Cathedral Local By-Laws

GREEK ORTHODOX CATHEDRAL OF THE ANNUNCIATION

PARISH BY-LAWS

PREAMBLE

By virtue of the authority granted in the uniform parish regulations of the Greek Orthodox Archdiocese of North and South America, Part Three, Article 1, the Parish Assembly of the Greek Orthodox Cathedral of the Annunciation in Atlanta, Georgia adopts the provisions contained herein, same having been approved in advance by the Bishop Metropolitan of Metropolis of Atlanta. In so adopting these provisions, the Parish Assembly recognizes that the provisions are to serve as bylaws that address themselves to the requirements of local needs of the community of the Greek Orthodox Cathedral of the Annunciation in Atlanta. It is further recognized that by so adopting these provisions, they become appended to the Uniform Parish Regulations, and nothing contained herein is to be construed in a manner inconsistent with the spirit of said Regulations.

ARTICLE I

Name and Purpose

The Greek Orthodox Cathedral of the Annunciation, Atlanta, Georgia is the official name of the Cathedral and parish, a non-profit corporation organized under the laws of the State of Georgia (hereinafter referred to as “Parish”).

The Parish recognizes and adopts as its purpose the aims and purposes set forth in Part One, Article 11 I of the Uniform Parish Regulations. In addition it is the aim and purpose of the Parish to particularize those specific purposes and assume them as goals in fulfilling the lives of its members with the enrichment of the Orthodox Christian Faith.

ARTICLE II

Parishioners

Any person, eighteen years of age or over, who was baptized according to the rites of the Church, or was received into the Church through Chrismation, who lives according to the Faith and canons of the Church, abides by the Uniform Parish Regulations and these appended by-laws, and fulfills his or her financial obligation to the Parish, is a member in good standing of the Parish.

The definition of “fulfilling one’s financial obligation to the Parish” is by necessity a flexible one. Generally, for purposes of voting in Parish Assemblies and elections, one is considered to have fulfilled his or her financial obligations if he or she has pledged and paid an amount certain for the year prior to the current year and has pledged an amount to the Parish for the current year. However, in the event an individual refuses or neglects to pledge a specific amount, but he or she has committed himself spiritually, morally and financially to the Greek Orthodox Faith

and the parish and the records of the parish so reflect the financial commitment, he or she will be considered to have fulfilled his financial obligation and be eligible to vote.

New members to the Parish will have met their financial obligation to the Parish by merely pledging a sum certain for the current year.

In the case of a Parish member who has previously fulfilled his financial obligation, but has failed to do so in the immediate prior year, he or she may become reinstated by paying an amount for the immediate prior year and pledging an amount for the current year. By doing so, his or her financial obligation will be considered fulfilled. However, Article IX, Section 5 of the Uniform Parish Regulations shall apply to reinstated members as well as new members.

ARTICLE III

Parish Assembly

In addition to the guidelines and requirements relative to the conduct of Parish Assemblies specified in Article VII of the Uniform Parish Regulations, the Parish adopts the following rules and regulations as controlling its local Parish Assemblies:

A. The presence of seventy-five (75) “Parishioners” shall constitute a quorum for the transaction of any business. The Parishioners at a regular or special Parish Assembly meeting at which a quorum was present when initially convened may continue until adjournment to validly and properly transact all appropriate business and take any proper actions notwithstanding the fact that such attendance at such meeting may subsequently drop below seventy-five (75) Parishioners; provided that for any action which requires a two-thirds (2/3) vote at a first called meeting there must be at least fifty (50) Parishioners present to approve such action.

B. Regular meetings of the Parish Assembly shall be held during the first and fourth quarter of each year. Special Parish Assemblies may be convened as set out in Article VU VI, Section 2 of the Uniform Parish Regulations.

C. At the fourth quarter Parish Assembly, the Parish Council shall submit a proposed Parish budget for the following year, which shall be subject to final approval at the next first quarter Parish Assembly.

