The Constitution of the Brotherhood of St. Andrew, Inc.
(Amended by the Triennial Convention, Philadelphia, Pennsylvania, June 11, 2015)
Amendment to the Constitution approved by Executive Board March 1, 2018
Amendment to Constitution adopted at Triennial, July 5, 2018
Amendment to Constitution Adopted by Council Meeting, June 24, 2021
ARTICLE I
NAME, EMBLEM, OBJECTIVE, AND BASIS OF UNION
Section 1
The Business name of this fellowship shall be the Episcopal and Anglican Men’s Ministry/ Brotherhood of St. Andrew, Inc. (hereafter referred to as the Brotherhood). It is a ministry to and for men and youth of The Episcopal Church or any church in communion with it, or with churches that have a Historic Episcopate, within the fellowship of the Anglican Communion (hereafter referred to as “the Church”). The Brotherhood’s emblem shall be the CROSS OF ST. ANDREW.
Section 2
The Brotherhood acknowledges God: Father, Son and Holy Spirit; and accepts its responsibility for individual ministry to represent Jesus Christ and His Church; to bear witness to Him wherever we may be; and, according to the gifts given to us, to carry on Christ’s work of reconciliation in the world; and to take our place in the life, worship and governance of the Church.
The objective of the Brotherhood shall be as stated in Section 2 of the Act of the US Congress which, on May 30, 1908, incorporated the Brotherhood in the District of Columbia: “That the sole object of said corporation shall be the spread of Christ’s Kingdom among men.” To this end, each member of the Brotherhood pledges himself to follow three Disciplines, which are: Prayer, Study, and Service.
The Discipline of Prayer is to pray daily for the spread of Christ’s Kingdom, especially among men and youth, and for God’s blessings on the work of the Brotherhood.
The Discipline of Study is to study the Holy Scriptures regularly and the teachings of the Church to attain a better understanding of how to follow Christ and bring others into His Kingdom.
The Discipline of Service is to make continuous efforts, week by week, to bring others nearer to Christ through His Church.
Section 3
Any group of men or youth in any parish or mission of the Church, institution, prison, military organization, or Veterans Administration facility, first having the approval of the rector, vicar, minister-in-charge or a Chaplain of the Church, is entitled to apply for a charter as a Chapter of the Brotherhood, and upon approval by the National Office, to representation at annual National Council Meetings of the Brotherhood. Withdrawal of clergy approval terminates the right to hold a charter; however, those individuals who elect may retain their membership status by becoming Members-at-Large. In any institution not of the Church or at any military or Veterans Administration facility not served by a Chaplain of the Church, a Chapter of the Brotherhood may be established only with the approval of the Bishop of the Diocese in which said institution is situated. Chapters so formed shall be under the supervision of the Bishop or of a deputy appointed by the bishop. In any Diocese where three or more Members-at-Large desire to coordinate their efforts in behalf of the Brotherhood, a Bishop’s Chapter of the Brotherhood may be established with the approval of the Bishop. Chapters so formed shall be under the supervision of the Bishop or of a deputy appointed by him or her..
Only men and boys baptized in the Christian faith may be admitted to active membership in the Brotherhood and only communicants of the Church may hold elective office or be designated as delegates to National Council Meetings. In the case of a Junior Chapter, or a Chapter chartered in a Military, Veterans Administration facility, or correctional facility, this requirement may be waived, but only with the approval of the rector, vicar, minister-in-charge or chaplain.
Membership in Junior Chapters shall be limited to young men. Only males may be members or officers of the Brotherhood. Women and girls may participate in Brotherhood activities as Associates, as provided in Article II, Section 2.
Section 4
In the event of the dissolution of the Brotherhood of St. Andrew, Inc., all assets and real estate of the Brotherhood shall go into an investment trust under the control of the Executive Council ofthe Domestic and Foreign Missionary Society of The Episcopal Church. Income from the trust, to be known as the St. Andrew’s Trust, shall be used to support a program of evangelism among men and youth.
