Resolution Number: 2015-A004
Title: Amend Canon I.4 [Of the Executive Council]
Legislative Action Taken: Concurred as Substituted and Amended
Final Text:

Resolved, That Title I, Canon 4, Sections 1-5, be stricken in their entirety and replaced to read as follows:

Sec. 1 (a) There shall be an Executive Council of the General Convention (which Council shall generally be called simply the Executive Council, or the Council) whose duty it shall be to oversee the execution of the program and policies adopted by the General Convention. The Executive Council shall have oversight of the work done by the Domestic and Foreign Missionary Society in its capacity as its Board of Directors. The Council shall have oversight responsibility for the disposition of the funds and other property of the Domestic and Foreign Missionary Society in accordance with the provisions of this Canon and the resolutions, orders, and budgets adopted or approved by the General Convention. The Executive Council shall also have oversight responsibility for the work of the Office of General Convention and the Executive Officer of General Convention who shall report directly to the Executive Council. It shall also have oversight responsibility for the disposition of the moneys of the Office of General Convention. The Council shall adopt procedures it deems appropriate for approval of expenditures by the Domestic and Foreign Missionary Society and the Office of General Convention.

(b) The Executive Council shall be accountable to the General Convention and shall render a full, published report concerning the work of the bodies for which it has oversight responsibility to each meeting of the General Convention. The report shall include information on the implementation of all resolutions adopted in the previous General Convention calling for action by the Executive Council, the Domestic and Foreign Missionary Society, and the Office of General Convention.

(c) The Council shall exercise the powers conferred upon it by Canon, and such further powers as may be designated by the General Convention, and between sessions of the General Convention may initiate and develop such new work as it may deem necessary. Subject to the provisions of these Canons, it may enact By-laws for its own government and enact procedures for its own committees.

(d) The Executive Council shall be composed (a) of 20 members elected by the General Convention, of whom four shall be Bishops, four shall be Presbyters or Deacons, and 12 shall be Lay Persons who are confirmed adult communicants in good standing (two Bishops, two Presbyters or Deacons, and six Lay Persons to be elected by each subsequent regular meeting of the General Convention); (b) of 18 members elected by the Provincial Synods; (c) of the following ex officiis members: the Presiding Bishop and the President of the House of Deputies; and (d) the Chief Operating Officer, the Secretary, the Treasurer of the General Convention, the Chief Financial Officer of the Domestic and Foreign Missionary Society, and the Chief Legal Officer of the Executive Council, all of whom shall have seat and voice but no vote. Each Province shall be entitled to be represented by one Bishop or Presbyter or Deacon canonically resident in a Diocese which is a constituent member of the Province and one Lay Person who is a confirmed adult communicant in good standing of a Diocese which is a constituent member of the Province, and the terms of the representatives of each Province shall be so rotated that two persons shall not be simultaneously elected for equal terms.

(e) The Executive Council shall appoint a committee from among its members to assist the Council to (i) advise the Joint Standing Committee on Nominations and the Provincial Councils on what skills, gifts and experience are needed on the Executive Council to enable it to function with maximum effectiveness, and whether those skills are at that time represented on the Executive Council, and (ii) create a description of the skills, gifts and experience requisite for service on the Executive Council, including the value of cultural and geographic diversity on the Council and the value of including historically underrepresented voices in the governance of the Church.

(f) Of the Executive Council members elected by the General Convention, the Bishops shall be elected by the House of Bishops subject to confirmation by the House of Deputies, and the Presbyters or Deacons and Lay Persons shall be elected by the House of Deputies subject to confirmation by the House of Bishops.

(g) Except in the case of members initially elected for shorter terms in order to achieve rotation of terms, the terms of office of the members of the Council (other than ex officiis members) shall be equal to twice the interval between regular meetings of the General Convention. The terms of office of all members shall commence immediately upon the adjournment of the General Convention at which they were elected or, in the case of election by a Synod, upon the adjournment of the first regular meeting of General Convention following such election. The term of a member shall become vacant in the event of two absences from meetings of the Council in the interval between successive regular meetings of the General Convention unless excused by the Chair or Vice Chair for good cause. Members shall remain in office until their successors are elected and qualified. No person who has served at least three consecutive years on the Executive Council shall be eligible for immediate re-election for a term of more than three years. After any person shall have served six consecutive years on the Executive Council, a period of three years shall elapse before such person shall be eligible for re-election to the Council.

(h) Should any vacancy occur in the Council through death, resignation, disability, or other reason, with respect to a member elected by the General Convention, the Council shall fill such vacancy by the election of a suitable person to serve until a successor is elected by the General Convention.

(i) Should any vacancy occur in the Council through the failure of any Provincial Synod to elect a member, or through the death, resignation, or removal from the Province of any such member, the Provincial Council of the Province shall appoint a suitable person to serve until the Provincial Synod shall by election fill the vacancy.

Sec. 2. (a) The Presiding Bishop shall, ex officio, be the Chair and chief executive officer of the Executive Council, and as such, shall have ultimate responsibility for the oversight of the work of the Executive Council in the implementation of the ministry and mission of the Church as may be committed to the Executive Council by the General Convention.

(b) The President of the House of Deputies shall, ex officio, be the Vice- Chair of Executive Council.

(c) The Secretary of the General Convention shall be ex officio the Secretary of the Executive Council.

(d) The Treasurer of the General Convention shall be ex officio the Treasurer of the Executive Council.

(e) The Chair shall preside at meetings of the Council, shall perform such other duties as are customary for such office, and shall perform such other duties as may be conferred by Canon and the By-laws of the Council. In the absence of or at the request of the Chair, the Vice- Chair shall preside at meetings of the Council and shall perform such other duties as may be conferred by Canon and by the By-laws of the Council.

(f) Upon joint nomination by the Chair and the Vice-Chair, the Council shall appoint a Chief Operating Officer who shall serve at the pleasure of, and report and be accountable to, the Chair. If a vacancy should occur in the office of the Chief Operating Officer, a successor shall be appointed in like manner.

(g) Upon joint nomination by the Chair and the Vice-Chair, the Council shall appoint a Chief Financial Officer who shall serve at the pleasure of, and report and be accountable to, the Chair. If a vacancy should occur in that office, a successor shall be appointed in like manner.

(h) Upon joint nomination by the Chair and the Vice-Chair, the Council shall appoint a Chief Legal Officer who shall function as general counsel and serve at the pleasure of, and report and be accountable to, the Chair. If a vacancy should occur in that office, a successor shall be appointed in like manner.

(i) The Chief Operating Officer, the Chief Financial Officer, and the Chief Legal Officer of the Executive Council shall participate in an annual performance review conducted by the Chair, the results of which will be presented to the Executive Committee of the Executive Council.

(j) The Officers of the Domestic and Foreign Missionary Society and the Officers of the Executive Council, and a committee of six members of Executive Council who are not officers, shall engage in a mutual ministry review every eighteen months, facilitated by a consultant selected by the Chair and the Vice-Chair.

(k) The Council shall elect the Church’s members of the Anglican Consultative Council (ACC) and of other Anglican and ecumenical bodies for which no other procedure is provided in the Canons. Members of the ACC representing The Episcopal Church shall report to each General Convention using the schedule and format required for Standing Commissions in these Canons, and shall provide comprehensive written reports to Executive Council at the Council's next meeting following each meeting of the ACC.

