Section 42 - Corporate trustees, vestry; powers and duties thereofNo 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, or2. One churchwarden and one more than a majority of the vestrymen or both churchwardens and a majority of the vestrymen, or3. 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.N.Y. Relig. Corp. Law § 42