Adopted: October 9, 2001; Revised and Restated June 3, 2005
SECTION ONE
Members
1.1 The members of this Corporation shall be the (arch) dioceses of the Catholic Church in the United States and Canada, represented by lay, religious and clergy who, by appointment of their diocesan bishop, have responsibilities in data processing, financial, or administrative matters for their (arch) diocese.
1.2 Each voting member (arch) diocese of the Corporation shall pay annual membership dues during the first quarter (January1-march 31) of each calendar year. The dues shall be determined by the Board of Directors after consultation with the membership.
1.3 Each voting member shall have the right to one vote. The bishop of each (arch) diocesan member shall select a delegate to cast the vote of the member.
1.4 Membership is open to others who do not qualify for membership as defined in section1.1 above, but who do have an interest in the work and activities of the Corporation. These individuals may serve as non-voting members, and shall pay dues in the manner prescribed in Section 1.2 above. To preserve the “diocesan” nature and purposes of the Corporation, non-voting members shall enjoy all the rights and privileges of membership, with the exception of the right to vote in any Corporate matters or to assist in determining the policy of the Corporation in any regard whatsoever. Non-voting membership is subject to review and approval by the Board of Directors, which may rescind, revoke or refuse such membership to any group or individual.
SECTION TWO
Powers of the Members
2.1 The following powers are reserved exclusively to the members of the Corporation:
2.1.1 to elect the members of the Board of Directors of the Corporation.
2.1.2 to amend, alter, modify or repeal the Articles of Incorporation and Code of Regulations.
SECTION THREE
Meetings of Members
3.1 The members shall meet annually or as necessary or required by law.
3.2 The president of the Board of Directors, or his designee (herein referred to as the “Chair”) shall chair all meetings of the members.
3.3 The annual meeting of the members shall be held on such date fixed by the Chair, at such time and place as may be designated by the Chair.
3.4 Special meetings of the members may be called at any time by the Chair or by a majority of the members of the Board of Directors of the Corporation.
3.5 The Chair shall appoint a Secretary from among the members who shall give the required notices and keep appropriate records of the actions of the members. The Secretary shall serve for a term at the Chair’s will.
3.6 Written notice of every annual and special meeting of the members of the Corporation shall be given by the Secretary to all members of the Corporation not less than five (5) nor more than thirty (30) days prior to the day named for the meeting. Such notice shall include the place, day, hour and general nature of the business to be transacted thereat.
3.7 At all annual and special meetings of the members of the Corporation a majority of the members shall constitute a quorum for the transaction of business.
3.8 Members may cast their vote through a written proxy, submitted via email, fax or USPS
SECTION FOUR
Board of Directors
4.1 The business and affairs of this Corporation shall be managed by a Board of Directors subject to the limitations imposed by the Articles of Incorporation of this Corporation and the Code of Regulations.
4.2 Membership in the Board of Directors shall consist of six (6) Directors. Each Director shall have one vote on each question brought before the Board of Directors.
4.2.1 The retiring President, if his or her three year term as Director has expired, shall serve as non-voting ex-officio Director for one year.
4.3 The Site-Chairperson shall serve as a non-voting, ex-officio director, during the year leading up to and the year following the annual convention. Such ex-officio directors shall not count toward the total of six (6) allowable directors.
4.4 Elected directors shall be elected by the majority vote of the members in attendance at the annual meeting.
4.5 Elected directors shall ordinarily serve for a term of three (3) years. A Director’s term shall commence upon the announcement of the election results at the annual Convention. A person may be re-appointed to one additional consecutive term, and may be reelected after a waiting period of three years.
Directors may initially be elected for terms of less than three (3) years, for the purpose of dividing the Board of Directors into three (3) groups, substantially equal in number, with terms expiring at intervals of one (1) year.
Elected directors shall be subject to removal at any time by the affirmative vote of a majority of the members of the Board of Directors.
4.6 If the office of an elected director becomes vacant by reason of death, illness, resignation, removal, failure to attend director meetings or otherwise, the vacancy shall be filled by a vote of the majority of the remaining members of the Board of Directors.
4.7 The powers of the Board of Directors shall be:
4.7.1 to exercise general management and control of the ordinary business and affairs of this Corporation,
4.7.2 to implement the policies of this Corporation as determined by the Directors of the Corporation, and not to act contrary thereto,
4.7.3 to appoint the appropriate committees,
4.7.4 to enter into contracts.
4.7.5 to receive gifts and grants on behalf of the Corporation,
4.7.6 to set the proper schedule of fees and charges for the Corporation,
4.7.7 to develop the necessary financial support and funding for the Corporation’s long range stability,
4.7.8 to establish operating and capital budgets of the Corporation,
4.7.9 to safeguard the Corporation’s assets,
4.7.10 to prepare an annual report to the members of the Corporation,
4.7.11 to do all else necessary to promote the spiritual, physical and financial well-being of the Corporation.
SECTION FIVE
Meetings of the Board of Directors
5.1 Regular meetings of the Board of Directors shall be held quarterly, at such time, place and date as may be from time to time determined by the Board of Directors.
5.2 Special meetings may be called by the President or by one-third of those persons serving on the Board of Directors. Written notice of special meetings shall be given to each director at least five (5) days prior to the special meeting.
5.3 For regular or special meetings of the Board of Directors, one-half of the number of directors then serving shall constitute a quorum.