Sec. 3. Upon joint nomination of the Chair and the Vice-Chair, the Executive Council shall elect an Audit Committee of the Council and the Domestic and Foreign Missionary Society. The Committee shall be composed of six members: one from the Executive Council committee with primary responsibility for financial matters; one from the Joint Standing Committee on Program, Budget, and Finance; and the remaining four from members of the Church-at-large having experience in general business and financial practices. The members shall serve for a term of three years beginning on January 1 following a regular meeting of the General Convention or immediately following their appointment, whichever comes later, and continue until a successor is appointed, and may serve two consecutive terms, after which a full triennium must elapse before being eligible for re-election. Annually the Audit Committee shall elect a Chair of the Committee from among its members. The Audit Committee shall regularly review the financial statements relating to all funds under the management or control of the Council and the Domestic and Foreign Missionary Society and shall report thereon at least annually to the Council. Upon recommendation of the Audit Committee, the Executive Council shall employ on behalf of the Council and the Domestic and Foreign Missionary Society an independent Certified Public Accountant firm to audit annually all accounts under the management or control of the Council and Domestic and Foreign Missionary Society. After receipt of the annual audit, the Audit Committee shall recommend to the Council and the Domestic and Foreign Missionary Society what action to take as to any matters identified in the annual audit and accompanying management letter. The responsibilities of the Audit Committee shall be set out in an Audit Committee Charter. The Audit Committee shall review, at least annually, the Committee's Charter and recommend any changes to the Executive Council for approval.

Sec. 4. The Executive Council may establish by its By-laws Committees and ad hoc working groups or task forces, which may include or consist of non-members, to be nominated jointly by the Chair and Vice-Chair and appointed by the Council, as may be necessary to fulfill its fiduciary responsibility to the Church. All Committees and ad hoc working groups and task forces of Executive Council will cease to exist at the close of the next General Convention following their creation unless extended by Executive Council. Executive Council may revoke, rescind, or modify the mandate or charter of all Executive Council Committees, ad hoc working groups and task forces not otherwise created by Canon.

Sec. 5. (a) The Council shall meet at such place, and at such stated times, at least three times each year, as it shall appoint and at such other times as it may be convened. The Council shall be convened at the request of the Chair, or on the written request of any five members of Council.

(b) A majority of the elected members of the Council shall be necessary to constitute a quorum at any meeting of the Council. No action shall be taken in the name of the Council except when a quorum, so defined, is present and voting. A member may participate in, and vote at, Council meetings by means of technology where all participants may hear one another simultaneously and according to procedures and guidelines set forth in the Council By-laws.

(c) Members of Executive Council shall be entitled to reimbursement for their reasonable expenses of attending meetings, in accordance with procedures established and approved by Executive Council. Except as determined by General Convention, the salaries of all officers of the Council and of all agents and employees of the Council and the Domestic and Foreign Missionary Society shall be fixed by the Council.

Citation: General Convention, Journal of the General Convention of...The Episcopal Church, Salt Lake City, 2015 (New York: General Convention, 2015), pp. 349-356.

Legislative History

Author: Task Force for Re-imagining The Episcopal Church
Originating House: House of Deputies
Originating Committee: Governance and Structure

House of Deputies

The House of Deputies Committee on Governance and Structure presented its Report #13 on Resolution A004 (Amend I.4.1-8 Restructure Executive Council) and moved adoption of a substitute.

Original Text of Resolution:

(A004)

Resolved, the House of Bishops concurring, That Title I, Canon 4, Sections 1-8, be stricken in their entirety and replaced to read as follows:

Sec. 1 (a) There shall be an Executive Council of the General Convention (which Council shall generally be called simply the Executive Council) whose duty it shall be to carry out the program and policies adopted by the General Convention. The Executive Council shall have charge of the coordination, development, and implementation of the ministry and mission of the Church.

(b) [Ed. note: original text of (b) not included in original text.]

(c) [Ed. note: original text of (c) not included in original text.]

Sec. 2 (a) Of the members to be elected by the General Convention, the Bishops shall be elected by the House of Bishops subject to confirmation by the House of Deputies, and the Presbyters or Deacons and Lay Persons shall be elected by the House of Deputies subject to confirmation by the House of Bishops.

(b) Except in the case of members initially elected for shorter terms in order to achieve rotation of terms, the terms of office of the members of the Council (other than ex officiis members) shall be equal to twice the interval between regular meetings of the General Convention. The terms of office of all members shall commence immediately upon the adjournment of the General Convention at which they were elected or, in the case of election by a Synod, upon the adjournment of the first regular meeting of General Convention following such election. The term of a member shall become vacant in the event of two absences from meetings of the Council in the interval between successive regular meetings of the General Convention unless excused by the Chair for good cause. Members shall remain in office until their successors are elected and qualified. No person who has served at least three consecutive years on the Executive Council shall be eligible for immediate re-election for a term of more than three years. After any person shall have served six consecutive years on the Executive Council, a period of three years shall elapse before such person shall be eligible for re-election to the Council.

(c) Should any vacancy occur in the Council through the death or resignation of a member elected by the General Convention or through the change in status of any such member by consecration or ordination, the Council shall fill such vacancy by the election of a suitable person to serve until a successor is elected by the General Convention. The General Convention shall elect a suitable person to serve the portion of any term which will remain unexpired.

(d) Should any vacancy occur in the Council through the failure of any Provincial Synod to elect a member, or through the death, resignation, or removal from the Province of any such member, the President and Provincial Council of the Province shall appoint a suitable person, canonically resident in such Province, to serve until the Provincial Synod shall by election fill the vacancy.

(e) The Council shall exercise the powers conferred upon it by Canon, and such further powers as may be designated by the General Convention, and between sessions of the General Convention may initiate and develop such new work as it may deem necessary. It may, subject to the provision of this Canon, enact By- laws for its own government and the government of its several departments.

(f) In its capacity as the Board of Directors of The Domestic and Foreign Missionary Society, the Council shall have the power to direct the disposition of the moneys and other property of said Society in accordance with the provisions of this Canon and the orders and budgets adopted or approved by the General Convention.

(g) The Council shall elect the Church's members of the Anglican Consultative Council (ACC) and of other Anglican and ecumenical bodies for which no other procedure is provided. Members of the ACC representing The Episcopal Church shall report to each General Convention using the schedule and format required for Standing Commissions in Canon I.1.2 (j) and (k), and shall provide comprehensive written or oral reports to Executive Council at Council's next meeting following each meeting of the ACC.

Sec. 3 (a) The Presiding Bishop shall be ex officio the Chair and President. The Chair and President shall be the chief executive officer of the Executive Council and as such the Chair and President shall have ultimate responsibility for the oversight of the work of the Executive Council in the implementation of the ministry and mission of the Church as may be committed to the Executive Council by the General Convention.

(b) The President of the House of Deputies shall be ex officio Vice Chair.

(c) The Secretary of the General Convention shall be the Secretary of the Executive Council ex officio.

(d) The Presiding Bishop shall appoint, with the advice and consent of a majority of the Executive Council, an executive director, who shall be an adult confirmed communicant in good standing or a member of the clergy of this Church in good standing who shall be the chief operating officer and who shall serve at the pleasure of the Presiding Bishop and be accountable to the Presiding Bishop. If a vacancy should occur in the office of the executive director, a successor shall be appointed in like manner.

(e) Upon joint nomination of the Chair and Vice Chair, the Executive Council shall appoint a Chief Financial Officer of the Executive Council, who may, but need not, be the same person as the Treasurer of the General Convention and who shall report and be accountable to the Chair of Executive Council and shall serve at the pleasure of the Chair of the Executive Council. If a vacancy should occur in that office, a successor shall be appointed in like manner.

(f) The Chair shall preside at meetings of the Council, shall perform such other duties as are customary for such office and shall perform such other duties as may be conferred by Canon and the By-laws of the Council. In the absence or at the request of the Chair, the Vice-Chair shall preside at meetings of the Council and shall perform such other duties as may be conferred by Canon and by the By-laws of the Council.

