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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF PARISH OF ST. ANDREWS RUSSIAN ORTHODOX CHURCH, INC.

This Amended and Restated Certificate of Incorporation of the Parish of St. Andrew's Russian Orthodox Church, Inc., a Florida non-profit Corporation, amends and restates the Certificate of Incorporation dated December 12, 1951, said Certificate of Incorporation having been approved by the Honorable Victor O. Wehle, Judge of the Circuit Court of the Sixth Judicial Circuit of the State of Florida in and for Pinellas County, Florida on December 15, 1991, as previously amended on March 5, 1996, and is hereby amended and restated in its entirety as follows:

1. The parish shall bear the name PARISH OF ST.ANDREWS RUSSIAN ORTHODOX CHURCH, INC.. It constitutes a non-profit corporation organized according to section 617.0302 of Florida Statutes.The parish of St. Andrew Stratilat, The Martyr, is a Russian Orthodox parish that is under the omoforon of a canonical Orthodox bishop and recognizes his spiritual power and authority.

2. It shall be the aim of the parish to unite the believers around the parish church on the basis of the teachings, the canons, the traditions and the rules of the Russian Orthodox Church for the satisfaction of the religious needs and moral benefits of its members.

3. It shall be the object of the parish to mutually assist the believers, forming part thereof and united in the Faith in Christ our Savior, by means of prayers, sacraments, Christian teaching and Christian discipline, in attaining salvation through the participa­tion in sacraments and Christian enlightenment, worthy life and Christian charity. Accordingly, the immediate aims of the parish shall embrace:

(a) the care of the church and its adornment;

(b) the maintenance of the clergy;

(c) the economic prosperity of the parish and the care of the needs of the church, the clergy and all parish institutions and social needs;

(d) charitable work, and

(e) educational work in the spirit of the Orthodox Church.

4. In conjunction with the parish church there shall be a clergy of not less than two members, viz. the pastor and the deacon, or the psalmist-preceptor, who shall receive subsistence from the parish. The pastor is elected at a parish meeting. All other clergy shall be appointed by the Parish Council. The number of the members of the clergy may be increased or reduced by the Parish Council in accordance with the financial situation and needs of the parish.

5. The pastor shall be the immediate supervisor of the parish and he shall be held responsible for its welfare before the diocesan authorities.

6. Nothing in the By-Laws or any actions of the parish members or trustees, expressly or implicitly creates a trust or impressed trust or implied trust for any other corporation, or for any ecclesiastical authority or hierarchy. The structure of the corporation is congregational in nature.

7. The Corporation, in conformity with the laws of the State of Florida and of the United States of America, shall be governed exclusively by the canons, rules, regulations and usages of the Orthodox Church as well as by the Laws of the State of Florida and the United States of America; and the members of the Church Parish Council, by majority vote, shall determine with which ecclesiastical jurisdictions or hierarchies, if any, to be associated.

8. The Corporation shall have perpetual existence.

9. The Corporation shall be managed by the Church Parish Council,which shall consist of :

(a) The Pastor of the parish who by virtue of his office shall be the President of the Church Parish Council;

(b) the Church Warden;

(c) the President or the Sister Superior of the Sisterhood organized in conjunction with the parish and functioning under the supervision of the pastor pursuant to a special state on Sisterhoods, ratified by the diocesan authorities;

(d) the Treasurer;

(e) the Secretary;

(f) Staff members of the clergy;

(g) Lay members in the number decided by the Annual Meeting.

10. The By-Laws of the Corporation shall be adopted and may be altered or rescinded as therein provided.

IN WITNESS WHEREOF, the foregoing was adopted by the membership at a meeeting called for that purpose, on January 25, 2009. _______________                             

                                                                                                                       
 Adopted by Annual Parish Meeting 01/25/2009

                                                                                                                     
AMENDED AND RESTATED
BY-LAWS OF PARISH OF ST. ANDREWS RUSSIAN ORTHODOX CHURCH, INC.

