2023 New York Laws › RCO - Religious Corporations › Article 3 - Protestant Episcopal Parishes or Churches › 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.