(g) Upon joint nomination of the Chair and Vice Chair, the Executive Council shall elect a Joint Audit Committee of the Council and the Domestic and Foreign Missionary Society. The Committee shall be composed of 6 members, one of whom shall be a member of the Executive Council Standing Committee with primary responsibility for financial matters, one from the membership of the Joint Standing Committee on Program, Budget, and Finance, and the remaining four shall be members of the Church-at-large, having experience in general business practices. The members shall serve for a term of three years beginning on January 1 following a regular meeting of the General Convention or immediately following their appointment, whichever comes later, and continue until a successor is appointed, and may serve two consecutive terms, after which a full triennium must elapse before being eligible for re-election. The Chair and Vice-Chair of Council shall designate the Chair of the Committee from among its members. The Audit Committee shall regularly review the financial statements relating to all funds under the management or control of the Council and the Society and shall report thereon at least annually to the Council and the Society.

Upon recommendation of the Audit Committee, the Executive Council shall employ on behalf of the Council and the Society an independent Certified Public Accountant firm to audit annually all accounts under the management or control of the Council and Society. After receipt of the annual audit, the Audit Committee shall recommend to the Council and Society what action to take as to any matters identified in the annual audit and accompanying management letter. The operations of the Audit Committee shall be set out in an Audit Committee Charter. The Audit Committee shall review, at least annually, the Committee's Charter and recommend any changes to the Executive Council for approval.

(h) The Executive Council shall establish by its By-laws such Standing Committees of the Executive Council, consisting of its own members, as shall be deemed appropriate and necessary by the Executive Council for the discharge of its duties, the members of which are to be nominated jointly by the Chair and Vice-Chair and appointed by the Council. Any other Committee of Executive Council will cease to exist at the close of the next General Convention following its creation unless otherwise extended. The Council may also establish such other Committees, which may include or consist of non-members, to be nominated jointly by the Chair and Vice-Chair and appointed by the Council, as may be necessary to fulfill its fiduciary responsibility to The Episcopal Church. Executive Council may revoke, rescind, or modify the mandate or charter of any Executive Council Committee not otherwise created by Canon.

(i) The additional officers, agents and employees of the Council shall be such and shall perform such duties as the Council, upon the recommendation and under the authority and direction of the Chair and President, may from time to time designate.

Sec. 4 (a) The Council shall meet at such place, and at such stated times, at least three times each year, as it shall appoint and at such other times as it may be convened. The Council shall be convened at the request of the President, or on the written request of any nine members thereof.

(b) A majority of the elected members of the Council shall be necessary to constitute a quorum at any meeting of the Council. No action shall be taken in the name of the Council except when a quorum, so defined, is present and voting.

Sec. 5. With the exception of the salary of the President, the salaries of all officers of the Council and of all agents and employees of the Council shall be fixed by the Council and paid by the Treasurer.

Sec. 6 (a) The Executive Council shall submit to the General Convention at each regular session thereof the Budget for the Episcopal Church for the ensuing budgetary period, which budgetary period shall be equal to the interval between regular meetings of the General Convention.

(b) The budget proposed for adoption by General Convention shall include a Canonical and corporate portion which shall provide for the contingent expenses of the General Convention, the stipend of the Presiding Bishop together with the necessary expenses of that office, the necessary expenses of the President of the House of Deputies, including the staff and Advisory Council required to assist in the performance of the duties and matters related to the President's office, and the applicable Church Pension Fund assessments, and also the corporate requirements for the administrative support of the Domestic & Foreign Missionary Society offices.

(c) The budget proposed for adoption by the General Convention shall include provision for support for the Program of the Episcopal Church.The program so submitted shall include a detailed budget of that part of the program for which it proposes to make appropriations for the ensuing year, and estimated budgets for the succeeding portion of the budgetary period.

(d) Revenue to support the Budget for the Episcopal Church shall be generated primarily by a single asking of the Dioceses of the church based on a formula which the General Convention shall adopt as part of its Program, Budget, and Finance process. If in any year the total anticipated income for budget support is less than the amount required to support the budget approved by the General Convention,thecanonicalportionoftheBudgetfortheEpiscopal Church shall have funding priority over any other budget areas subject to any decreases necessary to maintain a balanced budget.

(e) After the preparation of the budget the Executive Council shall, at least four months before the sessions of the General Convention, transmit to the Bishop of each Diocese and to the President of each Province a statement of the existing and the proposed askings necessary to support the Budget for the Episcopal Church. The Executive Council shall also submit to the General Convention, with the budget, a plan for the askings of the respective Dioceses of the sum needed to execute the budget.

(f) There shall be joint sessions of the two Houses for the presentation of the Budget for the Episcopal Church; and thereafter consideration shall be given and appropriate action taken thereon by the General Convention. The Council shall have the power to expend all sums of money covered by the budget and estimated budgets approved by the Convention, subject to such restrictions as may be imposed by the General Convention, including but not limited to the priority declaration set forth in Section 6 (d) of this Canon. It shall also have power to undertake such other work provided for in the budget approved by the General Convention, or other work under the jurisdiction of the Council, the need for which may have arisen after the action of the General Convention, as in the judgment of the Council its income will warrant.

(g) Upon the adoption by the General Convention of a Budget for the Episcopal Church and the planned askings for the budgetary period, the Council shall formally advise each Diocese of its share of the total askings to support the Budget for the Episcopal Church.

(h) Each Diocese shall thereupon notify each Parish and Mission of the amount of the askings of such Diocese. Each Diocese shall present to each Parish and Mission a total objective which shall include both its share of the proposed Diocesan Budget and its share of the asking of the Diocese by the Executive Council in accordance with the plan adopted by the General Convention.

(i) Each diocese shall annually report to the Executive Council such financial information as may be required in a form authorized by Executive Council.

(j) Each Diocese shall report annually to the Executive Council the name and address of each new congregation, and of each congregation closed or removed by reason of any of the following:

(1) dissolution of the congregation;

(2) removal of the congregation to an other Diocese due to cession or retrocession of geographic territory in which the congregation is located, pursuant to Articles V.6 or VI.2 of the Constitution;

(3) removal of the congregation to a new physical location or address, identifying both the location or address from which the congregation has removed, and the successor location or address; and

(4) merger of the congregation into one or more other congregations, in which case the Diocese shall include in its report the names of all congregations involved in the merger, and the physical location and address at which the merged congregations shall be located.

Sec. 7 (a) Every Missionary Bishop or, in case of a vacancy, the Bishop in charge of the jurisdiction, receiving aid from the Council, shall report at the close of each fiscal year to the Council, giving account of work performed, of money received from all sources and disbursed for all purposes, and of the state of the Church in the jurisdiction at the date of such report, all in such form as the Council may prescribe.

(b) Every Bishop of a Diocese receiving aid from the Council shall report at the close of each fiscal year to the Council, giving account of the work in the Diocese supported in whole or in part by the Council.

Sec. 8. The Council, as soon as practicable after the close of each fiscal year, shall make and publish a full report of its work to the Church. Such report shall contain an itemized statement of all receipts and disbursements and a statement of all trust funds and other property of The Domestic and Foreign Missionary Society, and of all other trust funds and property in its possession or under its control. The Council shall make a like report, including a detailed schedule of the salaries paid to all officers, agents, and principal employees, to each General Convention.

Sec. 1 (a) There shall be an Executive Council of the General Convention (which Council shall generally be called simply the Executive Council, or the Council) whose duty it shall be to oversee the execution of the program and policies adopted by the General Convention. As Executive Council, and also in its capacity as Board of Directors of the Domestic and Foreign Missionary Society, the Executive Council shall have oversight of the work done by the Presiding Bishop and the Society. The Executive Council shall also have oversight responsibility for the work of the Office of General Convention, and the Executive Officer of General Convention shall report directly to the Executive Council. In such capacities, the Council shall have oversight responsibility for the disposition of the moneys and other property of the Domestic and Foreign Missionary Society in accordance with the provisions of this Canon and the resolutions, orders, and budgets adopted or approved by the General Convention. It shall also have oversight responsibility for the disposition of the moneys of the Office of General Convention. The Council shall adopt procedures it deems appropriate for approval of expenditures by the Domestic and Foreign Missionary Society and the Office of General Convention.