ARTICLE II
MEMBERSHIP AND ORGANIZATION
Section 1
There shall be three classes of membership: Active, Life and Honorary. An “Active Member” is one who has pledged to follow the Disciplines of Prayer, study, and service and an active member will has made an annual membership pledge to support the work of the Brotherhood either individually or through his chapter. Active members who cannot practically become affiliated with an active Chapter shall be known as Members-at-Large.
A “Life Member” shall be any person otherwise eligible for membership, who having made a contribution of a special amount of $1,000 will receive a certificate of Life Membership. A portion, not exceeding 40% percent of such contribution, shall be allocated toward current operating expenses with the remainder being invested in the Brotherhood Foundation.
An “Honorary Member” is one who because of high eminence in the Church or outstanding leadership in men’s ministry at home or abroad, is deemed worthy of the highest honor the Brotherhood can bestow. A unanimous vote of the National Council, in meeting assembled, will alone create such membership. Honorary members may by their own decision remain or become active members by the payment of an annual membership pledge. They will always be entitled to the floor at any Brotherhood meeting, but not to vote unless otherwise qualified for the particular type of meeting attended.
Section 2
Women may be invited to all Brotherhood meetings as “Associates.” Associates may attend Brotherhood meetings, and at Chapter and Assembly levels may participate in discussions and activities of the Chapter or Assembly; but Associates may not hold Chapter or Assembly office or have delegate status at national events and may not be recognized as “members” of the Brotherhood.
Section 3
The membership of the Brotherhood is organized into Chapters and Assemblies (of Chapters and Members-at-Large) with a National Office as the administrative agent of the President. In addition, the President, with the consent and advice of the National Council or its Executive Board, may create regional or Provincial subdivisions of the National Office in order to facilitate the transaction or supervision of Brotherhood affairs.
Chapters shall be Senior (including youth) or Junior (under 20 years of age), depending on the age limits of their members and meeting of other Constitutional and Bylaw requirements
Cathedral Chapters may be formed to insure all Members at large have voice and vote at National Council
Meetings. Each active Cathedral Chapter shall have one vote at National Council meetings..
Each active Chapter is entitled to one vote at National Council meetings by a delegate attending a National Council meeting or by absentee ballot as prescribed in the Bylaws and in the Constitution (Section 2, Article IV).
“Assemblies” shall be organized groups of four or more chapters within any diocese, or geographical area which, with the consent of the Bishop(s) concerned, band together for better coordination of Brotherhood activity in the area concerned. Each assembly is entitled to one vote by a delegate attending a National Council meeting or by absentee ballot as prescribed in the Bylaws and in the Constitution
Provincial Councils may be established in those Provinces with one or more Assemblies. The Provincial Council shall consist of the Provincial President, Diocesan Coordinators, Assistant Diocesan Coordinators, a representative of each chapter, and other National Council members in the Province, and Assembly Presidents. The Provincial Council shall meet at least once a year, prior to the annual National Council meeting to review progress versus goals in establishing new chapters and for plans to better support the operations of chapters within the Province.
“The National Office” of the Brotherhood shall consist of the President, Senior Vice President, Secretary, Treasurer, and such full time or part time administrative officers or employees as are necessary to transact Brotherhood business. No employee of the Brotherhood may be a member of the National Council but shall be entitled to be heard by it when matters within his cognizance are under discussion. The location of the National Office shall be prescribed by the National Council.
ARTICLE III
NATIONAL OFFICERS
Section 1
To be eligible for election to National Office in the Brotherhood an individual must be an active lay member of the Brotherhood. Failure to remain active or termination of National Council membership automatically terminates tenure of any officer, except that the Presiding Bishop of The Church shall be the Honorary President of the Brotherhood regardless of any other requirements.
Section 2
The national elective officers of the Brotherhood shall consist of a President, a National Council Chairman, a Senior Vice President, a Treasurer, a Secretary, a National Chaplain who shall be a Bishop of The Episcopal Church and Provincial Presidents as provided in section 4. The National Officers shall be elected by the National Council members. Elections shall occur every three years beginning with the National Council meeting in 2018..
Section 3
One or more Vice Presidents may be appointed by the President or the Executive Board to assist with the administration of the Brotherhood for specific supportive duties, with National Officer status. These vice presidential appointments will be interim, and considered probational for a period of not less than 6 months. Upon completion of the probationary period, their names shall be submitted to the personnel committee for consideration and review of their qualifications and a recommendation submitted to the Executive Board for confirmation.
