BY-LAWS OF THE SOCIETY OF THE HOLY TRINITY, INC.

 

(as amended 9.23.04)

 

ARTICLE I – NAME

 

Section 1.1.  Name.  The name of this Corporation shall be the Society of the Holy Trinity, Inc., hereinafter referred to as “the Society.”

 

ARTICLE II – PURPOSES

 

Section 2.1. Purposes.  The Society is organized exclusively for the religious and educational purposes listed in the Preamble to the Rule of the Society (hereinafter, “the Rule”), including, for such purposes, the solicitation and distribution of funds as an exempt organization under Section 501 (c) (3) of the Internal Revenue Code of the United States of America (or corresponding provision of any future Internal Revenue Code of the United States).

 

ARTICLE III – GOVERNING DOCUMENTS

 

Section 3.1. The Rule.  The Society is founded and organized on the basis of the Rule.  Any conflict between these By-Laws and the Rule is to be resolved with reference to the Rule.

 

ARTICLE IV – MEMBERSHIP

 

Section 4.1. Eligibility.  Membership is defined in The Rule, Chapter IX, 1.  Members must be ordained ministers in good standing in Lutheran church bodies who are able in good conscience to subscribe to the Rule.  Membership in the Society commences with subscription to the Rule.  Formal subscription to the Rule shall take place only at the annual general retreat.

Section 4.2. Maintaining membership.  Members are expected to attend both general and chapter retreats.  The Society will make every effort to enable members who are not in chapters to attend the annual general retreat.  Members shall pay dues annually on or before a date to be determined by the Council.

Section 4.3. Resignation.  Members may resign from the Society at will, after counseling with their Dean or the Senior.  Members who show no evidence of following or growing into the Rule may be removed from the Society, after consultation and counsel by the Dean and the Senior.

 

ARTICLE V – MEETINGS OF MEMBERS

 

Section 5.1. Annual Meeting.  An annual meeting of the members, hereinafter called the General Chapter, shall be held in conjunction with the general retreat for the purpose of electing officers and transacting such other business as may come before the meeting.

Section 5.2. Date and Place of Meeting.  The General Chapter shall be held each year in a retreat facility approved by the Senior.

Section 5.3. Notice of Meeting.  A written announcement of the General Chapter shall be printed in the newsletter of the Society or sent by regular mail to the members no later than six months prior to the date of the general retreat.

 

ARTICLE VI – OFFICERS

 

Section 6.1. Number and Election.  The officers of the Society shall be the Senior, the Vicar, the Secretary, and the Bursar.  The officers shall be elected or appointed according to the provisions of The Rule, Chapter IX.

Section 6.2. Duties.

a.  Senior.  In addition to the duties spelled out in The Rule, Chapter IX, the Senior shall be the chief executive officer of the Society.  The Senior shall preside at all meetings of the General Chapter and Council of the Society (see Article VII).  The Senior shall have general supervision over the affairs of the Society and over the other officers.  The Senior shall sign all written contracts of the Society.  The Senior shall appoint committees.

b.  Vicar.  The Vicar shall perform duties in subsection a. of this Article in the absence or disability of the Senior.  In addition, the Vicar shall perform duties and assignments as may from time to time be delegated by the Senior.

c.  Secretary.  The Secretary shall provide that all minutes of all meetings of the Members and the Council of the Society are adequately kept, and that an accurate membership roster is maintained.  The Secretary shall receive notification of those who have subscribed to The Rule, and collect the annual dues from the members.  The Secretary shall take charge of registrations for the general retreat.

d.  Bursar.  The Bursar shall have custody of the general fund of the Society and pay all bills.

 

ARTICLE VII – THE COUNCIL OF THE SOCIETY

 

Section 7.1. Composition and Purpose of the Council.  The Council of the Society shall be the officers and Deans of chapters (see The Rule, Chapter IX).  Members-at-large involved in the formation of new chapters may be invited by the Senior to participate in the deliberations of the Council until Deans have been elected by those Chapters.  The Council shall serve as the Board of Directors of the Society.

Section 7.2.  Annual Meeting.  An annual meeting of the Council shall be held no later than six months after the general retreat at a site determined by the Senior.

Section 7.3. Other Meetings.  The Council may meet at other times at the request of the Senior.  Such meetings may be by teleconference, telefax, e-mail, or instant messaging.

Section 7.4. Business of the Council.  The Council shall evaluate the previous annual retreat and assist the Senior in the planning of the next annual retreat.  The Council shall determine travel equalization and set the amount of annual dues of the members.  The Council shall establish an annual operating budget and make provision for the finances of the Society.  Proposed budgets and audited financial statements shall be made available to the members at the General Chapter.

Section 7.5. Consensus of the Society.  As far as possible, the Society shall seek consensus in its affairs.  To this end, the Deans shall solicit the view of members of their chapters and report back to their chapters decisions made by the Council, and the Senior shall do the same with members-at-large who are not in chapters.

 

ARTICLE VIII – FISCAL YEAR

 

Section 8.1. Fiscal Year.  The fiscal year of the Society shall begin on the first day of July and end on the 30th day of June in each year.

 

ARTICLE IX – ADOPTION AND AMENDMENT OF THE BY-LAWS

 

Section 9.1. Adoption of the By-Laws.  The By-Laws of the Society shall be adopted by consensus of the members gathered for the General Chapter.

Section 9.2. Amendment of the By-Laws.  Any proposal of amendment of the By-Laws shall be discussed first by the Council of the Society and shall then be sent to the chapters and members by first class mail for their consideration before the next General Chapter meeting.  The By-Laws may be amended by two-thirds majority vote of the members present and voting at the General Chapter.

 

These By-Laws were adopted by the General Chapter of the Society of the Holy Trinity meeting in General Retreat in Marriottsville, MD, September 17-19, 2001.