D. At the first quarter Parish Assembly the first order of business shall be a report by the immediate past President or Treasurer of the Parish Council providing a financial statement of the Parish for the immediately preceding year, said report to include a statement of receipts and expenditures derived from all properties owned by the Parish.

E. At the first quarter Parish Assembly, a vote on the final approval of the proposed budget shall be required, with passage necessitating approval by majority.

F. The Parish Council shall publish all documentary material reflecting all reports on the budgets to be submitted at all Parish Assemblies and cause same to be mailed to all parishioners no later than ten (10) days prior to the first and fourth quarter Parish Assemblies.

G. Robert’s Rules of Order shall control the order of business.

ARTICLE IV

Parish Council

A. Membership. The Parish Council shall consist of the Priest and eighteen (18) lay members. The Priest shall not have a vote. A regular Parish Council meeting or a special Parish Council meeting may be held in the Priest’s absence, if he is unable to attend, and such meeting will be deemed proper under these by-laws, and any action taken therein shall have full force and effect.

B. Terms Of Office. Six (6) Parish Council members shall be elected at annual elections as provided herein and shall each serve a three (3) year term or until their successors are elected and qualified. Each Parish Council members’ term shall commence upon his or her taking the oath of office. The new Parish Council members shall be given a brief orientation as to their duties and responsibilities by the Priest and senior members of the Parish Council.

C. Officers. Annually, at its first meeting following the qualifying and swearing in of the Parish Council, the Parish Council shall elect from its number the following officers by a secret ballot. President, First Vice President of Administration, Second Vice President of Administration, Vice President of Activities, Secretary, Treasurer and one or more Assistant Treasurers. The term of office of the President, First Vice President of Administration, Second Vice President of Administration, and Secretary, Treasurer and Assistant Treasurers is to be one (1) year. In the event vacancies occur in the office of First Vice President of Administration, Second Vice President of Administration, Vice President of Activities, Secretary or Treasurer of Assistant Treasurer, the Parish Council shall immediately elect a replacement to serve for the remainder of the term of office. In the event a vacancy occurs in the office of President, the First Vice President of Administration shall succeed to the office of President, and the Parish Council shall immediately select a replacement to serve as First Vice President of Administration for the remainder of the term of that office.

D. Duties. It shall be the duty of the Parish Council to coordinate those secular affairs of the Parish as set out herein in furtherance of the aim and purposes of the Church and in accordance with the dictates of the Uniform Parish Regulations, specifically Article XIII, contained therein.

1. The Parish Council shall hold a regular meeting at least once a month, and shall hold special meetings whenever the President or seven (7) members of the Parish Council shall call a special meeting. Notification of a special meeting shall be given by the

Secretary of the Parish Council at the direction of the President by oral notification or seven (7) members in writing.

2. It shall maintain in a conspicuous place in the church, a current list of all members of the Parish currently fulfilling their financial obligation to the Parish, provided that said list does not indicate specific amounts pledged or paid by individual members.

3. It shall have the exclusive power to recommend to the Parish Assembly, by majority vote, the purchase, sale, or mortgage of Parish-held property, which is thereafter subject to approval of the Parish Assembly, as set out in Article 111 III, Section 3, of the Uniform Parish Regulations,

4. It shall have exclusive power to collect the revenues of the Parish against receipts for same and shall pay only by check the salaries of the Parish employees.

5. It shall cooperate with and assist the Priest in maintaining the supplies necessary for church services.

6. It shall make a semi-annual inventory of the church premises and the real property owned by the Parish for the purposes of preparing and maintaining a physical inventory of all Parish property.

7. It shall annually determine and publish all fees, dues and charges deemed appropriate for use of any and all facilities owned by the Parish, including but not limited to the Church proper, Carlos Hall, Sunday School building, gymnasium and Hellenic Community Center.