1. The parish shall bear the name PARISH OF ST.ANDREWS RUSSIAN ORTHODOX CHURCH, INC. It constitutes a non-profit corporation organized according to section 617.0302 of Florida Statutes. The parish of St. Andrew Stratilat, The Martyr, is a Russian Orthodox parish that is under the omoforon of a canonical Orthodox bishop and recognizes his spiritual power and authority.

2. It shall be the aim of the parish to unite the believers around the parish church on the basis of the teachings, the canons, the traditions and the rules of the Russian Orthodox Church for the satisfaction of the religious needs and moral benefits of its members.

 PART 1 General Provisions, Jurisdiction, Clergy

3. It shall be the object of the parish to mutually assist the believers, forming part thereof and united in the Faith in Christ our Savior, by means of prayers, sacraments, Christian teaching and Christian discipline, in attaining salvation through the participa¬tion in sacraments and Christian enlightenment, worthy life and Christian charity. Accordingly, the immediate aims of the parish shall embrace:

(a) the care of the church and its adornment;

(b) the maintenance of the clergy;

(c) the economic prosperity of the parish and the care of the needs of the church, the clergy and all parish institutions and social needs;

(d) charitable work, and

(e) educational work in the spirit of the Orthodox Church.

4. In conjunction with the parish church there shall be a clergy of not less than two members, viz. the pastor and the deacon, or the psalmist-preceptor, who shall receive subsistence from the parish. The pastor is elected at a parish meeting. All other clergy shall be appointed by the Parish Council. The number of the members of the clergy may be increased or reduced by the Parish Council in accordance with the financial situation and needs of the parish.

5. The pastor shall be the immediate supervisor of the parish and he shall be held responsible for its welfare before the diocesan authorities.

6. Nothing in the By-Laws or any actions of the parish members or trustees, expressly or implicitly creates a trust or impressed trust or implied trust for any other corporation, or for any ecclesiastical authority or hierarchy. The structure of the corporation is congregational in nature.

7. The Corporation in conformity with the laws of the State of Florida and of the United States of America, shall be governed exclusively by the canons, rules, regulations and usages of the Orthodox Church as well as by the Laws of the State of Florida and the United States of America; and the members of the Church Parish Council, by majority vote, shall determine with which ecclesiastical jurisdictions or hierarchies, if any, to be associated.

PART 2 Parishioners and Parish Members

8. All Orthodox Christians of both sexes, regardless of their nationality, who have reached the age of 18 years, who pay the established membership dues, who make their confession and take Holy Communion not less than once a year, and who take care of the moral and economic welfare of the parish may become parish members.

 9. All parish members shall be recorded by the Secretary of the Church Parish Council in a special register. The membership enrollment shall be made by the Church Parish Council pursuant to written application.

10. All parish members, who regularly pay the membership dues and other obligatory dues adopted by the Parish meetings, shall have the right to participate with a decisive vote in all parish meetings, to elect parish officials and to be elected to parish offices.

11. Parish members who shall be found disloyal to the Canons of the Church, as interpreted by the Parish Council and to their parish; or who deliberately neglect Church rules and obstruct lawfully adopted resolutions of the parish meetings and the instructions of the Church Parish Council, as well as those who shall have violated the good order and decorum in the church or who shall be found engaged in some ignoble occupation may be excluded from parish membership by decision of the Church Parish Council . The said persons may be restored in their rights by decision of the Church Parish Council provided they repent and prove by their ways of living and behavior their moral rectitude.

 PART 3 Managing Organs and Officers

12. The following shall be managing organs:

 A. The general meeting of the members of the parish, hereinafter called parish meetings;

B. The Church Parish Council;

C. The Auditing Committee.

A. PARISH MEETINGS

13. Parish meetings shall be:

1) Annual and

2) Extraordinary.