(b) The Executive Council shall be accountable to the General Convention and shall render a full, published report concerning the work of the bodies for which it has oversight responsibility to each meeting of the General Convention. The report shall include information on the implementation of all resolutions adopted in the previous General Convention calling for action by the Executive Council, the Presiding Bishop, the Domestic and Foreign Missionary Society, and the Office of General Convention.

(c) The Executive Council shall be composed of 19 members elected by the General Convention, of whom 10 shall be elected at General Convention in even-numbered years, and nine shall be elected at General Convention in odd-numbered years. The Executive Council shall include one elected member from each of the nine Provinces; at least three Bishops, five presbyters or deacons, and eleven lay persons; and the rules of order of the General Convention shall structure the voting for Council members so as to assure that this minimum distribution of Provinces and Orders is achieved. The Presiding Bishop and the Presiding Deputy shall be ex officiis members on the Executive Council, with seat, voice, and vote.

(d) The Executive Council shall appoint a Governance Committee from among its members to assist the Council to (i) advise the Standing Committee on Search and Nominations annually in November on what skills are needed on the Executive Council to enable it to function with maximum effectiveness, and whether those skills are at that time represented on the Executive Council, and (ii) create a charter that describes the skills requisite for service on the Executive Council.

(e) The Executive Council members elected by General Convention shall be elected from among candidates nominated by the Joint Standing Committee on Nominations established by the Rules of Order. The Synod of each Province shall, within six months before General Convention, submit to the Joint Standing Committee on Nominations the names of up to six persons from its Province, including at least one from each of the three Orders, to be considered as a nominee for Executive Council. In considering candidates for nomination, the Standing Committee shall consider the skills, gifts, and experience needed by the Executive Council in discharging its responsibilities under this Canon; the value of cultural and geographic diversity on the Council; the input received from the Executive Council; and the value of including historically underrepresented voices in the governance of the Church. The Standing Committee shall present a slate of nominees that includes at least six Bishops, ten presbyters or deacons, and twenty-two lay persons. Nominees for Executive Council are not required to be Deputies. There shall not be nominations for Executive Council positions from the floor of General Convention.

(f) The Presiding Bishop shall be the Chair of Executive Council, and the Presiding Deputy shall be the Vice Chair of Executive Council.

(g) The Church General Manager, the Church Treasurer, the Church Legal Officer, the General Convention Executive Officer, and the Church Secretary shall be ex officiis members with seat and voice but no vote on the Executive Council.

(h) Except in the case of members initially elected for shorter terms in order to achieve rotation of terms, the terms of office of the members of the Council (other than ex officiis members) shall be equal to twice the interval between regular meetings of the General Convention. The terms of office of all members shall commence immediately upon the adjournment of the General Convention at which they were elected. The term of a member shall become vacant in the event of two absences from meetings of the Council in the interval between successive regular meetings of the General Convention unless excused by the Chair and Vice Chair for good cause. Members shall remain in office until their successors are elected and qualified. No person who has served at least three consecutive years on the Executive Council shall be eligible for immediate re-election for a term of more than three years. After any person shall have served six consecutive years on the Executive Council, a period of three years shall elapse before such person shall be eligible for re-election to the Council.

(i) Should any vacancy occur in the Council through death, resignation, disability, or other reason, the Council shall fill such vacancy by the election of a suitable person to serve until a successor is elected by the General Convention. If the vacancy results in no member of Executive Council from a Province, the Council shall elect a person from that Province to fill the vacancy until the next General Convention. The General Convention shall elect a suitable person to serve the portion of any term that will remain unexpired from among nominees selected in the manner provided in this Canon.

(j) The Council shall exercise the powers conferred upon it by Canon, and such further powers as may be designated by the General Convention. It may, subject to the provisions of this Canon, enact procedures for its own committees.

(k) The Council shall elect the Church’s members of the Anglican Consultative Council (ACC) and of other Anglican and ecumenical bodies for which no other procedure is provided. Members of the ACC representing The Episcopal Church shall report to each General Convention using the schedule and format required for Standing Commissions in Canon I.1.2 (j) and (k), and shall provide comprehensive written reports to Executive Council at Council's next meeting following each meeting of the ACC.

(l) The Presiding Deputy shall serve as a Vice President of the Domestic and Foreign Missionary Society. The Presiding Deputy shall be ex officio Vice Chair of Council.

(m) The Secretary of the General Convention shall be ex officio the Secretary of Council.

(n) Upon joint nomination of the Presiding Officers, the Council shall appoint a Church General Manager for the Domestic and Foreign Missionary Society, who shall be an adult confirmed communicant in good standing or a member of the clergy of this Church in good standing who shall serve at the pleasure of, and report and be accountable to, the Presiding Bishop. If a vacancy should occur in the office of the Church General Manager, a successor shall be appointed in like manner.

(o) Upon joint nomination of the Presiding Officers, the Council shall appoint a Treasurer for the Domestic and Foreign Missionary Society, who may, but need not, be the same person as the Treasurer of the General Convention and who shall serve at the pleasure of, and report and be accountable to, the Presiding Bishop. If a vacancy should occur in that office, a successor shall be appointed in like manner. The Treasurer shall function as both treasurer and the chief financial officer of DFMS.

(p) Upon joint nomination of the Presiding Officers, the Council shall appoint a Church Legal Officer for the Domestic and Foreign Missionary Society, who shall serve at the pleasure of, and report and be accountable to, the Presiding Bishop. If a vacancy should occur in that office, a successor shall be appointed in like manner.

(q) The officers and staff of the Domestic and Foreign Missionary Society shall assist the Presiding Bishop in carrying out the work of the Church.

(r) Upon joint nomination of the Presiding Officers, the Council shall appoint a General Convention Executive Officer, who shall serve at the pleasure of, and report and be accountable to, the Executive Council. If a vacancy should occur in that office, a successor shall be appointed in like manner. Unless otherwise directed by Executive Council, the supporting staff of the General Convention Executive Officer shall include the functions of a Secretary and a Treasurer of the General Convention and those of a Manager of the General Convention. The General Convention Executive Officer shall be responsible for coordinating the work of the Standing Committees specifically funded by the General Convention Expense Budget.

(s) The Executive Council, by the affirmative vote of two-thirds of its entire membership, may elect to terminate the employment of the Church General Manager, Church Treasurer, Church Legal Officer, or General Convention Executive Officer. In that event, a successor shall be appointed in the manner set out in this Canon for appointments to those positions.

(t) The Chair shall preside at meetings of the Council, shall perform such other duties as are customary for such office, and shall perform such other duties as may be conferred by Canon and the bylaws of the Council. In the absence or at the request of the Chair, the Vice Chair shall preside at meetings of the Council and shall perform such other duties as may be conferred by Canon and by the bylaws of the Council.

(u) Upon joint nomination of the Chair and Vice Chair, the Executive Council shall elect an Audit Committee of the Council and the Domestic and Foreign Missionary Society. The Committee shall be composed of six members: one from the Executive Council committee with primary responsibility for financial matters; one from the Standing Committee on Program, Budget, and Finance; and the remaining four from members of the Church-at-large having experience in general business and financial practices. The members shall serve for a term of three years beginning on January 1 following a regular meeting of the General Convention or immediately following their appointment, whichever comes later, and continue until a successor is appointed, and may serve two consecutive terms, after which a full triennium must elapse before being eligible for re-election. Annually the Audit Committee shall elect a Chair of the Committee from among its members. The Audit Committee shall regularly review the financial statements relating to all funds under the management or control of the Council and the Society and shall report thereon at least annually to the Council. Upon recommendation of the Audit Committee, the Executive Council shall employ on behalf of the Council and the Society an independent Certified Public Accountant firm to audit annually all accounts under the management or control of the Council and Society. After receipt of the annual audit, the Audit Committee shall recommend to the Council and Society what action to take as to any matters identified in the annual audit and accompanying management letter. The responsibilities of the Audit Committee shall be set out in an Audit Committee Charter. The Audit Committee shall review, at least annually, the Committee's Charter and recommend any changes to the Executive Council for approval.

