History of convention
Adopted RESOLUTIONS Convention 2023
RESOLUTION 2023-01
Submitted by the Committee on Constitution and Canons
Name of Resolution: Amendments to Bylaw Article XI
Resolved that the Convention amends and restates Article XI of the bylaws of the diocese to read as follows:
ARTICLE XI Bylaws, Etc.
The Secretary of the Convention shall furnish to the Secretary of the Corporation Board of Directors a certificate of the election of Directors by the Convention, and a copy of these Bylaws, certified by the Secretary of Convention to be correct, and also a certified copy of the resolutions of the Convention providing for the incorporation of the Church, and whenever amendments, alterations or additions shall be made to these Bylaws, the Secretary of the Convention, in which such amendments, alterations or additions are made, shall furnish certified copies thereof to the Secretary of the Corporation. The Secretary of the Corporation shall preserve the same and enter in a book kept by the Secretary for that purpose the said resolutions of the Convection providing for such incorporation, these Bylaws and all amendments, alterations, and additions thereto, and the Articles of Incorporation as filed in the office of the Secretary of State and with the County Clerks of those counties any portion of which lie within the Diocese, respectively, and a certificate to be furnished annually by the Secretary of the Convention of the election of Directors for the ensuing year.
11.1.00 Amended by Majority Vote. The Bylaws may be altered or amended at a Diocesan Convention by an affirmative vote of the majority of those voting.
1.01 Amendments to be Filed 90 Days Previous. No proposed amendment or addition to the Bylaws shall be considered or affirmatively acted upon by any Convention, otherwise than by referring the same to a Committee to report thereon to the succeeding Annual Convention unless a copy of such proposed amendment or addition shall have been filed with the Secretary of the Convention, at least 90 days before the meeting of the Convention.
1.02 Secretary to Deliver Amendments to Committee. The Secretary of the Convention shall deliver copies of all proposed amendments or additions to the Bylaws, filed in accordance with Title V, Canon 1.01, to the Chair of the Committee on Canons, appointed under Title I, Canon 10.08 of these Canons and such Committee shall report thereon on the first day of the Convention.
EXPLANATION: This resolution lays out procedures for amending the bylaws.
RESOLUTION 2023-02
Name of Resolution: Internal Controls
Submitted by Finance Committee
RESOLVED that Article IX of the Bylaws of the Episcopal Diocese of San Diego be amended to read:
The Treasurer shall receive and keep all funds and money of the Corporation delivered to the Treasurer by or under the direction of the Board of Directors and pay them out only on checks signed by two signers who have been authorized by the Board through a policy duly authorized by the Executive Council. The Treasurer shall give bonds in such sum and manner as the Board of Directors shall prescribe. The Treasurer shall keep accurate accounts and report quarterly to the Board of Directors. The Treasurer shall not be an authorized signer on Corporate checking accounts.
EXPLANATION: Checks have long been a primary form of payment. Unfortunately, check fraud is becoming just as commonplace. The American Bankers Association found in 2019 that successful check fraud totaled $1.3 billion. The Association for Financial Professionals found this year that paper checks continue to be the payment method most vulnerable to fraud. Newer online payment methods result in significantly less fraud than paper checks. It is anticipated that payment structures will continue to strengthen and emerge over the coming years as technology continues to change.
Rather than prescribing check controls around fraud within the by-laws of the corporation, this amendment moves the internal controls for all payments (not just paper checks) into a policy approved by the Executive Council. The external auditor reviews the policy every year and reports any shortcomings or weaknesses to the Executive Council. Such a change allows the diocese to be more flexible in preventing fraud and adopting newer payment methods with more stringent controls. The policy of the diocese currently requires at least four people to review each transaction: one (or more, depending on the dollar amount) to approve the bill, one to process the bill and prepare it for payment, and two people to review proposed payment requests. Another step requires reconciliation of all bank transactions to ensure all disbursements are properly approved and accounted for. In short, the polict is much more detailed in attempts to provide control over disbursements than the bylaws, and this amendment recognizes that.