14. Voting by a written proxy is allowed on the questions announced in the agenda.

Annual Parish Meetings

15. The time for the convening of the Annual Parish Meeting shall be fixed by the Church Parish Council. Not later than three weeks prior to the Annual Parish Meeting the Church Parish Council shall mail notices on the convening thereof together with the agenda. In addition thereto, the pastor, prior to the Annual Parish Meeting, shall announce its convocation from the steps before the altar on three successive Sundays after the divine service.

16. The pastor, or in case of his absence or illness, a priest substituting for him, shall preside over the Annual Parish Meeting. The Vice-President shall be elected by the meeting from among the laymen. When a matter is deliberated upon which pertains to the pastor personally as well as when candidates to the members of the staff clergy are elected, it shall be obligatory that another person appointed by the meeting, presides over the meeting.

17. The following shall be within the competency of the Annual Parish Meeting:

(a) election of the Warden, the members of the Church Parish Council, the Auditing Committee;

(b) examination of the report of the Church Parish Council on the activities of the parish during the expired year;

(c) examination and ramification of the Warden’s and Treasurer’s reports;

(d) examination and ramification of the report of the Auditing Committee and the financial estimate for the forthcoming year;

(e) determining of the amount of the membership dues and other items of self –taxation;

(f) Amendment of the By-Laws of the parish.

18. The Annual Parish Meeting shall be considered valid in the presence of a quorum of one half of the parish members.

19. If by the time scheduled for the meeting the parish members fail to constitute the required quorum, another Annual meeting shall be convened one hour later on the same day. This meeting shall be considered valid in the presence of any number of attending members.

20. All matters shall be decided by simple and open majority vote. However, should any one of those present demand secret balloting, his request shall be honored, In case of a tie the vote of the pastor or the person empowered by him to preside over the Annual Parish Meeting shall prevail.

21. The Secretary of the Church Parish Council shall keep the minutes of the Annual Parish Meeting and he shall record all the decisions adopted thereat together with the dissenting opinions, should any be expressed by the participants in the meeting.

22. The minutes of the Annual Parish Meetings, after having been adopted by an editing committee elected by the meeting, shall be submitted not later than seven days thereafter by the pastor of the parish to the Church Parish Council for ratification.

Extraordinary Parish Meetings

23. Extraordinary Parish Meetings, if necessary, may be convened”

(a) by the pastor of the parish;

(b) by the Church Parish Council;

(c) at the request of the Auditing Committee;

(d) pursuant to a written request of not less than one-third of the parish members submitted to the Church Parish Council.

24. All the provisions of the By-Laws pertaining to the convening of the Annual Parish Meetings (13 and (18) and the keeping of the minutes (19) and (20) shall be likewise applicable to the Extraordinary Parish Meetings.

25. Only such matters shall be within the competency of an Extraordinary Parish Meeting as are specified in the notice convening same.

B. THE CHURCH PARISH COUNCIL

26. The Church Parish Council shall be composed of:

(a) The Pastor of the parish who by virtue of his office shall be the President of the Church Parish Council;

(b) the Church Warden;

(c) the President or the Sister Superior of the Sisterhood organized in conjunction with the parish and functioning under the supervision of the pastor pursuant to a special state on Sisterhoods, ratified by the diocesan authorities;

(d) the Treasurer;

(e) the Secretary;

(f) Staff members of the clergy;

(g) Lay members in the number decided by the Annual Meeting

27. All the officials enumerated in Par. 25, with the exception of the Pastor and the staff members of the clergy as well as the Senior Sister of the Sisterhood selected by the latter shall be elected by the Annual Parish Meeting for a term of one year. All the said officers, with the exception of the Pastor and the staff members of the clergy, shall perform their duties free of pay. The Church Warden shall be elected for a term of three years.