E. Vacancies. The Parish abides by Article VIII, Section 7, of the Uniform Parish Regulations relative to vacancies of Parish Council Members. Therefore, in the event a member of the Parish Council is absent without justifiable cause for more than three (3) consecutive meetings, he or she shall be considered relieved of his or her duties upon said third consecutive absence, and the Parish Council shall give written notice to said member, which notice shall be recorded in the minutes of the Parish Council. However, if said member shows justifiable cause for one or more said absences at the next regular meeting of the Parish Council, the Parish Council may elect by majority, secret ballot vote, to maintain said member on the Parish Council. If said member chooses to make no such showing, the Parish Council shall then proceed to fill the vacancy as set out in Article VIII, Section 8 of the Uniform Parish Regulations.

F. Conduct of Business. The Presence of a majority of the members of the Parish Council shall be necessary to constitute a quorum for any meeting, Robert’s Rules of Order shall control the conduct of business, when not inconsistent with the Uniform Parish Regulations. The business of the Parish Council shall be preceded and ended by a prayer from the Priest, if he is present, and shall be conducted as follows:

1. Reading and approval of the minutes of the previous meeting;

2. Reports from both the First Vice President of Administration and the Second Vice President of Administration;

3. Report from Vice President of Activities;

4. Report from Secretary;

5. Report from Treasurer;

6. Report from Hellenic Center Community Trust Committee;

7. Committee reports;

8. Report from Priest on matters requiring Parish Council action;

9. New business.

G. Organizations of the Parish. The Parish recognizes the existence of those organizations enumerated in Article XVII, Section 3 of the Uniform Parish Regulations, as amended by 25th Biennial Clergy-Laity Congress in 1980.

ARTICLE V

Duties of Officers

A. President

1. To be responsible for the proper administration of the Parish as prescribed by the Uniform Parish Regulations, these by-laws, the laws of the State of Georgia and the Parish Assembly.

2. To preside at all meetings of the Parish Council and the Parish Assembly in the absence of an elected chairman, as provided for in the Uniform Parish Regulations.

3. To call special meetings of the Parish Council.

4. To sign minutes of all meetings together with the Secretary and the Priest.

5. To execute on behalf of the Parish any contracts, mortgages, notes or other documents entered into within the authorities prescribed by the Uniform Parish Regulations, these by-laws, the State of Georgia and the Parish Assembly.

6. To sign checks issued by the Parish, together with the other officers.

7. To appoint Committees for the purpose of carrying out such duties as may be assigned to each Committee.

8. To supervise the administrative functions of the Parish, including the duties of the Parish Administrator and office personnel.

B. First Vice President of Administration

1. To act on any and all matters in the absence of the President.

2. To be responsible for the following administrative functions:

a. Youth and Education;

b. Stewardship;

c. Endowment;

d. Spiritual Life;

e. Future Planning for the further development of our Parish.

3. To submit a monthly report at each regular Parish Council meeting relative to the status of the above-said administrative functions.

4. To assist the Priest in the functioning of the Sunday School, Greek School, Library and Choir.

5. To sign checks issued by the Parish, together with the other officers.

6. The specific allocation of the responsibilities outlined in Article V, Paragraph B, Section

2 (a) through (f) above, and elsewhere herein, together with such other duties as may be assigned from time to time by the Parish Council, shall be allocated annually among the First Vice President of Administration and Second Vice President of Administration as determined by such officers together with the President.

C. Second Vice President of Administration

1. To be responsible for the following administrative functions:

a. Church office;

b. Maintenance of building, equipment and grounds;

c. Church services;

d. Cemetery;

e. Public Relations;

f. Cultural affairs.

2. To submit a monthly report at each regular Parish Council meeting relative to the status of the above-said administrative functions.

3. To assist the Pirest in the functioning of the Sunday School, Greek School, Library and Choir.

4. To sign checks issued by the Parish, together with the other officers.

5. The specific allocation of the responsibilities outlined in Article V, Paragraph C, Section 1(a) through (f) above, and elsewhere herein, together with such other duties as may be assigned from time to time by the Parish Council, shall be allocated annually among the First Vice President of Administration and Second Vice President of Administration as determined by such officers together with the President.

Vice President of Activities

1. To coordinate the social and recreational activities and programs of the Parish.

2. To submit a monthly report at each regular Parish Council meeting relative to the status of the above said recreational and other programs.