(v) The Executive Council may establish by its bylaws such Standing Committees, consisting of its own members, as shall be appropriate and necessary for the discharge of its duties, the members of which are to be nominated jointly by the Chair and Vice Chair and appointed by the Council. The Council may also establish such other Committees and ad hoc working groups or task forces, which may include or consist of non-members, to be nominated jointly by the Chair and Vice-Chair and appointed by the Council, as may be necessary to fulfill its fiduciary responsibility to the Church. Unless otherwise provided in the procedures adopted by Executive Council, each Committee of Executive Council will cease to exist at the close of the next General Convention following its creation unless extended by Executive Council. Executive Council may revoke, rescind, or modify the mandate or charter of any Executive Council Committee not otherwise created by Canon.

(w) The Executive Council shall have a budget approved by General Convention for its work and the necessary expenses of its members and Committees. The Executive Council shall establish policies and procedures for managing and handling disbursements of funds from this budget.

Sec. 4 (a) [sic]The Council shall meet at such place, and at such stated times, at least three times each year, as it shall appoint and at such other times as it may be convened. The Council shall be convened at the request of the Chair, or on the written request of any five members thereof.

(b) A majority of the elected members of the Council shall be necessary to constitute a quorum at any meeting of the Council. No action shall be taken in the name of the Council except when a quorum, so defined, is present and voting. A member may participate in, and vote at, Council meeting by means of technology where all participants may hear one another simultaneously and according to procedures and guidelines set forth in the Council bylaws.

Sec. 5. Members of Executive Council shall be entitled to reimbursement for their reasonable expenses of attending meetings, in accordance with procedures established and approved by Executive Council. Except as determined by General Convention, the salaries of all officers of the Council and of all agents and employees of the Council and the Society shall be fixed by the Council.

Sec. 6 (a) The Executive Council shall submit to the General Convention at each regular session thereof a proposed budget for the Episcopal Church for the ensuing budgetary period, which budgetary period shall be equal to the interval between regular meetings of the General Convention. The Church Treasurer, supported by his or her staff, shall be responsible for preparing drafts of the proposed budget for review and approval of Executive Council.

(b) The budget proposed for adoption by General Convention shall provide for the expenses of the General Convention, the expenses of the mission and ministry programs of the Church and of its administration, the stipends and expenses of the Presiding Bishop and the Presiding Deputy, together with the necessary expenses of those offices, and the applicable Church Pension Fund assessments.

(c) Revenue to support the budget for The Episcopal Church shall be generated primarily by a single assessment of the Dioceses of the Church based on a formula which the General Convention shall adopt as part of its Program, Budget, and Finance process. If in any year the total anticipated income for budget support is less than the amount required to support the budget approved by the General Convention, the Executive Council shall make appropriate spending adjustments as faithful as possible to the budget adopted by General Convention.

(d) After the preparation of the proposed budget the Executive Council shall, at least four months before the General Convention convenes, transmit to the Bishop of each diocese and to the President of each Province a statement of the existing and the proposed assessments necessary to support the proposed budget. The Executive Council shall also submit to the General Convention, with the proposed budget, a plan for the assessments of the respective dioceses of the sum needed to fund a balanced budget.

(e) A diocese that neglects or fails to pay its assessment according to the budget adopted by General Convention shall be subject to such reduction of any Church program funds designated for the diocese as the Executive Council may approve, taking into account the diocese’s particular circumstances.

(f) The General Convention shall consider and take appropriate action on the proposed budget presented to it.

(g) The Council shall have the power to approve, in accordance with such written procedures as it may deem prudent, expenditures of all sums of money covered by the budget and estimated budgets approved by the Convention, subject to such restrictions as may be imposed by the General Convention. It shall also have power to approve other initiatives proposed by the Presiding Bishop or otherwise considered by Council between meetings of the General Convention, as in the judgment of the Council are prudent and which the Church revenues will be adequate to support.

(h) Upon the adoption by the General Convention of a budget and the diocesan assessments for the budgetary period, the Council shall formally advise each diocese of its share of the total assessments to support the budget for the Episcopal Church.

(i) Each diocese shall thereupon notify each Parish and Mission of the amount of the assessments of such diocese. Each diocese shall present to each Parish and Mission a total objective which shall include both its share of the proposed Diocesan Budget and its share of the assessment of the diocese by the Executive Council in accordance with the plan adopted by the General Convention.

(j) Each diocese shall annually report to the Executive Council such financial and other information pertaining to the state of the Church in the diocese as may be required in a form authorized by Executive Council.

(k) Each diocese shall report annually to the Executive Council the name and address of each new congregation, and of each congregation closed or removed by reason of any of the following:

(1) dissolution of the congregation;

(2) removal of the congregation to another diocese due to cession or retrocession of geographic territory in which the congregation is located, pursuant to Articles V.6 or VI.2 of the Constitution;

(3) removal of the congregation to a new physical location or address, identifying both the location or address from which the congregation has removed, and the successor location or address; and

(4) merger of the congregation into one or more other congregations, in which case the diocese shall include in its report the names of all congregations involved in the merger, and the physical location and address at which the merged congregations shall be located.

Sec. 7 (a) Every Missionary Bishop or, in case of a vacancy, the Bishop in charge of the jurisdiction, receiving aid from the General Convention budget, shall report at the close of each fiscal year to the Council, giving account of work performed, of money received from all sources and disbursed for all purposes, and of the state of the Church in the jurisdiction at the date of such report, all in such form as the Council may prescribe.

(b) Every Bishop of a diocese receiving aid from the General Convention budget shall report at the close of each fiscal year to the Council, giving account of the work in the diocese supported in whole or in part by that aid.

Sec. 8. The Council, as soon as practicable after the close of each fiscal year, shall cause to be prepared and publish a full report of the work of the Executive Council, the Domestic and Foreign Missionary Society, and the General Convention Office to the Church. Such report shall contain an itemized statement of all receipts and disbursements and a statement of all trust funds and other property of The Domestic and Foreign Missionary Society, and of all other trust funds and property in its possession or under its oversight responsibility. The report shall include a schedule of the salaries paid to all officers of the Domestic and Foreign Missionary Society.

Committee Substitute:

Resolved, the House of Bishops concurring, That Title I, Canon 4, Sections 1-5, be stricken in their entirety and replaced to read as follows:

Sec. 1 (a) There shall be an Executive Council of the General Convention (which Council shall generally be called simply the Executive Council, or the Council) whose duty it shall be to oversee the execution of the program and policies adopted by the General Convention. The Executive Council shall have oversight of the work done by the Domestic and Foreign Missionary Society in its capacity as its Board of Directors. The Council shall have oversight responsibility for the disposition of the funds and other property of the Domestic and Foreign Missionary Society in accordance with the provisions of this Canon and the resolutions, orders, and budgets adopted or approved by the General Convention. The Executive Council shall also have oversight responsibility for the work of the Office of General Convention and the Executive Officer of General Convention who shall report directly to the Executive Council. It shall also have oversight responsibility for the disposition of the moneys of the Office of General Convention. The Council shall adopt procedures it deems appropriate for approval of expenditures by the Domestic and Foreign Missionary Society and the Office of General Convention.

(b) The Executive Council shall be accountable to the General Convention and shall render a full, published report concerning the work of the bodies for which it has oversight responsibility to each meeting of the General Convention. The report shall include information on the implementation of all resolutions adopted in the previous General Convention calling for action by the Executive Council, the Domestic and Foreign Missionary Society, and the Office of General Convention.