5.4 Failure of a director to attend two (2) two consecutive meetings of the Board of Directors, whether regular or special meetings, without prior excuse from the President of the Board, shall result in the immediate termination of that director’s term of office, without the requirement of any further action by the Corporation or notice to such director, and the vacancy created thereby shall be filled by the remaining Directors.
5.5 Any action by the Board of Directors, required or permitted to be taken in any meeting, may be taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by all of the Directors who would be entitled to notice of a meeting for such purpose. Any such writing shall be filed with and entered upon the records of the Corporation. Meetings of the Directors may be held at any place within or without the state and may be conducted by means of communication equipment if all persons participating can hear each other and participation in such a meeting shall constitute presence at such meeting.
SECTION SIX
Officers of the Board of Directors
6.1 The officers of the Board of Directors shall be a President, a Vice-President and a Secretary-Treasurer, all of whom shall be elected by the Board of Directors at the first meeting after the Annual Convention.
6.2 Officers shall hold office for a term of one (1) year, or until their successors are elected and qualified.
6.3 The President shall, when present, preside at all meetings of the Board of Directors and meetings of the Members. He/She shall serve as the Chief Executive Officer of the Corporation and shall present at each Annual Convention of the Corporation an annual report of the work of the Corporation. He shall appoint all committees, whether temporary or standing. He/She shall sign, with any other proper officer, any deeds, mortgages, bonds, contracts or other instruments which may be lawfully executed on behalf of the Corporation, except where required or permitted by law to be otherwise signed and executed, except where the signing and execution there of shall be delegated by the members or the Board of Directors to some other officer or agent. He/She shall have authority to sign checks or drafts on behalf of the Corporation and shall assure that funds from the approved budget of the Corporation are made available to appropriate persons for designated expenditures.
6.4 The Vice-President unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform his/her duties and exercise the powers of that office. In addition, he/she shall serve as Program Chairperson of the Annual Convention and shall perform such other duties and have such other powers as the Board of Directors shall prescribe. He/She shall be authorized to sign checks or drafts on behalf of the Corporation.
6.5 The Secretary-Treasurer shall keep accurate records of the acts and proceedings of all meetings of the Board of Directors. He/She shall give all notices required by law and by the Code of Regulations. He/She shall have general charge of the Corporate Books and Records. He/She shall sign such instruments as may require his/her signature, and, in general, shall perform all duties incident of the Office of the Secretary-Treasurer and such other duties as may be assigned him/her from time to time by the President or by the Board of Directors. He/She shall be responsible for directing the fund-raising for the Corporation and shall be authorized to sign checks or drafts on behalf of the Corporation. He/She shall provide for an annual review, conducted by an audit committee of the Board. For presentation to the Board of Directors and the Members.
SECTION SEVEN
Committees of the Board of Directors
7.1 Committees of the Board of Directors shall be Standing and Special. The President shall appoint the chair and members of all Standing and Special Committees, unless otherwise specified in the Code of Regulations.
The Standing Committees shall be: Executive, Nominating and Conference Planning.
Membership on Standing and Special Committees is not limited to members of the Board of Directors, unless otherwise specified by the Code of Regulations.
7.2 The Executive Committee shall consist of the President, the Vice-President, the Secretary-Treasurer of the Board.
The Executive Committee shall have the power to transact all regular business of the Corporation during the period between the meetings of the Board of Directors. All matters of major importance will be reported to the Board of Directors. The Executive Committee shall meet as necessary.
7.5 The Nominating Committee shall consist of a chair and at least (2) other members all of whom shall be appointed by the President of the Corporation, after consultation with the Board of Directors. This Committee shall solicit nominations from the Members of the Corporation and shall be responsible for compiling and presenting to the Members at each Annual Convention, a slate of nominees for election to the Board of Directors and containing names of at least twice as many nominees as the number of Directors to be elected at each meeting. In preparing this slate, the Committee shall give consideration to having a balanced representation from large and small dioceses in different regions of the country, priests, religious and laity. The term of such members comprising the Nominating Committee shall be one year.
SECTION EIGHT
Indemnification of Directors and Officers
8.1 Each Director, officer, director, agent, employee or volunteer of this Corporation, and any Director, officer, director, agent, employee or volunteer of any other corporation serving as such at the request of this Corporation shall be indemnified by this Corporation under the standards set by and to the fullest extent allowable under Section 1702.12(E), Ohio Revised Code, as the same shall be amended from time to time.
The foregoing right of indemnification shall be in addition to any other rights to which any person seeking indemnification may be or become entitled by law, by a vote of members or disinterested Directors of this Corporation or otherwise.
8.2 The Corporation, to the full extent then permitted by law and authorized by the Directors, may purchase and maintain insurance on behalf of any persons described in Section 8.1 above, against any liability asserted against and incurred by any such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability.
8.3 No amendment or repeal of this Section Eight shall adversely affect any right or protection extended to a representative hereunder for an act or failure to act occurring prior to the time of such amendment or repeal. Each representative shall be deemed to act in such capacity in reliance upon the rights of indemnification and advancement of expenses hereunder. The rights to indemnification hereunder shall continue as to a person who has ceased to be a representative and shall inure to the benefit of the heirs, executors and administrators of such person.
SECTION NINE
Fiscal Year
9.1 The fiscal year of this Corporation shall begin on January1st of the calendar year and end on December 31st.
SECTION TEN
Dissolution
10.1 Upon dissolution or termination of the organization, its assets will be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or a corresponding section of any future tax code.
SECTION ELEVEN
Amendments
11.1 This Code of Regulations may be amended only by a two-thirds (2/3) vote of the members of the Board of Directors at their annual or special meeting.