Section 4
Provincial Presidents, who shall have National Officer status shall be elected every three years by their Provincial Council if one exists. Where a Provincial Council does not exist, the Provincial Presidents shall be elected by the National Council. Elections of Provincial Presidents shall provide one (1) for every region or National Province of the Church; and may be so elected for overseas jurisdictions. The Provincial President shall administer and promote all Brotherhood affairs in his Province under the supervision or authority of the National President. A qualified member may be appointed a Provincial President to fill an unexpired term by the National President, where a Provincial Council does not exist, and then he shall be elected at the next annual National Council Meeting. A Provincial President may serve two three (3) year terms
Section 5
The terms of office for elected officers shall be three (3) years as stated in the Bylaws for the particular office., and as otherwise provided in the Bylaws, no person shall serve more than three (3), three year terms. A two-thirds majority shall be required for election in the final three years in office. Any former officer, after a full term out of office, may be elected again to the office, which he previously held. Procedures for nomination, election, succession in office, including in special circumstances, and provisions for transitional support by retiring officers, are stated in the Bylaws.
Section 6
The National Officers listed in Section 2 above, and the Vice Presidents listed in Sections 3 and the Provincial Presidents listed in Section 4 shall be delegates to the National Council meetings and shall be on equal basis with Chapter and Assembly delegates.
Section 7
The National Council Chairman, or in his absence the President, shall preside over all meetings of the National Council. The President shall chair meetings of the Executive Board. Committee appointments (except the Nominating Committee, which is to be elected as provided in the Bylaws) shall be made by the President.
Section 8
The President, or in his absence or incapacitation, the Senior Vice President, shall be responsible for the operation of the Brotherhood. He shall be ex-officio a member of all committees except the Nominating Committee. The Senior Vice President shall be the chief consultant of the President and in case of inability of the President to perform his duties, shall immediately assume the duties, office and title of President, with the advice and consent of the National Council. Vice Presidents shall perform appropriate duties prescribed in the Bylaws and as assigned by the President. The Treasurer shall be the Chairman of the Finance Committee and shall supervise all matters of finance. The Secretary, with the assistance of the National Office employees of the Brotherhood, shall keep all corporate records and affix the corporate seal where required. The Chaplain shall advise the President and the National Council on spiritual and ecclesiastical matters.
Section 9
The Senior Vice President, under the direction of the President and the National Council, shall be the administrator of support work of the Brotherhood. He shall be responsible for supporting the National administrative organization of the Brotherhood, to include National Office operations, and as the National Council directs or as may be tasked by the President. The National administrative organization shall be defined by an organization chart prepared by the President and the Senior Vice President.
Section 10
All National Officers shall take office on the day of their election at the National Council meeting
Section 11
If any national office except President becomes vacant due to resignation, death, incapacity, or for any other reason, the President shall appoint an interim replacement who shall serve until the next National Council Meeting. At the meeting, an election shall be held to fill the remainder of the term.
If both offices of President and Senior Vice President become vacant, the National Council Chairman shall serve as Interim President of the Brotherhood of St. Andrew, Inc. until the next National Council Meeting and at that meeting an election shall be held to fill the remainder of the unexpired term.
ARTICLE IV
GOVERNMENT
Section 1
Legislative and policy making functions of the Brotherhood shall be vested in the National Council and Executive Board as provided in this Constitution and the Bylaws. The President and all other elected or employed administrative officials will conduct affairs of the Brotherhood in conformity with the Constitution and Bylaws
Section 2
The National Council of the Brotherhood shall have the sole power to legislate for the Brotherhood; except that action to amend the Constitution or Bylaws shall be limited to ratification or rejection of amendments proposed by the Executive Board as provided in Article X. Elections shall be held at intervals of three years (Beginning in 2018) at times and places determined by the National Council, except that for special events such as founding celebrations, etc., they may be held at shorter intervals. All National Officers and all Chapter, Assembly and Provincial Delegates have the right to vote at all National Council Meetings.. However, all Brotherhood members, Honorary members and members of Advisory Committees or Boards have the right to be heard.
