Constitution of the Episcopal Diocese of Western Louisiana

BE IT KNOWN, that on this the 7th day of November 1979, before me, Dorothy Bergeron, a Notary Public, duly commissioned and qualified in and for the Parish of Rapides, State of Louisiana, therein residing, and in the presence of the undersigned witnesses, PERSONALLY CAME AND APPEARED: Richard B. Sadler, Jr., a citizen and resident of Rapides Parish, Louisiana, appearing herein individually and as agent and attorney-in-fact for the following: The Very Reverend J. Frederick Patten, Mr. Arthur L. Gayle, Jr., Colonel Charlie C. Eby, the Reverend Foster L. Chambers, Ms. Caroline S. Hollins, the Very Reverend W. D. Kellner, Mr. Robert Harwell, and Mr. Henry E. Blake, who declared:


ARTICLE I, NAME AND TITLE

The name and title of this Corporation shall be "THE EPISCOPAL DIOCESE OF WESTERN LOUISIANA," a non-profit Corporation.


ARTICLE II, PURPOSES

The object and purposes of this Corporation are hereby declared to be:

(a) To propagate and disseminate the Gospel of the Lord Jesus Christ, and to provide for and maintain the worship of Almighty God, the administration of the Sacraments, and other rites and ceremonies of the Church, according to the uses of the Episcopal Church;

(b) To do all things necessary and proper in the pursuit of such objects and purposes;

(c) To be a constituent governing part of "The Protestant Episcopal Church in the United States of America, otherwise known as The Episcopal Church", and subject only to any limitations in the laws of Louisiana, the Corporation recognizes, accedes to and adopts the Constitution of the Episcopal Church and acknowledges its authority accordingly;

(d) Such other lawful activities for which non-profit corporations may be formed under the laws of Louisiana.

(e) Notwithstanding any of the provisions of these Articles, this organization is organized exclusively for religious and charitable purposes with the meaning within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Code. Notwithstanding any other provisions of these Articles, this organization shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Law.


ARTICLE III, DURATION

The duration of the Corporation is perpetual.


ARTICLE IV, DOMICILE AND JURISDICTION

The legal domicile shall be 335 Main Street, Pineville, Rapides Parish, Louisiana 71360. The location of the Administrative Offices of the Diocese shall be in Rapides Parish, Louisiana.

The territorial jurisdiction of the Diocese shall include the following parishes in the state of Louisiana, to-wit: Acadia, Allen, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Caldwell, Catahoula, Calcasieu, Cameron, Claiborne, Concordia, Desoto, East Carroll, Evangeline, Franklin, Grant, Iberia, Jackson, Jefferson Davis, Lafayette, Lasalle, Lincoln, Madison, Morehouse, Natchitoches, Ouchita, Rapides, Red River, Richland, Sabine, St. Landry, St. Martin (NE portion lying W of Iberville Parish & N of Iberia Parish), Tensas, Union, Vermilion, Vernon, Webster, West Carroll, Winn.


ARTICLE V, REGISTERED AGENTS

The registered agents on whom all legal process shall be served shall be those persons holding the positions of the Bishop of the Diocese, the Chancellor of the Diocese, and the Vice-Chancellor of the Diocese.


ARTICLE VI, CORPORATION

The Corporation shall be organized on a non-stock basis. The membership of the Corporation shall consist of all persons canonically resident within the jurisdiction of the Corporation, who are members of the Episcopal Church as such membership may be defined from time to time by the Canons of the Corporation.


ARTICLE VII, INTERIM ORGANIZATION

The initial Directors shall be the incorporators listed in the preamble hereof, who shall serve until the initial Diocesan Convention.


ARTICLE VIII, PERMANENT ORGANIZATION AND CONVENTION

Section l: Subsequent to the initial Diocesan Convention, the affairs of the Corporation are to be managed by the Bishop of the Diocese (hereinafter sometimes referred to as "The Ordinary"), a Standing Committee, which shall consist of six (6) persons, one from each Convocation and one at large, to be elected for staggered three (3) year terms by the Diocesan Convention (hereinafter sometimes referred to as "Convention") as set forth in the Canons, and such other officers and committees as may be provided from time to time by the Canons. The Canons shall provide for the time and manner in which the Standing Committee and other officers and committees are elected or appointed.

All officers and members of committees shall hold office until their successors have been duly qualified.

Section 2: The President and the chief executive officer shall be the Bishop of the Diocese; provided that, in case of a vacancy in the Episcopate, or necessary absence of the Bishop of the Diocese from the Diocese, or other incapacity, the Bishop Coadjutor, if there be one, or the Suffragan Bishop, if there be one; otherwise, the President of the Standing Committee shall be President and executive officer.