(c) The Council shall exercise the powers conferred upon it by Canon, and such further powers as may be designated by the General Convention, and between sessions of the General Convention may initiate and develop such new work as it may deem necessary. Subject to the provisions of these Canons, it may enact By-laws for its own government and enact procedures for its own committees.

(d) The Executive Council shall be composed (a) of 20 members elected by the General Convention, of whom four shall be Bishops, four shall be Presbyters or Deacons, and 12 shall be Lay Persons who are confirmed adult communicants in good standing (two Bishops, two Presbyters or Deacons, and six Lay Persons to be elected by each subsequent regular meeting of the General Convention); (b) of 18 members elected by the Provincial Synods; (c) of the following ex officiis members: the Presiding Bishop and the President of the House of Deputies; and (d) the Chief Operating Officer, the Secretary, the Treasurer of the General Convention, the Chief Financial Officer of the Domestic and Foreign Missionary Society, and the Chief Legal Officer of the Executive Council, all of whom shall have seat and voice but no vote. Each Province shall be entitled to be represented by one Bishop or Presbyter or Deacon canonically resident in a Diocese which is a constituent member of the Province and one Lay Person who is a confirmed adult communicant in good standing of a Diocese which is a constituent member of the Province, and the terms of the representatives of each Province shall be so rotated that two persons shall not be simultaneously elected for equal terms.

(e) The Executive Council shall appoint a committee from among its members to assist the Council to (i) advise the Joint Standing Committee on Nominations and the Provincial Councils on what skills, gifts and experience are needed on the Executive Council to enable it to function with maximum effectiveness, and whether those skills are at that time represented on the Executive Council, and (ii) create a description of the skills, gifts and experience requisite for service on the Executive Council, including the value of cultural and geographic diversity on the Council and the value of including historically underrepresented voices in the governance of the Church.

(f) Of the Executive Council members elected by the General Convention, the Bishops shall be elected by the House of Bishops subject to confirmation by the House of Deputies, and the Presbyters or Deacons and Lay Persons shall be elected by the House of Deputies subject to confirmation by the House of Bishops.

(g) Except in the case of members initially elected for shorter terms in order to achieve rotation of terms, the terms of office of the members of the Council (other than ex officiis members) shall be equal to twice the interval between regular meetings of the General Convention. The terms of office of all members shall commence immediately upon the adjournment of the General Convention at which they were elected or, in the case of election by a Synod, upon the adjournment of the first regular meeting of General Convention following such election. The term of a member shall become vacant in the event of two absences from meetings of the Council in the interval between successive regular meetings of the General Convention unless excused by the Chair or Vice Chair for good cause. Members shall remain in office until their successors are elected and qualified. No person who has served at least three consecutive years on the Executive Council shall be eligible for immediate re-election for a term of more than three years. After any person shall have served six consecutive years on the Executive Council, a period of three years shall elapse before such person shall be eligible for re-election to the Council.

(h) Should any vacancy occur in the Council through death, resignation, disability, or other reason, with respect to a member elected by the General Convention, the Council shall fill such vacancy by the election of a suitable person to serve until a successor is elected by the General Convention.

(i) Should any vacancy occur in the Council through the failure of any Provincial Synod to elect a member, or through the death, resignation, or removal from the Province of any such member, the Provincial Council of the Province shall appoint a suitable person to serve until the Provincial Synod shall by election fill the vacancy.

Sec. 2. (a) The Presiding Bishop shall, ex officio, be the Chair and chief executive officer of the Executive Council, and as such, shall have ultimate responsibility for the oversight of the work of the Executive Council in the implementation of the ministry and mission of the Church as may be committed to the Executive Council by the General Convention.

(b) The President of the House of Deputies shall, ex officio, be the Vice- Chair of Executive Council.

(c) The Secretary of the General Convention shall be ex officio the Secretary of the Executive Council.

(d) The Treasurer of the General Convention shall be ex officio the Treasurer of the Executive Council.

(e) The Chair shall preside at meetings of the Council, shall perform such other duties as are customary for such office, and shall perform such other duties as may be conferred by Canon and the By-laws of the Council. In the absence of or at the request of the Chair, the Vice- Chair shall preside at meetings of the Council and shall perform such other duties as may be conferred by Canon and by the By-laws of the Council.

(f) Upon joint nomination by the Chair and the Vice-Chair, the Council shall appoint a Chief Operating Officer who shall serve at the pleasure of, and report and be accountable to, the Chair. If a vacancy should occur in the office of the Chief Operating Officer, a successor shall be appointed in like manner.

(g) Upon joint nomination by the Chair and the Vice-Chair, the Council shall appoint a Chief Financial Officer who shall serve at the pleasure of, and report and be accountable to, the Chair. If a vacancy should occur in that office, a successor shall be appointed in like manner.

(h) Upon joint nomination by the Chair and the Vice-Chair, the Council shall appoint a Chief Legal Officer who shall function as general counsel and serve at the pleasure of, and report and be accountable to, the Chair. If a vacancy should occur in that office, a successor shall be appointed in like manner.

(i) The Chief Operating Officer, the Chief Financial Officer, and the Chief Legal Officer of the Executive Council shall participate in an annual performance review conducted by the Chair, the results of which will be presented to the Executive Committee of the Executive Council.

(j) The Executive Council, by a two-thirds vote, may direct the Chair to no longer retain one or more of the Officers reviewed by the Chair in section 2(i).

(k) The Officers of the Domestic and Foreign Missionary Society and the Officers of the Executive Council, and a committee of six members of Executive Council who are not officers, shall engage in a mutual ministry review every eighteen months, facilitated by a consultant selected by the Chair and the Vice-Chair.

(l)The Council shall elect the Church’s members of the Anglican Consultative Council (ACC) and of other Anglican and ecumenical bodies for which no other procedure is provided in the Canons. Members of the ACC representing The Episcopal Church shall report to each General Convention using the schedule and format required for Standing Commissions in these Canons, and shall provide comprehensive written reports to Executive Council at the Council's next meeting following each meeting of the ACC.

Sec. 3. Upon joint nomination of the Chair and the Vice-Chair, the Executive Council shall elect an Audit Committee of the Council and the Domestic and Foreign Missionary Society. The Committee shall be composed of six members: one from the Executive Council committee with primary responsibility for financial matters; one from the Joint Standing Committee on Program, Budget, and Finance; and the remaining four from members of the Church-at-large having experience in general business and financial practices. The members shall serve for a term of three years beginning on January 1 following a regular meeting of the General Convention or immediately following their appointment, whichever comes later, and continue until a successor is appointed, and may serve two consecutive terms, after which a full triennium must elapse before being eligible for re-election. Annually the Audit Committee shall elect a Chair of the Committee from among its members. The Audit Committee shall regularly review the financial statements relating to all funds under the management or control of the Council and the Domestic and Foreign Missionary Society and shall report thereon at least annually to the Council. Upon recommendation of the Audit Committee, the Executive Council shall employ on behalf of the Council and the Domestic and Foreign Missionary Society an independent Certified Public Accountant firm to audit annually all accounts under the management or control of the Council and Domestic and Foreign Missionary Society. After receipt of the annual audit, the Audit Committee shall recommend to the Council and the Domestic and Foreign Missionary Society what action to take as to any matters identified in the annual audit and accompanying management letter. The responsibilities of the Audit Committee shall be set out in an Audit Committee Charter. The Audit Committee shall review, at least annually, the Committee's Charter and recommend any changes to the Executive Council for approval.