28. The following shall be within the competency of the Church Parish Council:

(a) adornment of the parish church and the safety of the entire church property;

(b) compensation of the clergy;

(c) collection of membership dues and other items of the members’ self-taxation;

(d) keeping of the parish books and of the lists of confessors;

(e) care of organizing the church choir under the direction of an experienced percent or;

(f) care of the educational and charitable work of the parish;

(g) decision as to which ecclesiastical jurisdiction, and bishop, if any, to be associated with;

(h) dealing on behalf of the parish with civil authorities in connection with all matters involving the parish;

Members of the Church Parish Council

29. The Members of the Church Parish Council shall:

1. Participate in all the meetings of the Church Parish Council;

2. Be assistants of the Pastor and the Church Warden;

3. Perform special duties conferred on them by the Pastor and by the Church Parish Council;

4. In case of illness or temporary absence of some officer, they shall, by order of the Pastor, perform the duties of the absent officer.

Meetings of the Church Parish Council

30. The meetings of the Church Parish Council shall be convened by the order of the Pastor not less than once a month.

31. At the meetings of the Church Parish Council all matters shall be decided by simple majority vote while in case of a tie the vote of the Pastor, or the person presiding over the meeting pursuant to his instruction, shall prevail.

32. The Secretary of the Church Parish Council shall keep the minutes of its meetings and he shall record them in a special book therefore.

C. THE AUDITING COMMITTEE

33. The Auditing Committee shall be comprised of three members elected by the Annual Parish Meeting for a term of one year.

34. By order of the Pastor the Auditing Committee shall begin its work not later than two weeks prior to the date fixed for the Annual Parish Meeting.

35. The following shall be the duties of the Auditing Committee:

1. The verification of the entire Treasurer’s accounting and of the report compiled by him on the status thereof to the Annual Parish Meeting and the Church Parish Council.

2. The compilation of the findings on the verification of the accounting and of the report referred to in section one of this paragraph.

3. The submission of the findings referred to in section two of this paragraph to the Annual Parish Meeting.

4. The recommendation to the Annual Parish Meeting regarding any desirable change in the method of the keeping of the Treasurer’s accounting.

36. In conjunction with the parish there may be established a Sisterhood. It’s Chairman or Sister Superior, being guided in her work by the instructions of the Pastor and by the Statute on the Sisterhoods, shall:

1. Take care, together with the other sisters, of the cleanliness of the church, the vestments and other objects in the sacristy;

2. Take an immediate part in the organization of the charitable work of the parish;

3. Take charge of the refectory and the household connected therewith;

4. Guide and coordinate the work of the members forming part of the Sisterhood.

PART 4 PARISH OFFICERS

The Pastor

37. The Pastor of the parish shall:

1. Conduct the divine services and ceremonies according to the Orthodox rite;

2. Instruct the parish members and those attending church in the rules of the Orthodox Faith and devotion;

3. Instruct the children in catechism;

4. Endeavor to uplift the spiritual and moral level of the members of the parish;

5. Preside over all parish meetings and all meetings of the Church Parish Council;

6. Supervise, with the assistance of the Church Warden, the adornment of the parish church;

7. Have general supervision of the work of the Church Parish Council and that of the Church Warden;

8. Keep parish registers and issue copies of the records there from;

9. Communicate on behalf of the parish with the authorities in connection with all matters involving the church;

10. Be responsible for the welfare of the parish;

11. Keep the church seal;

12. Supervise the execution of all decisions of the Annual and Extraordinary parish meetings and those of the Church Parish Council.

Members of the Clergy

38. The members of the clergy, being the immediate assistants of the Pastor in the performance of his religious duties and in his educational work among the parish members and those attending church, shall:

1. Participate in all the meetings of the Church Parish Council as well as in the Annual and Extraordinary parish meetings;

2. Perform special duties conferred on them by the Pastor.

The Church Warden

39. The Church Warden, being the immediate assistant of the parish Pastor with respect to economic matters; shall be directly responsible for the safekeeping of the church property. In addition he shall:

1. See to it that good order be observed in the church during divine services;

2. Take charge of the sale of candles;

3. Keep track of the monetary receipts and disbursements of the parish;

4. Take the duly prescribed oath when he is newly elected.

The Treasurer

40. The duties of the Treasurer shall comprise:

1. The keeping of the parish receipts and disbursements ledgers in the form prescribed by the diocesan authorities;

2. The keeping of the parish funds in a manner prescribed by the Church Parish Council;

3. The disbursement, under the control of the Church Warden, of the parish monetary sums;

4. The compilation of the financial estimate and of the annual financial report for their submission to the Church Parish Council and the Annual Parish Meeting;

5. The submission of the entire monetary accounting to the Auditing Committee.

The Secretary

41. The duties of the Secretary shall comprise:

1. The pursuance, under the direction of the Pastor, of all correspondence on behalf of the Church Parish Council;

2. The keeping of the minutes of the Annual and Extraordinary Parish Meetings as well as those of the Church Parish Council;

3. The mailing of notices convening all parish meetings and the meetings of the Church Parish Council;

4. The keeping of the lists and addresses of the parish members;

5. The preparation, under the direction of the Pastor, of the reports to the Annual and Extraordinary parish meetings.

PART 5 Parish Property

42. The following shall be the property of the parish:

(a) The church building with all its appurtenances as well as churches, oratories and chapels annexed to the parish church;

(b) Everything that is donated to the church and brought to God’s altar, for instance: articles needed for church use;

(c) Personal and real property donated for the adornment of the church;

(d) Monies received by the parish from different sources: candle-sales profits, jug and plate monies, residues of profits, income derived from estate and quitrent, and from the sale of plots in parish cemeteries and various sundry incomes;

(e) Personal and real property and capital funds specifically donated or bequeathed to the church for its benefit or to its ownership, even though with a special designation for charitable and educational needs of the parish or the maintenance of the clergy.

(f) Voluntary payment;

(g) Plate collection within the boundaries of the parish;

(h) Voluntary collections under subscription lists;

(i) Voluntary donations in kind by the parishioners;

(j) Incomes from real estate owned by the parish;

(k) Collections made by decision of the general Parish Meetings.

43. The management of the parish property and the capitals shall be vested in the Church Parish Council.

44. Monetary funds, incomes and receipts, belonging to the church shall be disbursed in accordance with the budget adopted by the Annual Church Parish Meeting.

45. Parish property of every kind may be acquired, sold, alienated, exchanged, mortgaged, leased and ceded for building purposes either by the decisions of the Parish Meetings or Church Parish Council within the limits of its authority given by the Parish Meetings.

46. In order to rationalize the management of parish property and conduct charitable, religious and educational activities the parish may establish Parish of St. Andrews Russian Orthodox Charitable Trust.

47. All parish funds, as these are being received, shall be deposited by the Treasurer to the current account of the parish with a bank pursuant to the direction of the Church Parish Council.

48. By decision of the Church Parish Council, for meeting current expenses, the Treasurer may be allowed to keep a certain amount of money in the form of cash subject to accounting, the sum of which shall be determined by the Church Parish Council.

49. All checks shall be signed by at least two persons: the Pastor and the Church Warden, or the Treasurer, or in the absence of one of them, by the Secretary. The Church Parish Council shall authorize the signing of the checks by the said persons, and notice to this effect shall be given to the bank. The church seal shall be affixed to the checks.

PART 6 Amendment of the Parish By-Laws

50. Amendments of these By-Laws may be made, if warranted by local conditions, not otherwise than with the consent of 2/3 of the parish members at a lawfully convened Annual or Extraordinary Meeting.

51. The suggested text of the paragraphs of the By-Laws, which it is proposed to amend, shall be distributed to the parish members not less than ten days prior to the meeting of the members at which such amendments are to be considered.

PART 7 Closing of the Parish

52. The closing of the parish can take place not otherwise than subject to the method set forth in Paragraph 47 of these By-Laws. All tangible and intangible assets of the parish shall be sold and the proceeds are evenly distributed among the parish members.

 


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