Section 3: The Bishop of the Diocese shall be the ecclesiastical authority of the Diocese. When there is no Bishop of the Diocese, the Standing Committee shall be the ecclesiastical authority of the Diocese for all proper purposes.

Section 4: The Diocesan Convention shall be the legislative authority of the Diocese, over which the President shall preside, and is empowered to adopt Canons, to hold elections and to take any and all action, and to do any and all things necessary, germane or proper for the conduct of the affairs of the Diocese, and the exercise of the corporate powers thereof, not inconsistent with this Constitution, nor with the Constitution and Canons of The Episcopal Church.

Section 5: The voting membership of the Convention in both its annual and its special meeting shall consist of the following clergy and lay delegates:

(a) The Bishop, and if there be such, the Bishop Coadjutor, and the Suffragan Bishop, each Priest canonically and physically resident in the Diocese, provided such Priest (i) is the Rector of a parish, holds a cure within the Diocese, is retired or is regularly exercising a ministerial function acknowledged by the Bishop, if there is one, and the Standing Committee, or (ii) holds office in an ecclesiastical body organized under the General Convention of the Episcopal Church, or (iii) serving under the supervision of the Bishop of the Armed Services as Chaplain in the Armed Services of the United States of America or at a Veterans Administration Institution.

(b) Deacons canonically resident and ministerially active in the Diocese as acknowledged by the Bishop, if there is one, and the Standing Committee, or if no Bishop, the Standing Committee alone.

(c) A member of the clergy under ecclesiastical discipline or suspension shall not be entitled to membership, seat and vote, nor to any voice in the Convention.

(d) Members and alternates of the lay delegation shall be communicants in good standing, sixteen (16) years of age or older, of the congregation which they represent. Each parish in union with the Convention shall be entitled to four (4) delegates and four (4) alternates. Each of the lay delegates shall be entitled to one (1) vote. Each mission in union with the Convention shall be entitled to one (1) lay delegate and one (1) lay alternate. The lay delegate shall be entitled to one (1) vote.

(e) Every canonically organized college or university center which shall record not less than twenty-five (25) resident communicants shall be entitled to lay representation therein by one (1) lay delegate and one (1) alternate; and if fewer than twenty-five (25) resident communicants, upon the written approval of the Bishop and Standing Committee, shall be entitled to lay representation therein by one (1) lay delegate and one (1) lay alternate.(f) Vacancies in the delegations representing any congregation shall be filled by the Vestry or Mission Council thereof, except that in those instances when meetings of such bodies may not be held, the Rector or the Minister in Charge may fill such vacancies.

(g) Each voting member shall be entitled to one (1) vote in all matters coming before the Convention. Voting by proxy shall not be allowed.

Section 6: The Convention shall be the final judge of the qualifications of its Members.

Section 7: The method of electing lay delegates shall be provided by Canon.

Section 8: It may be provided by Canon that seat and voice, but not vote, in the Convention maybe extended, as may be deemed advisable, to officers of the Diocese and others who are not otherwise members of the Convention.


ARTICLE IX, MEETINGS OF THE CONVENTION

Section 1: The Convention shall meet annually at such time and place as may be provided by Canon or by the Convention. Special meetings may be called by the Bishop, or, if there is no Bishop, by the Standing Committee. The ecclesiastical authority, in case of urgent need, shall have power to change the time and place, or both, of meetings of the Convention upon giving due notice.

Section 2: Except as herein otherwise provided, at all annual and special meetings of the Convention, a quorum for the transaction of business shall consist of one-half (1/2) of the clerical and one-half (1/2) of the lay delegates entitled to voting membership in the Convention; provided that at least one-half (1/2) of the ecclesiastical parishes entitled to representation in the Convention be represented by a lay delegate. Less than a quorum may adjourn.

Section 3: The clerical and lay members of the Convention shall deliberate in one (1) body in all cases and on every occasion and, except as herein provided, the majority votes of members present shall decide. A vote by orders upon any resolution or motion shall be taken upon the demand of any ten (10) members of the Convention; but there shall be no vote by orders on any election save at the election of the Bishop. Whenever a vote by orders is called, each voting member of the Convention shall be entitled to one vote in the order, clerical or lay, of the said member, and the concurrent majority vote of both orders on the same ballot shall be necessary for the adoption of said resolution or motion.