Sec. 4. The Executive Council may establish by its By-laws Committees and ad hoc working groups or task forces, which may include or consist of non-members, to be nominated jointly by the Chair and Vice-Chair and appointed by the Council, as may be necessary to fulfill its fiduciary responsibility to the Church. All Committees and ad hoc working groups and task forces of Executive Council will cease to exist at the close of the next General Convention following their creation unless extended by Executive Council. Executive Council may revoke, rescind, or modify the mandate or charter of all Executive Council Committees, ad hoc working groups and task forces not otherwise created by Canon.

Sec. 5. (a) The Council shall meet at such place, and at such stated times, at least three times each year, as it shall appoint and at such other times as it may be convened. The Council shall be convened at the request of the Chair, or on the written request of any five members of Council.

(b) A majority of the elected members of the Council shall be necessary to constitute a quorum at any meeting of the Council. No action shall be taken in the name of the Council except when a quorum, so defined, is present and voting. A member may participate in, and vote at, Council meetings by means of technology where all participants may hear one another simultaneously and according to procedures and guidelines set forth in the Council By-laws.

(c) Members of Executive Council shall be entitled to reimbursement for their reasonable expenses of attending meetings, in accordance with procedures established and approved by Executive Council. Except as determined by General Convention, the salaries of all officers of the Council and of all agents and employees of the Council and the Domestic and Foreign Missionary Society shall be fixed by the Council.

During the time for debate, the President announced that the House would be at ease and declared that the clock for debate be stopped.

The President called the House to order at 6:17 p.m.

The Secretary announced that he had been made aware that Spanish translations had not been made available for Resolutions A004, A006, and D013.

The House of Deputies Committee on Dispatch of Business moved to postpone consideration of Resolutions A004, A006, and D013 until the first legislative item after the Consent Calendar of the Seventh Legislative Day.

Motion carried

Consideration postponed

House of Deputies

Continuation of Debate on A004

Deputy Van Brunt of Florida moved to amend the resolution.

Proposed Amendment:

To strike section 2(j).

Deputy Wood of New York moved to end debate on the amendment.

Motion carried

Debate terminated

A vote was taken on the amendment. The President ruled the amendment was defeated, but the House called for an electronic vote.

Motion carried

Amendment adopted

Deputy Johnstone of Lexington moved to amend the resolution.

Proposed Amendment:

Amend section 1(d) to read:

(d) The Executive Council shall be composed (a) of 2010members elected by the General Convention, of whom four twoshall be Bishops, fourtwoshall be Presbyters or Deacons, and 126 shall be Lay Persons who are confirmed adult communicants in good standing (two one Bishops, twoone Presbyters or Deacons, and sixthree Lay Persons to be elected by each subsequent regular meeting of the General Convention); (b) of 189 members elected by the Provincial Synods, alternating Presbyters/Deacons and laity in order that the number of clergy/laity be as equitable as possible; (c) of the following ex officiis members: the Presiding Bishop and the President of the House of Deputies; and (d) the Chief Operating Officer, the Secretary, the Treasurer of the General Convention, the Chief Financial Officer of the Domestic and Foreign Missionary Society, and the Chief Legal Officer of the Executive Council, all of whom shall have seat and voice but no vote. Each Province shall be entitled to be represented by one Bishop or Presbyter or Deacon canonically resident in a Diocese which is a constituent member of the Province and one Lay Person who is a confirmed adult communicant in good standing of a Diocese which is a constituent member of the Province, and the terms of the representatives of each Province shall be so rotated that two persons shall not be simultaneously elected for equal terms.

The President announced the time for debate had expired.

An electronic vote was taken on the amendment.

Motion defeated

Amendment defeated

Deputy Snow of Oregon moved to suspend the rules to extend debate on Resolution A004 by 10 minutes. An electronic vote was taken on the motion.

Motion defeated

An electronic vote was taken on the resolution.

Motion carried

Substitute resolution adopted with amendment

(Communicated to the House of Bishops in HD Message #182)

House of Bishops

The House of Bishops Committee on Governance and Structure presented its Report #2 on HD Message #182 on Resolution A004 (Amend I.4.1-8 -- Restructure Executive Council) and moved adoption with amendment.

The Rt. Rev. Steven Miller, Bishop of Milwaukee, moved to postpone to time certain the next Legislative Day.

Motion carried

[Ed. Note: Debate resumed on Resolution A004 on the morning of the Eighth Legislative Day.]

The House of Bishops Committee on Governance and Structure continued its Report #2 on HD Message #182 on Resolution A004 (Amend I.4.1-8 -- Restructure Executive Council) and moved adoption with amendment.

Committee Amendment:

Resolved, the House of Bishops concurring, That Title I, Canon 4, Sections 1-5, be stricken in their entirety and replaced to read as follows:

Sec. 1 (a) There shall be an Executive Council of the General Convention (which Council shall generally be called simply the Executive Council, or the Council) whose duty it shall be to oversee the execution of the program and policies adopted by the General Convention. The Executive Council shall have oversight of the work done by the Domestic and Foreign Missionary Society in its capacity as its Board of Directors. The Council shall have oversight responsibility for the disposition of the funds and other property of the Domestic and Foreign Missionary Society in accordance with the provisions of this Canon and the resolutions, orders, and budgets adopted or approved by the General Convention. The Executive Council shall also have oversight responsibility for the work of the Office of General Convention and the Executive Officer of General Convention who shall report directly to the Executive Council. It shall also have oversight responsibility for the disposition of the moneys of the Office of General Convention. The Council shall adopt procedures it deems appropriate for approval of expenditures by the Domestic and Foreign Missionary Society and the Office of General Convention.

(b) The Executive Council shall be accountable to the General Convention and shall render a full, published report concerning the work of the bodies for which it has oversight responsibility to each meeting of the General Convention. The report shall include information on the implementation of all resolutions adopted in the previous General Convention calling for action by the Executive Council, the Domestic and Foreign Missionary Society, and the Office of General Convention.

(c) The Council shall exercise the powers conferred upon it by Canon, and such further powers as may be designated by the General Convention, and between sessions of the General Convention may initiate and develop such new work as it may deem necessary. Subject to the provisions of these Canons, it may enact By-laws for its own government and enact procedures for its own committees.

(d) The Executive Council shall be composed (a) of 20 members elected by the General Convention, of whom four shall be Bishops, four shall be Presbyters or Deacons, and 12 shall be Lay Persons who are confirmed adult communicants in good standing (two Bishops, two Presbyters or Deacons, and six Lay Persons to be elected by each subsequent regular meeting of the General Convention); (b) of 18 members elected by the Provincial Synods; (c) of the following ex officiis members: the Presiding Bishop and the President of the House of Deputies; and (d) the Chief Operating Officer, the Secretary, the Treasurer of the General Convention, the Chief Financial Officer of the Domestic and Foreign Missionary Society, and the Chief Legal Officer of the Executive Council, all of whom shall have seat and voice but no vote. Each Province shall be entitled to be represented by one Bishop or Presbyter or Deacon canonically resident in a Diocese which is a constituent member of the Province and one Lay Person who is a confirmed adult communicant in good standing of a Diocese which is a constituent member of the Province, and the terms of the representatives of each Province shall be so rotated that two persons shall not be simultaneously elected for equal terms.

(e) The Executive Council shall appoint a committee from among its members to assist the Council to (i) advise the Joint Standing Committee on Nominations and the Provincial Councils on what skills, gifts and experience are needed on the Executive Council to enable it to function with maximum effectiveness, and whether those skills are at that time represented on the Executive Council, and (ii) create a description of the skills, gifts and experience requisite for service on the Executive Council, including the value of cultural and geographic diversity on the Council and the value of including historically underrepresented voices in the governance of the Church.

(f) Of the Executive Council members elected by the General Convention, the Bishops shall be elected by the House of Bishops subject to confirmation by the House of Deputies, and the Presbyters or Deacons and Lay Persons shall be elected by the House of Deputies subject to confirmation by the House of Bishops.