All members of the Brotherhood are encouraged to attend National Council meetings and will be seated without voice or vote at business sessions unless otherwise eligible or granted permission to speak on a particular issue by the National Council Chairman. A simple majority of the delegates registered and in attendance shall determine the quorum required to conduct business at any National Council Meeting. The National Council Chairman or the President must preside at any session at which a vote is taken.
Section 3
The “National Council at its annual meeting” shall administer the affairs of the Brotherhood subject to this Constitution It shall have the power: (a) to execute theprovisions of this Constitution and the rules and orders of the annual meetings.(b) to enact and amend Bylaws for the transaction of Brotherhood business; (c) to fill in its membership caused by death, resignation or otherwise, except that vacancies occurring among its members who were elected by Assemblies/Provinces shall be referred to the appropriate Assembly/Province for filling; (d) to elect the national officers of the Brotherhood; (e) to consider review and adopt a budget for the ensuing fiscal year and (f) to elect at large members to the National Council in accordance with the bylaws.
The National Council members may vote in person or by absentee ballot.
The National Council shall consist of all elected officers, all appointed Vice Presidents, Provincial Presidents, and one representative from each chapter and one representative from each assembly. The immediate past president, and the immediate past National Council Chairperson are also members of the National Council.
Only active members of the Brotherhood shall be eligible for membership on the National Council and evidence of lapse of active status, properly presented, serves to terminate membership. Limitations as to the number of members will be prescribed in the Bylaws. In addition to legislative responsibilities, each member of the National Council has the individual responsibility of promoting the organization and effectiveness of Brotherhood Chapters in their respective areas and in assisting in raising funds for the support of National Office.
Section 4
“The Executive Board” shall exercise the powers of the National Council between sessions thereof. It shall screen all proposals for amendments to the Constitution & Bylaws and shall present recommended final revisions for ratification by the National Council as provided in Article X. It shall elect a Nominating Committee annually.
The Executive Board shall be composed of the President, Senior Vice President, National Council Chairperson, Treasurer, Secretary, all vice presidents, the National Chaplain, 9 Province Presidents, 6 chapter members, 3 members at large (not members of chapters), the immediate past president, and immediate past National Council Chairperson. The chapter representatives and the at large members will be elected in accordance with the bylaws.
The Executive Board shall meet on call of the President, at such times or places as he may set, and any meeting of the Executive Board must have a majority of the elected officers and 25% of the other elected Executive Board positions in attendance to transact any business. The business of the Executive Board may be conducted by correspondence, by telephone or other electronic communication means. Memoranda summarizing the matters discussed and decisions reached by the Executive Board shall be maintained in the National Office files; except that records of personnel matters may be retained in the President’s confidential files.
ARTICLE V
OTHER PERMISSIVE ADMINISTRATIVE SUBDIVISIONS AND OFFICIALS
Section 1
Whenever the President, after consultation with the National Council or its Executive Board, decides that a regional or Provincial subdivision of the National Office will facilitate administration of the Brotherhood, he shall appoint one of the Provincial Presidents therein resident, as chief administrator of the subdivision and will provide the necessary means, including funds, to carry out responsibilities delegated to him. Before such subdivision is created, a specific Bylaw governing its extent, operation and responsibilities must have been adopted by the National Council (with budgetary justification).
Section 2
A Diocesan Coordinator shall be appointed by the President or Senior Vice President upon the recommendation of the Provincial President. Duties and procedures for appointment or reappointment are as provided in the Bylaws. The Diocesan Coordinator shall coordinate the work of the Brotherhood under the direction of the Provincial President or National President, and serve as a point of contact and resource to the Diocese and its bishop. A Diocesan Coordinator will encourage the formation of Assemblies in his diocese and the Assembly officers will also assist him in the work of the Brotherhood. They shall serve for a term of three years, and may serve for additional terms as renewed and approved by the Provincial President.
Section 3
An Executive Director and other such officers may be employed with the consent of the National Council or its Executive Board.
Section 4
A National Missioner may be appointed by the President.