3. To sign checks, related to the above activities, issued by the Parish, together with the other officers.

4. To assist the Parish Administrator in planning and implementing recreational and other programs for adults and youth of our Parish.

Secretary

1. To oversee the keeping of minutes of meetings of the Parish Council and Parish Assembly.

2. To supervise all Parish correspondence.

3. To ensure availability of the Parish Seal within the custody of the Priest.

4. To sign checks issued by the Parish, together with the other officers.

Treasurer

1. To supervise collection of Parish funds and to deposit same with depositories selected by the Parish Council, in the name of the Parish.

2. To see that adequate records of Parish revenues and expenditures are properly and promptly recorded and to submit a balance sheet and a statement of receipts and expenditures monthly to the Parish Council together with such additional financial information the Parish Council may request.

3. To oversee the Parish accounting system and ensure its availability to the Parish Council upon request.

4. To sign checks jointly with the other officers.

5. To obtain surety bonds for all persons handling Parish Funds, the premiums of such bonds to be paid out of the Parish treasury.

6. To call a meeting with the Board of Auditors prior to the end of each year to discuss the review of the accounting records of the Parish.

Assistant Treasurer

The Assistant Treasurer(s) shall assist the Treasurer in the performance of his duties.

ARTICLE VI

Board of Auditors

Board of Auditors, consisting of three (3) members elected for a term of one (1) year, shall have the following powers and duties:

A. It shall audit quarterly the accounting records of the Parish, prepare a report of such audit, and present same to a meeting of the members of the Parish.

B. It shall have access to the Parish records at all times. However, the Board of Auditors is not empowered to remove the Parish records from the business office of the Church.

C. After the licensed auditor prepares the annual reports of the revenues and expenditures of the Parish, the Board of Auditors for the term covered by the annual audit shall sign their approval of the report prior to submission to the members of the Parish.

D. A physical count of all Church property shall be made during the last two weeks of December each year. In addition, an inventory of all documents and insurance policies shall be checked.

ARTICLE VII

Elections

A. Board of Elections. The Board of Elections shall be composed of three (3) members to be elected by the Parish Assembly at its fourth quarter meeting, and it shall be the duty of the Board of Elections to conduct and supervise the annual election.

B. Procedure. Immediately upon their election, the Board of Elections, in cooperation with the Parish Council, shall set a date for the election of members of the Parish Council and the Board of Auditors, following the guidelines set out in the Uniform Parish Regulations, Article IX, Section 1.

In the church bulletin first published after the fourth quarter Parish Assembly meeting, the Board of Elections shall ensure that an announcement is contained therein setting forth the date of the Parish Council and Board of Auditors elections and the names and telephone numbers of the members of the Board of Elections. In addition, that bulletin is to set forth the method by which one may become a candidate for election to the parish Council and Board of Auditors. The method is as follows:

1. A prospective candidate is to send to the church office a declaration of his or her candidacy along with a brief resume which he or she wishes published for dissemination in the church bulletin, by the date set as a deadline by the Board of Elections, which deadline is to be published in the church bulletin in its first printing following the fourth quarter Parish Assembly.

2. The Board of Elections is then charged with the responsibility of verifying the eligibility of those desiring to become candidates.

3. No later than ten (10) days prior to the appointed election date, the Board of Elections shall ensure that the names and resumes of all candidates are mailed to all Parishioners on the Church rolls.

C. Voting. Elections shall be by secret ballot and shall be held at a location on the church premises, previously designated by the Board of Elections. Voting, shall take place at the conclusion of Church services, until three (3:00)p.m. All ballots shall be counted by the Board of Elections at the close of the election. The Board of Elections shall count only those ballots upon which the number of candidates voted for by any particular parishioner is equal to or less than the total number of individuals to be elected to the Parish Council or Board of Auditors. It shall be the’ responsibility of the Board of Elections to ensure that the dictates of Article 11 of these By-Lays are strictly adhered to as they pertain to voting eligibility.