This amendment also allows the Treasurer to be a signatory on the bank. There are times when the diocese recommends that congregation treasurers do not have signature authority, but those cases are limited to environments where there is not adequate staff to properly segregate duties. The diocese has enough people involved in segregation of duties for receipts and disbursements that adding the Treasurer to the bank poses no more significant risk than the current signers. Making the treasurer a signatory also gives him or her the authorization to manage the banking relationship. The treasurer is responsible for managing that relationship, but under our current bylaws all directions from the treasurer require authorization from a signer on the account, complicating the ability of the diocese to do business day to day without any real reduction in risk.
RESOLUTION 2023-03
Name of Resolution: Youth Ministry Seat, Voice, and Vote
Submitted by: Rev. Dr. Brian Johnson
Resolved, that Canon I.4.12 be added to the Constitution and Canons, to read as follows:
The Youth Ministry of the Diocese shall be entitled to five Lay Delegates and two alternates representing separate regions of the Diocese and serving a one-year term. The Bishop shall appoint all Lay Delegates from the Youth Ministry of the Diocese after consultation with The Director of Formation, with full right of seat, voice, and vote.
The Youth Ministry of the Diocese shall mean those communicants in good standing of a Parish or Organized Mission of the Diocese who are at least 14 years of age and no older than 18 years of age.
All Lay Delegates from the Youth Ministry of the Diocese shall be confirmed communicants in good standing of a congregation of the Diocese, at least 14 years of age and no older than 18 years of age, and shall possess such other qualifications as may be required by Canon.
Explanation: Youth are not the church of the future, they are the church now. Full inclusion in the conversations and voting at convention affirms our commitment to provide equity in representation.
RESOLUTION 2023-04
Title of Resolution: Amendment to Bylaw Article XII
Submitted by the Committee on Constitution and Canons
Resolved that the Convention amends Article XII of the bylaws of the diocese to read as follows:
The principal office for the transaction of the business of the Corporation is located at 2728 Sixth Avenue 2083 Sunset Cliffs Boulevard in the City of San Diego, County of San Diego, State of California. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in the Diocese.
EXPLANATION: This resolution updates the address for the diocesan offices.
RESOLUTION 2023-05
Title of Resolution: Legal Status of Missions
Submitted by the Committee on Constitution and Canons
RESOLVED, that the 50th Convention of the Diocese of San Diego amends the Canons of the Diocese as follows:
Canon II – The Mission
2.05 Effecting of Mission Organization. The organization of a new Mission shall be effected by the appointment by the Bishop of a Senior Warden and a Junior Warden, who shall be communicants of the Church, a Clerk and a Treasurer, such officers to be known as the Bishop’s Committee. Thereafter the Senior Warden shall be appointed annually by the Bishop, and such additional number of persons as the Bishop shall authorize, shall be elected at the Annual Meeting of the Mission to be called on reasonable notice and held as soon after the first day of January as practical. At the discretion of the Bishop the Mission may elect its Bishop’s Committee, with the exception of the Senior Warden, on a rotational basis. The Junior Warden shall be elected in accordance with Title II, Canon 6.00, and the Clerk and Treasurer in accordance with Title II, Canon 6.05. Any qualified elector shall be eligible for election or appointment to such offices, except that the Wardens shall always be communicants. In special circumstances, the Mission may incorporate at the direction of the Bishop and Standing Committee as provided in Canon II.2.17.
2.06 Organizing of Parochial Mission. The organization of a Parochial Mission shall be effected in the same manner as provided in Title II, Canon 2.05, except that appointments of officers shall be made by the Rector of the sponsoring Parish. Rotation of the Bishop’s Committee may be established with the consent of the Rector of the sponsoring Parish. In special circumstances, the Mission may incorporate at the direction of the Bishop and Standing Committee as provided in Canon II.2.17.
