwise another member selected by the Vestry.

ARTICLE II. Section 6. Committees. The Vestry may appoint Committees, each of which shall include two or more Vestry members. Committees appointed by the Vestry shall exercise such authority of the Vestry in the management of the Parish as the Vestry shall delegate, but shall not relieve the Vestry of any responsibility imposed upon it by civil or canon law. This paragraph does not limit the inherent authority of the Rector to appoint committees to assist in the Rector’s ministry to the Parish.

ARTICLE III. Section 1. Nominations for Vestry, Senior Warden, Junior Warden, Diocesan Delegates and Alternate Delegates. The Senior Warden shall appoint a Nominating Committee, consisting of three (3) members of the Vestry and two (2) members of the parish who are not Vestry members, at least sixty (60) days prior to the annual Parish Meeting. The Nominating Committee shall nominate at least one person for each position of Senior Warden and Junior Warden, and if possible at least two (2) persons for each other position. No person shall be nominated without his or her consent. The nominees’ names shall be communicated to the Parish at least thirty (30) days prior to the annual meeting. Additional nominations may be received from the floor at the meeting.

ARTICLE III. Section 2. Election of Vestry, Senior Warden, Junior Warden, Diocesan Delegates and Alternate Delegates at the Annual Parish Meeting. (a) The Nominating Committee shall announce its candidates. (b) Additional candidates can be nominated from the floor, provided that no person is nominated without his or her consent. (c) Voting shall be by secret ballot, and each person shall vote in person and not by proxy. (d) In the event that an eligible voter is unable to attend the meeting due to illness or emergency verified by the Rector, or the Senior Warden in the Rector’s absence, a ballot containing the names of the candidates nominated by the Nominating Committee may be provided to the voter, and the voter may cast an absentee ballot by returning the completed ballot by mail or by other delivery to reach the Church Office by noon of the day of the parish meeting. (e) The Chairman of the meeting (the Rector or his/her designee, who must be a qualified voter, in the absence of the Rector) shall appoint three (3) tellers to tally the votes, and none of these tellers shall be candidates for election to the office(s) for which the vote is being counted. The Chairman shall not vote except in the case of a tie. (f) Election of the Senior Warden or Junior Warden shall be held first. Unsuccessful candidates for each office shall automatically become candidates for the Vestry, if not already a Vestry member. If no candidate receives a majority on the first ballot, a second ballot shall be cast, with the candidates being the two who received the highest number of votes on the first ballot. (g) Election of the Vestry shall be by plurality vote. On the first ballot, each member must vote for a number of candidates equal to the number of available terms. The candidates with the greatest number of votes will be elected to full terms. The candidates with the next highest number of votes will be elected to the longest unexpired terms in order, until all vacancies have been filled. Runoff ballots shall be taken as necessary to decide tie votes, with the Chairman of the meeting voting to resolve a tie between two final candidates. (h) In the event that a Senior or a Junior Warden is elected from the present Vestry, the unexpired term shall be filled by election at the same annual Parish Meeting. (i) The election of Diocesan Delegates and Alternate Delegates to which the Parish might be entitled shall be held next. Elected Delegates and Alternate Delegates shall serve for two (2) years. If two or more Delegates are authorized, then at least one Delegate and one Alternate Delegate shall be elected each year.

ARTICLE III. Section 3. Filling Vacancies for Office. Vacancies that occur among Vestry members, Delegates, or Alternate Delegates between annual Parish Meetings shall be filled by appointment of the Vestry with appointees to serve until the election at the next annual meeting. If a vacancy occurs in the office of Senior Warden or Junior Warden, the Vestry shall appoint a person to serve until the next scheduled election for that office, i.e., the annual parish meeting in an even numbered year for Senior Warden, and in an odd numbered year for Junior Warden.

ARTICLE IV. Section 1. Appointing a Treasurer. The Vestry shall annually appoint a treasurer. The Treasurer is charged with the orderly collection and disbursement of parish funds under the direction of the Vestry and shall make a report at each regular monthly meeting of the Vestry of all financial transactions and of the financial state of the parish.

ARTICLE IV. Section 2. Other Duties of the Treasurer. The Treasurer shall perform such other duties as may be assigned by the Vestry and which are required of a Treasurer of a parish by the Maryland Vestry Act of 1798, as now or hereafter amended, and by the Constitutions and Canons of the General Convention of the Protestant Episcopal Church in the United States of America and of the Convention of the Diocese of Washington. ARTICLE IV. Section 3. Appointing a Secretary. The Vestry shall annually appoint a Secretary who may or may not be a member of the Vestry. The Secretary is charged with keeping the record of all voting members of the Parish, and with keeping and publishing the Minutes of all Vestry meetings.

ARTICLE IV. Section 4. Other Duties of the Secretary. The Secretary shall perform such other duties as may be assigned by the Vestry and which are required of a Secretary of a parish by the Maryland Vestry Act of 1798, as now or hereafter amended, and by the Constitutions and Canons of the General Convention of the Protestant Episcopal Church in the United States of America and of the Convention of the Diocese of Washington.

ARTICLE V. Section 1. Amendments to By-Laws. These By-Laws may be amended at any annual or special meeting of the parish by a vote of two-thirds of the qualified voters present at such meeting, provided that notice of any proposed amendment together with an explanation of the proposed amendment shall be given by the Vestry to the qualified voters of the parish at least thirty days prior to said meeting, and provided, further, that such amendments proposed shall not conflict with existing law, the canon laws of the Diocese of Washington, and the General Convention.