1. Absentee Ballots and Voting. Any individual member of the Parish may vote by casting an absentee ballot, as long as the following procedures are complies with:

a. An absentee ballot shall be requested by the individual wishing to use same by writing the church offices, to the attention of the Board of Elections, or calling a member of the Board of Elections.

b. The Board of Electors shall supervise the mailing of one blank absentee ballot per request, to the individual making the request. The Board of Elections shall also see to it that each ballot mailed out is accompanied by two envelopes, one “outside

envelope” which is to be self-addressed, so as to facilitate its mailing to the church office. In addition, the “outside envelope” shall contain a number thereon which is to be self-addressed, so as to facilitate its mailing to the church office. In addition, the “outside envelope” shall contain a number thereon, which is to be accounted for by the Board of Elections, as further set out below. The second envelope shall be a blank, inside envelope, in which the absentee ballot shall be placed by the Parishioner.

c. Upon mailing absentee ballots to those requesting same, the Board of Elections shall keep records of the ballots sent, utilizing the number contained on the “outside envelope,” matching same with the name of the Parishioner making the request. The ballot with envelopes is to be mailed from the church office to the address of the Parishioner as maintained on the Church rolls.

d. Upon receipt of the absentee ballot back in the church office, the number on the “outside envelope” is to be accounted for, the “outside envelope” is to be detached from the inside blank envelope, and the inside envelope shall remain sealed until the Board of Elections counts the ballots at the close of the election. The “outside envelopes” shall be maintained, and not discarded until approval of the elections as contemplated by Article IX, Section 8 of the Uniform Parish Regulations.

e. All absentee ballots must be received by the Board of Elections no later than the Saturday preceding the election.

f. Results of the election shall be published in the church bulletin printed immediately subsequent to the election, after the procedure of Article IS, Section 8 of the Uniform Parish Regulations have been complied with.

ARTICLE VIII

Finances

The Parish shall maintain a general fund which shall include all receipts received by the Parish except those receipts which are expressly earmarked for other Funds. All expenditures from the general fund shall be made pursuant to the annual budget adopted by the Parish Assembly.

The Parish recognizes the existence of the following special funds:

A. Restricted Funds

The Parish Council shall maintain separate fund accounts for any and all special contributions accepted by the Parish from donors who have requested that such funds be expended only for specific purposes. Income earned by each Fund shall be

Included as an addition to such Fund Expenditures from such fund maybe made only for the specific purposes established by the Donor. Receipts and expenditures all such funds shall be administered by our Parish Council and shall be included in the annual financial statement of the Parish and designated as “Restricted Funds” with the title of each Fund separately stated.

The Treasurer shall maintain a current and permanent file for each “Restricted Fund” which file shall contain whatever information is necessary to identify and explain the purpose of each such Fund.

B. Building Fund

The Building Fund shall include funds heretofore accumulated and designated as “Building Fund”. Except as set forth in Article X, Section C, the net proceeds from each annual ‘Greek Festival”, after appropriations are made for reimbursement of reasonable Festival expenses incurred by the Parish and the Hellenic Community Center, shall be transferred annually to the Building Fund.

Any special contributions received by our Parish for the Building Fund shall also I included. Upon recommendation by the Parish Council, and approved by the Parish Assembly, any funds in the General Fund deemed excessive may also be transferred to the Building Fund.

Expenditures may be made from the Building Fund to pay existing notes owed on properties owned by the Parish. Any and all other expenditures from the Building Fund shall be made only upon the approval of two-thirds (2/3) of the parish members present at a Parish General Assembly, provided that such proposed expenditures ai included in the notice for the Assembly meeting.

ARTICLE IX

Parish Seal

The Parish shall have a seal bearing the name of the Parish in a form acceptable under laws of the State of Georgia.

ARTICLE X

Greek Festival

A. The Annual Greek Festival (“Festival”) of the Parish shall be supervised and administered by a Chairman selected by the Parish Council. The Chairman shall be ultimately responsible and accountable to the Parish Council. The Chairman shall make periodic reports to the Parish Council prior to and after the Festival, and the Parish Council may amend or overrule any decision of the Chairman or establish any new rule or policy or make any final decision with respect to the Festival as the Parish Council in its sole discretion determines to be appropriate.