ARTICLE VI
RELATIONSHIP TO THE CHURCH
Every effort will be made at all levels of the Brotherhood to maintain harmonious relations with the Church, clergy and church organizations. The guiding principle in such relations shall be that the Brotherhood is a part, rather than a competitor, of parish, diocesan, provincial or national programs of the Church.
ARTICLE VII
FINANCE
Section 1
All Members-at-Large and all Chapter members’ are asked to make an annual pledge to support the work and ministry of The Brotherhood of St. Andrew, Pledges are payable annually on or before January 1st for each calendar year ending the following December 31st. Pledges include contributions to the operational expenses of the Brotherhood’s National Office, the mission and ministry of the Brotherhood, and to the production cost of Brotherhood communications in electronic and print format. Pledge Cards will be sent out to members each November 1st for the new calendar year.
Section 2
The general finance policy of the Brotherhood shall be to prepare a realistic budget and operate within its limits. Should the National program require more funds than are available from pledges and income from endowments, the President, after having first obtained the consent of the Executive Board, may solicit the active membership or selected portions of it for gifts to satisfy a particular need. The amount requested for annual pledges will be evaluated at each annual meeting of the National Council, in comparison with the previous and future year’s budgets, and appropriate adjustments will be made at such meetings.
Section 3
On October 24, 1939, The James L. Houghteling Memorial Fund was established by the Brotherhood. Designated memorial contributions and a percentage of the life membership pledges as established by the bylaws shall become a part of and be retained in the corpus of the Fund. The Fund, as amended, is continuing and exists for the purpose of receiving, retaining, and investing funds, the income from which shall be used for the maintenance, benefit, and support of the Brotherhood. The official name of the Trust Fund is “The Brotherhood of St. Andrew Foundation (James L. Houghteling Memorial Fund,” also referred to as “The Brotherhood Foundation.” Management of the fund assets shall be vested in the Finance Committee. The President, Treasurer, and Chancellor of the Brotherhood shall be notified of all contributions to the Fund, at the time such contributions are made, and they shall confirm through the annual independent audit that the balance of the corpus of the Fund reflects the addition of all contributions made the previous year. The National Council shall have the power to amend the Fund Agreement from time to time. The names of all persons memorialized shall be inscribed in the Brotherhood Book of Remembrance and published in the Brotherhood’s St. Andrew’s Cross publication.
ARTICLE VIII
NATIONAL OUTREACH
An outreach program of an evangelistic nature shall be promoted by all Brotherhood chapters. The National Council will at its annual meeting establish suggested priorities based current data, however each chapter is encouraged to respond to the needs in their local communities.
ARTICLE IX
AWARDS
Section 1
The President may, with the advice and consent of the National Council, establish awards honoring and recognizing outstanding service by particular individuals, to be awarded from time to time (by the National Council upon nomination by the President or others) to other persons, who may or may not be members of the Brotherhood, for similar outstanding services. All awards and honors will be administered in conformity with the Constitution and Bylaws, and directives of the President and National Council.
There shall be an honorary body known as “The Brotherhood Legion” to which all categories of members may be elected by the Executive Board in recognition of distinguished service in the Brotherhood. A special emblem shall be provided for members of this body.
Section 2
Each such award shall be cited in a specific Bylaw briefly naming the person honored, reason for recognition and basis for selection of succeeding recipients. Further procedural details for nomination, selection, and award shall be maintained in the National Office, and made available to interested inquirers. The existence of each such award and identity of all current recipients shall be appropriately recorded and published in current Brotherhood directories.
ARTICLE X
AMENDMENTS
Section 1
Amendments to the Constitution will require 2/3 approval by the National Council to be adopted. Amendments to the bylaws will require a simple majority approval by the National Council to be adopted.
Amendment action shall be limited to ratification or rejection of amendment proposals submitted by the Executive Board.
Section 2
Procedures for review, pre-approval and submittal of proposed Constitution or Bylaw amendments for action by National Council shall be as defined in the Bylaws. The object of such procedures shall be the presentation to the National Council of only those amendments that have been reviewed and submitted by the Executive Board prior to the National Council Meeting.
Section 3
The National Office shall notify the membership without delay of all changes made under the above procedures in either the Constitution or Bylaws.