ARTICLE X, DIOCESAN COUNCIL

Section 1: The Diocesan Council (hereinafter sometimes referred to as "Council") as hereinafter constituted shall have the authority of the Convention between meetings of the Convention, and it shall be authorized to take any action consistent with the action of the previous Convention, and as might be set forth in the Canons.

Section 2: The Council shall be composed of:

(a) The Bishop, the Bishop Coadjutor (if there be one), the Suffragan Bishop (if there be one);

(b) The President of the Standing Committee or his designated representative;

(c) Fifteen (15) members, consisting of one (1) member of the clergy, one (1) lay man and one (1) lay woman from each convocation, elected by the Convocations for three (3) year staggered terms, as set forth in the Canons;

(d) The Bishop may appoint not more than three (3) additional members for one-year terms, subject to reappointment.

Section 3: In addition, the Council shall be composed of the following ex-officio members with seat and voice, but without vote: (a) Dean of each Convocation; (b) one (1) representative of the "Women of the Church"; (c) one (1) representative of the "Youth Commission"; (d) Chancellor; (e) Vice Chancellor; (f) Treasurer; and (g) Secretary.


ARTICLE XI, ELECTION OF A BISHOP

The election of a Bishop of the Diocese, a Bishop Coadjutor or a Suffragan Bishop shall be had in regular or special Diocesan Convention. The quorum required for the election of a Bishop shall be two-thirds (2/3rds) of all clergy entitled to vote and two-thirds (2/3rds) of all lay delegates entitled to be voting members of the Diocesan Convention. The election shall be in the following manner: After nominations have been made in open convention, the vote shall be by order (clergy and lay) and by secret ballot, and a qualified Bishop or Priest shall be chosen. A concurrent majority in both orders shall be necessary for the election of a Bishop.


ARTICLE XII, CANONS

Section 1: The Diocesan Convention shall provide such canons for the conduct of the business and the carrying out of the purposes of the Corporation as may be deemed necessary from time to time, consistent with the constitution and canons of The Episcopal Church, and the laws of the State of Louisiana, and of this constitution.

Section 2: Such Canons shall be subject to amendment from time to time by the Diocesan Convention in such manner as may be provided by the Canons.


ARTICLE XIII, AMENDMENTS

Section 1: The Articles of Incorporation and Constitution may be amended, taken from, added to or the Corporation dissolved as follows:

(a) By presenting a resolution in writing setting forth in full the proposed amendment or act of dissolution, and adopted by a two-thirds (2/3rds) vote at two (2) consecutive annual meetings of the Convention;

(b) The second of such meetings shall be a quorum present composed of two-thirds (2/3rds) of the clergy entitled to membership and vote, and two-thirds (2/3rds) of the lay members entitled to membership and vote, and provided that two-thirds (2/3rds) of the parishes in union with the Convention shall be represented by lay members.

Section 2: The same vote provided in Section 1 shall be required for the division of the Diocese or creation of a new Diocese, or creation of a new Diocese out of the existing Diocese, or merger with any other Diocese.


ARTICLE XIV, VACANCIES

Section 1: A vacancy shall occur when any person appointed or elected to hold office representing any particular Convocation, Parish, Mission, College or University Center is no longer a member thereof. This shall be in addition to the manner in which other vacancies are created.


ARTICLE XV, NON-PROFIT STATUS

Section 1: No part of the net earnings of the Corporation shall inure to the benefit of any individual members.
Section 2: No person, firm or corporation shall ever receive any dividends or profits from the undertakings of this Corporation.

Section 3: Activities of the Corporation shall be consistent with all proper laws and regulations of the State of Louisiana and the United States of America as regards non-profit corporations.

Section 4: In the event of dissolution, the residual assets of the organization will be turned over to one or more organizations which themselves are exempt as organizations described in Section 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1954 or the corresponding sections of any prior or future Internal Revenue Code or to the federal, state or local government for exclusive public purposes.

Section 5: In order to promote the purposes of this Corporation, it may acquire property by grant, gift, purchase, devise or bequest and hold and dispose of such property as the Corporation shall require, for the benefit of the Corporation and not for pecuniary profit.

THUS DONE AND PASSED on the day and date first hereinabove written, in my office at Alexandria, Louisiana, in the presence of me, Notary, and


________________________________ and ________________________________

WITNESSES:

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RICHARD B. SADLER, JR., individually and as Agent and Attorney-in-Fact for The Very Reverend J. Frederick Patten, Arthur L. Gayle, Jr., Charlie C. Eby, the Reverend Foster L. Chambers, Caroline S. Hollins, the Very Reverend W. D. Kellner, Robert Harwell and Henry E. Blake


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Notary Public


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