B. Unless a majority of the Parish Council approves, no member of the parish or other person may receive compensation or remuneration of any kind in exchange for providing services in connection with the Festival.

C. In recognition of the generosity of the residents of the City of Atlanta and to otherwise further the charitable interests of the Parish, the Parish Council shall donate up to five percent (5%) of the “Net Proceeds” of the Festival for said year (the “Contributions”) to recognized, bona-fide, tax exempt charities as determined by majority vote of the Parish Council and in accordance with applicable law. Net Proceeds is defined as gross revenues of the Festival after deducting the amount of all expenses therefor. Unless amended by a majority vote of those present and voting at a duly constituted Parish Assembly, not less than eighty percent (80%) of the Contributions to be made in any given year shall be donated to further charitable programs, organizations or events in the greater Atlanta metropolitan area not affiliated with the Parish or Greek Orthodox Church.

ARTICLE XI

Directors Indemnity and Liability

A. In accordance with and pursuant to Section 14-3-110 of the Georgia Nonprofit Corporation Code, the Parish shall indemnify those persons whom it is entitled to indemnify under Section 14-2-156(a) through (i) of the Georgia Business Corporation Code (collectively together with the Georgia Nonprofit Corporation Code, the “Code”), for those amounts authorized under said statutory provisions; provided, however, indemnification shall only be made upon compliance with the requirements of such statutory provisions and only in those circumstances in which indemnification is authorized under those provisions; provided further, however, that additional indemnification may be provided in accordance with the Code. The Parish may also provide additional indemnification pursuant to Sections 14-2-156(d) and (i) of the Code.

B. The Parish may purchase and maintain insurance on behalf of those persons for whom it is entitled to purchase and maintain insurance under Section 14-2-156(g) of the Code against any liability asserted against such persons and incurred by such persons in any capacity as described in said statutory provision, or arising out of such persons; status as described in such statutory provision, whether or not the Parish would have the power to indemnify such person against such liability under the laws of the State of Georgia.

C. The indemnification and advancement of expenses provided by or granted pursuant to Section 14-2-156 of the Code shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, Officer, employee or agent of the Parish and shall inure to the benefit of the heirs, executors, and administrators of such a person. The provisions of this Article XI shall be applicable to any of those proceedings described in Section 14-2-156 of the Code commenced or continuing after the adoption of this Article XI, whether arising from acts or omissions occurring before or after such adoption.

D. Any advance or advances provided for hereunder shall be advanced within twenty (20) days after the receipt by the Parish of a statement or statements from the person requesting such advance or advances from time to time, whether prior to or after final disposition of those proceedings described in Section 14-2-156 of the Code, with such statement or statements reasonably evidencing the expenses incurred by such person and including the undertaking described in Section 14-2-156(e) of the Code. To obtain indemnification under this Article XI, such person shall submit to the Secretary of the Parish Council a written request, including such documentation and information as is reasonably available to such person and reasonably necessary to determine whether and to what extent such person is entitled to indemnification. The determination of such person’s entitlement to indemnification shall be made within a reasonable time after receipt by the Parish Council Secretary of the written request for indemnification together with the supporting documentation for same. The Secretary of the Parish Council shall, promptly upon receipt of such a request for indemnification, advise the Parish Council in writing that such person has requested indemnification.

E. For purposes of these by-laws, all Parish Council members shall be deemed to be Directors (as defined in the Code) of the parish. To the fullest extent that the Code, as it exists on the date hereof or as it may hereafter be amended, permit the limitation or elimination of the liability of Directors, no member of the Parish Council (Director) shall be personally liable to the Parish or its members for monetary damages for breach of his or her duty of care or other duty as a member of the Parish Council (Board of Directors). No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any member of the Parish Council (Director) for or with respect by any acts or omissions of such individual occurring prior to such amendment or repeal.

ARTICLE XII

Amendments