2.11 Title to Property Vested in the Diocese. Except as otherwise provided by this canon, the terms of the trust specified in a will, decree of distribution, deed of gift or other instrument of donation which shall have been accepted by the donee with the consents of the Bishop and the Standing Committee, the title to real property purchased, given or otherwise acquired for Mission purposes, shall be vested in "The Episcopal Diocese of San Diego," a Corporation, sometimes referred to herein as the "Corporation of the Diocese"; provided, however, that nothing in this section shall be deemed to exclude the acquisition of any property the title to which is given and granted to or for the benefit of a specifically named or designated Mission; and title to all such property granted to the Corporation of the Diocese shall be held upon the trusts and with the powers as follows:
a) Such property shall be held for the use of the Mission for the benefit of which it was acquired, as long as such Mission shall continue to exist under the Canons of The Episcopal Diocese of San Diego provided, that upon organization of the Mission it shall make provision for, and pay, all taxes, insurance and other expenses pertaining to the care and preservation of all such property devoted to the use of said Mission.
b) The officers of a Mission shall not undertake construction or material modification of any structure on real property owned by the Corporation of the Diocese until plans and specifications for such work have first been approved by the Board of Directors of the Corporation or the Committee on Facilities and Architecture to whom the Directors of the Corporation have delegated approval authority.
c) Notwithstanding paragraph a, if a Mission is or is allowed to remain incorporated under Canon 2.17, real property may be held by the Mission corporation in special circumstances as directed by the Bishop and Standing Committee.
2.13 On Becoming Parish May Hold Property. Whenever the Mission shall have been organized as a parish and admitted into union with the Convention, and shall have been incorporated in accordance with the Constitution and Canons of this Diocese and the laws of the state in which it is located, and normal expenses of the congregation have been met, including any financial obligations prescribed by the Convention, for a period determined by the Bishop and Standing Committee not to exceed of two consecutive years, and all debts and obligations to the Corporation of the Diocese pertaining to its properties have been discharged, the Parish, with the consent of the Bishop and the Standing Committee, may make written request to the said Corporation, which shall convey such real properties to the Parish. Normal expenses include, among other expenses, and subject to the discretion of the Bishop with the advice and consent of the Standing Committee, fair and equitable salary, housing and insurance expenses for the Vicar, and pension fund contributions when applicable, and operating expenses including adequate insurance covering the properties of the Mission. Nothing in this canon shall restrict the Bishop and Standing Committee from directing an incorporated Mission to hold real property under Canon 2.11(c) or 2.17.
2.17 Incorporation of a Mission. In special circumstances determined by the Bishop and Standing Committee, and with the permission of the Bishop and the Standing Committee, a Mission may incorporate or keep its previous incorporation. Executive Council shall serve as the board of directors of an incorporated Mission congregation, delegating day to day operation of the Mission to the Bishop’s Committee in a manner decided by Executive Council. Upon direction by the Bishop and Standing Committee to incorporate, a Mission shall incorporate under the laws of the state in which it is located. The Rector of the Mission shall be the Bishop, who shall also be the ex officio Chief Executive Officer of the Mission Corporation’s Board of Directors, and the Articles of Incorporation and the Bylaws shall so provide. The Bylaws shall further state that the Constitution and Canons of the Episcopal Church and the Constitution and Canons of the Episcopal Diocese of San Diego, from time to time in effect, shall be incorporated in said Bylaws; and that in the case of any conflict between said Constitutions and Canons and said Bylaws, the former shall prevail over and in all respects supersede and to that extent effect the repeal of the said Bylaws. The Articles of Incorporation and the Bylaws of any Mission, and any amendment to either of them, shall first be submitted to and approved by the Bishop, with the advice of a Chancellor and the advice and consent of the Standing Committee (referenced from Canon 3.07).
Further, an incorporated Mission shall be subject to the canons applicable to the incorporation of parishes in Canons 3.08, 3.09, 3.10, and 3.12.
3.11 Dissolution of a Parish in Order to Become a Mission. Any Parish, incorporated or unincorporated, may request of the Convention, through the Committee on Admission of Parishes and Missions, with the approval of the Bishop and the Standing Committee, permission to dissolve the Parish association or corporation, and reorganize as a Diocesan or Parochial Mission, following the same procedure as for the organization of a Mission. Title to the property of the Parish shall then be transferred to the Corporation of the Diocese or to the sponsoring Parish if incorporated.