§ 42. Corporate trustees, vestry; powers and duties thereof. No
meeting of the vestry or trustees of any incorporated Protestant
Episcopal parish or church shall be held unless either all the members
thereof are present, or three days' notice thereof shall be given to
each member thereof, by the rector in writing either personally or by
mail, or, if there be no rector or he be incapable of acting, by one of
the churchwardens; except that twenty-four hours' notice of the first
meeting of the vestry or trustees after an annual election shall be
sufficient, provided such meeting be held within three days after the
election. In the event of the rector of a parish or church refusing or
neglecting to call a meeting of the vestry or trustees of any
incorporated Protestant Episcopal church, on the written request of
two-thirds of all the wardens and vestrymen of the parish, the clerk of
the vestry shall call a meeting of the same by giving at least fifteen
days' written notice to be served on each member of the vestry
personally; if personal service cannot be had, then upon such member by
mailing the notice to his last known place of residence. To constitute
a quorum of the vestry or board of trustees, there must be present
either:

1. The rector and at least a majority of the whole number of wardens
and vestrymen, or

2. One churchwarden and one more than a majority of the vestrymen or
both churchwardens and a majority of the vestrymen, or

3. If the rector be absent from the diocese and shall have been so
absent for over four calendar months, or if the meeting be called by the
rector and he be absent therefrom or be incapable of acting, one
churchwarden and a majority of the vestrymen, or both churchwardens and
one less than a majority of the vestrymen. But if there be a rector of
the parish, no measure shall be taken, in his absence, in any case, for
effecting the sale or disposition of the real property of the
corporation, nor for the sale or disposition of the capital or principal
of the personal property of the corporation, nor shall any act be done
which shall impair the rights of such rector. The presiding officer of
the vestry or trustees shall be the rector, or if there be none, or he
be absent, the churchwarden who shall be called to the chair by a
majority of the votes, if both the churchwardens be present; or the
churchwarden present, if but one be present. At each meeting of the
vestry or trustees each member thereof shall be entitled to one vote.
The vestry shall have power to fill a vacancy occurring in the office of
a churchwarden or vestryman by death, resignation or otherwise than by
expiration of term, until the next annual election, at which, if such
vacancy would continue thereafter, it shall be filled for the remainder
of the unexpired term. If vacancies exist in the offices of
churchwardens or vestrymen in such number that a quorum of the vestry or
board of trustees is not in office at any time, the rector shall
forthwith call a special election for the filling of such vacancies. If
there be no rector, the churchwarden longest in office shall call such
special election. Notice of such special election shall be read by the
rector, or if there be none, or he be absent, by the officiating
minister or by one of the churchwardens, on the Sunday next preceding
such election, in the time of divine service. If for any reason the
usual place of worship of the parish be not open for divine service on
such Sunday such notice shall be posted conspicuously on the outer door
of the place of worship for one week next preceding the election. Such
notice shall conform to that required for an annual election. The
provisions of section forty-three of this chapter relating to annual
elections shall apply to such special election, except as inconsistent
herewith. Such vacancies shall be filled at such election for the
remainder of the unexpired terms. The vestry may, subject to the canons
of the Protestant Episcopal church in the United States, and of the
diocese in which the parish or church is situated, by a majority vote,
elect a rector to fill a vacancy occurring in the rector-ship of the
parish, and may fix the salary or compensation of the rector.