N.Y. Religious Corporations Law § 42: Corporate trustees, vestry; powers and duties thereof

§ 42. Corporate trustees, vestry; powers and duties thereof. No

meeting of the vestry or trustees of any incorporated Protestant

Episcopal parish or church shall be held unless either all the members

thereof are present, or three days' notice thereof shall be given to

each member thereof, by the rector in writing either personally or by

mail, or, if there be no rector or he be incapable of acting, by one of

the churchwardens; except that twenty-four hours' notice of the first

meeting of the vestry or trustees after an annual election shall be

sufficient, provided such meeting be held within three days after the

election. In the event of the rector of a parish or church refusing or

neglecting to call a meeting of the vestry or trustees of any

incorporated Protestant Episcopal church, on the written request of

two-thirds of all the wardens and vestrymen of the parish, the clerk of

the vestry shall call a meeting of the same by giving at least fifteen

days' written notice to be served on each member of the vestry

personally; if personal service cannot be had, then upon such member by

mailing the notice to his last known place of residence. To constitute

a quorum of the vestry or board of trustees, there must be present

either:

1. The rector and at least a majority of the whole number of wardens

and vestrymen, or

2. One churchwarden and one more than a majority of the vestrymen or

both churchwardens and a majority of the vestrymen, or

3. If the rector be absent from the diocese and shall have been so

absent for over four calendar months, or if the meeting be called by the

rector and he be absent therefrom or be incapable of acting, one

churchwarden and a majority of the vestrymen, or both churchwardens and

one less than a majority of the vestrymen. But if there be a rector of

the parish, no measure shall be taken, in his absence, in any case, for

effecting the sale or disposition of the real property of the

corporation, nor for the sale or disposition of the capital or principal

of the personal property of the corporation, nor shall any act be done

which shall impair the rights of such rector. The presiding officer of

the vestry or trustees shall be the rector, or if there be none, or he

be absent, the churchwarden who shall be called to the chair by a

majority of the votes, if both the churchwardens be present; or the

churchwarden present, if but one be present. At each meeting of the

vestry or trustees each member thereof shall be entitled to one vote.

The vestry shall have power to fill a vacancy occurring in the office of

a churchwarden or vestryman by death, resignation or otherwise than by

expiration of term, until the next annual election, at which, if such

vacancy would continue thereafter, it shall be filled for the remainder

of the unexpired term. If vacancies exist in the offices of

churchwardens or vestrymen in such number that a quorum of the vestry or

board of trustees is not in office at any time, the rector shall

forthwith call a special election for the filling of such vacancies. If

there be no rector, the churchwarden longest in office shall call such

special election. Notice of such special election shall be read by the

rector, or if there be none, or he be absent, by the officiating

minister or by one of the churchwardens, on the Sunday next preceding

such election, in the time of divine service. If for any reason the

usual place of worship of the parish be not open for divine service on

such Sunday such notice shall be posted conspicuously on the outer door

of the place of worship for one week next preceding the election. Such

notice shall conform to that required for an annual election. The

provisions of section forty-three of this chapter relating to annual

elections shall apply to such special election, except as inconsistent

herewith. Such vacancies shall be filled at such election for the

remainder of the unexpired terms. The vestry may, subject to the canons

of the Protestant Episcopal church in the United States, and of the

diocese in which the parish or church is situated, by a majority vote,

elect a rector to fill a vacancy occurring in the rector-ship of the

parish, and may fix the salary or compensation of the rector.