(g) Except in the case of members initially elected for shorter terms in order to achieve rotation of terms, the terms of office of the members of the Council (other than ex officiis members) shall be equal to twice the interval between regular meetings of the General Convention. The terms of office of all members shall commence immediately upon the adjournment of the General Convention at which they were elected or, in the case of election by a Synod, upon the adjournment of the first regular meeting of General Convention following such election. The term of a member shall become vacant in the event of two absences from meetings of the Council in the interval between successive regular meetings of the General Convention unless excused by the Chair or Vice Chair for good cause. Members shall remain in office until their successors are elected and qualified. No person who has served at least three consecutive years on the Executive Council shall be eligible for immediate re-election for a term of more than three years. After any person shall have served six consecutive years on the Executive Council, a period of three years shall elapse before such person shall be eligible for re-election to the Council.

(h) Should any vacancy occur in the Council through death, resignation, disability, or other reason, with respect to a member elected by the General Convention, the Council shall fill such vacancy by the election of a suitable person to serve until a successor is elected by the General Convention.

(i) Should any vacancy occur in the Council through the failure of any Provincial Synod to elect a member, or through the death, resignation, or removal from the Province of any such member, the Provincial Council of the Province shall appoint a suitable person to serve until the Provincial Synod shall by election fill the vacancy.

Sec. 2. (a) The Presiding Bishop shall, ex officio, be the Chair and chief executive officer of the Executive Council, and as such, shall have ultimate responsibility for the oversight of the work of the Executive Council in the implementation of the ministry and mission of the Church as may be committed to the Executive Council by the General Convention.

(b) The President of the House of Deputies shall, ex officio, be the Vice- Chair of Executive Council.

(c) The Secretary of the General Convention shall be ex officio the Secretary of the Executive Council.

(d) The Treasurer of the General Convention shall be ex officio the Treasurer of the Executive Council.

(e) The Chair shall preside at meetings of the Council, shall perform such other duties as are customary for such office, and shall perform such other duties as may be conferred by Canon and the By-laws of the Council. In the absence of or at the request of the Chair, the Vice- Chair shall preside at meetings of the Council and shall perform such other duties as may be conferred by Canon and by the By-laws of the Council.

(f) Upon joint-nomination by the Chair, andin consultation with the Vice-Chair, the Council shall appoint a Chief Operating Officer who shall serve at the pleasure of, and report and be accountable to, the Chair. If a vacancy should occur in the office of the Chief Operating Officer, a successor shall be appointed in like manner.

(g) Upon joint nomination by the Chair and the Vice-Chair, the Council shall appoint a Chief Financial Officer who shall serve at the pleasure of, and report and be accountable to, the Chair. If a vacancy should occur in that office, a successor shall be appointed in like manner.

(h) Upon joint nomination by the Chair, andin consultation with the Vice-Chair, the Council shall appoint a Chief Legal Officer who shall function as general counsel and serve at the pleasure of, and report and be accountable to, the Chair. If a vacancy should occur in that office, a successor shall be appointed in like manner.

(i) The Chief Operating Officer, the Chief Financial Officer, and the Chief Legal Officer of the Executive Council shall participate in an annual performance review conducted by the Chair, the results of which will be presented to the Executive Committee of the Executive Council.

(j) The Executive Council, by a two-thirds vote, may direct the Chair to no longer retain one or more of the Officers reviewed by the Chair in section 2(i).

(k) The Officers of the Domestic and Foreign Missionary Society and the Officers of the Executive Council, and a committee of six members of Executive Council who are not officers, shall engage in a mutual ministry review every eighteen months, facilitated by a consultant selected by the Chair and the Vice-Chair.

(l) The Council shall elect the Church’s members of the Anglican Consultative Council (ACC) and of other Anglican and ecumenical bodies for which no other procedure is provided in the Canons. Members of the ACC representing The Episcopal Church shall report to each General Convention using the schedule and format required for Standing Commissions in these Canons, and shall provide comprehensive written reports to Executive Council at the Council's next meeting following each meeting of the ACC.

Sec. 3. Upon joint nomination of the Chair and the Vice-Chair, the Executive Council shall elect an Audit Committee of the Council and the Domestic and Foreign Missionary Society. The Committee shall be composed of six members: one from the Executive Council committee with primary responsibility for financial matters; one from the Joint Standing Committee on Program, Budget, and Finance; and the remaining four from members of the Church-at-large having experience in general business and financial practices. The members shall serve for a term of three years beginning on January 1 following a regular meeting of the General Convention or immediately following their appointment, whichever comes later, and continue until a successor is appointed, and may serve two consecutive terms, after which a full triennium must elapse before being eligible for re-election. Annually the Audit Committee shall elect a Chair of the Committee from among its members. The Audit Committee shall regularly review the financial statements relating to all funds under the management or control of the Council and the Domestic and Foreign Missionary Society and shall report thereon at least annually to the Council. Upon recommendation of the Audit Committee, the Executive Council shall employ on behalf of the Council and the Domestic and Foreign Missionary Society an independent Certified Public Accountant firm to audit annually all accounts under the management or control of the Council and Domestic and Foreign Missionary Society. After receipt of the annual audit, the Audit Committee shall recommend to the Council and the Domestic and Foreign Missionary Society what action to take as to any matters identified in the annual audit and accompanying management letter. The responsibilities of the Audit Committee shall be set out in an Audit Committee Charter. The Audit Committee shall review, at least annually, the Committee's Charter and recommend any changes to the Executive Council for approval.

Sec. 4. The Executive Council may establish by its By-laws Committees and ad hoc working groups or task forces, which may include or consist of non-members, to be nominated jointly by the Chair and Vice-Chair and appointed by the Council, as may be necessary to fulfill its fiduciary responsibility to the Church. All Committees and ad hoc working groups and task forces of Executive Council will cease to exist at the close of the next General Convention following their creation unless extended by Executive Council. Executive Council may revoke, rescind, or modify the mandate or charter of all Executive Council Committees, ad hoc working groups and task forces not otherwise created by Canon.

Sec. 5. (a) The Council shall meet at such place, and at such stated times, at least three times each year, as it shall appoint and at such other times as it may be convened. The Council shall be convened at the request of the Chair, or on the written request of any five members of Council.

(b) A majority of the elected members of the Council shall be necessary to constitute a quorum at any meeting of the Council. No action shall be taken in the name of the Council except when a quorum, so defined, is present and voting. A member may participate in, and vote at, Council meetings by means of technology where all participants may hear one another simultaneously and according to procedures and guidelines set forth in the Council By-laws.

(c) Members of Executive Council shall be entitled to reimbursement for their reasonable expenses of attending meetings, in accordance with procedures established and approved by Executive Council. Except as determined by General Convention, the salaries of all officers of the Council and of all agents and employees of the Council and the Domestic and Foreign Missionary Society shall be fixed by the Council.

The Rt. Rev. Stephen Lane, Bishop of Maine, moved to amend the resolution.

Proposed Amendment:

Strike the committee's amendments and return to the Resolution as received from the House of Deputies.

Motion carried

Debate terminated

The question was called.

Motion carried

Amendment adopted

The Rt. Rev. Shannon Johnston, Bishop of Virginia, moved to amend the resolution.

Proposed Amendment:

Amend paragraph 18 to remove Committee's strike of "Joint;" strike "in consultation with;" and remove Committee's strike of "and."

Bishop Johnston withdrew the amendment.

Motion carried

Amendment withdrawn

Motion carried

The House concurred

(Communicated to the House of Deputies in HB Message #212)

Resolution Concurred by Both Houses, July 2.

Report Reference:   Task Force for Reimagining the Episcopal Church, Reports to the 78th General Convention, 2015, pp. 605-665.
Abstract:   The 78th General Convention reorganizes the canon on the Executive Council to clarify appointment and review of officers, and to remove provisions regarding the budget and the annual report required of each diocese.