Last revised 2/23/2005, Val Baertlein
Section 1. The name of this corporation shall be the "Catholic Defense League" hereinafter sometimes designated the "League."
Section 2. The Catholic Defense League is incorporated as a Minnesota nonprofit corporation, pursuant to Chapter 317A, of Minnesota Statutes. The League shall have no seal.
Section 3. The League is organized and shall be operated exclusively for religious and educational purposes and shall be subject to and operated in conformance with the laws, rules, regulations,and standards established and permitted by Section 170(c)(2) Section 5O1(c)(3) of the Internal Revenue Code amended. Not more than an insubstantial part of the activities of the corporation shallinclude carrying on propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distributing of statements)any political campaign on behalf of or in opposition to any candidate for public office.
Section 1. Within the foregoing framework and limitations of Article I, the Catholic Defense League will endeavor to protect, preserve, and defend the religious and legal rights of Catholic groupsand individuals; and it will endeavor to educate Catholics and the public about these rights and their sources under federal and state Constitutions, natural and common law, statutes and other law.The League will endeavor to counter discriminatory practices and defamation against the Catholic Church, its members, and other religious groups and their members.
Section 2. The League will endeavor to protect, preserve, and defend the rights and values of Catholic institutions and individuals involved in medicine, nursing, social service, teaching, andother occupations and professions against being coerced into presenting, advocating, assisting, or acquiescing in actions or practices which violate or hinder adherence to their Catholic faith.
Section 3. The League will endeavor to protect, preserve, and defend the rights and values of Catholic religious institutions to self-government, and their rights to determine their policiesparticipation, and employment in order to maintain their religious identity and mission.
Section 4. The League will endeavor to cooperate with other groups and citizens of good will in mutual efforts to promote the religious and legal rights of all.
Section 5. The Catholic Defense League at all times shall be operated and conducted in conformance with the laws, theology, philosophy, and official teachings and doctrines of the Roman CatholicChurch, as defined by the Magisterium.
Section 6. The Catholic Defense League has been established to deal with threats and dangers originating outside the Church and shall not act, speak, or take part in, for or against, disputes among or between members of the Church, including all levels of pastoral and administrative leadership.
Section 1. This Catholic Defense League shall have one classification of members, which shall be non-voting members. The non-voting members of the Catholic Defense League shall be persons whoshare in the goals of the League and make contributions to it, as specified from time to time by resolution of the Board of Directors. There shall be no meetings of nonvoting members.
Section 2. Any person who contributes cash, property, or in-kind gifts valued at one (1) dollar or more shall be considered a member of the Catholic Defense League for the calendar in which thegift was given.
Section 1. The business of the League shall be managed by or conducted under the direction of a Board of Directors who were elected by the affirmative vote of the directors present at the AnnualMeeting or as indicated in Section 3. The number of directors on the Board of Directors, including the officers, shall be no less than 10 and no more than 20, as specified from time to time byresolution of the Board.
Section 2. Directors shall be selected by the affirmative vote of a majority of the other directors who are present at a duly held meeting.
Section 3. At the first Annual Meeting subsequent to the adoption of amendments herein, one-third of the Directors so elected shall serve for a term of one year, one-third for a term of two years,and one-third for a term of three years, the terms of the Directors being determined by lot or some other equitable procedure. At each Annual Meeting thereafter, the Directors may fix the number ofDirectors, and shall elect one-third of the number of so fixed to serve a term of three years, and may elect additional Directors for shorter terms to fill vacancies, it being the intent of thisBylaw that insofar as practicable the term of office of one-third of the number of Directors fixed at each Annual Meeting shall expire at the next succeeding Annual Meeting.
Section 4. The term of Directors and Officers shall expire upon the Annual Meeting of the Board of Directors after three (3) years of service, or upon election and qualification of theirrespective successor if after three years.
Section 5. Board members of the League shall be elected to serve for a term of three (3) years and until their successors are elected and qualify. Board members may serve up to two (2) consecutivethree-year terms before stepping down for at least a one (1) -year period. Initial one- (1) and two- (2) year terms, and the terms of newly-elected Board members filling vacancies for less than athree (3) -year period, do not count toward the consecutive two-term rule.
Section 6. Any vacancy on the Board, which occurs because of resignation, inability to act, removal by vote of the Board, or death may be filled promptly for the remainder of that term at any dulyheld meting.
Section 7. A director desiring to resign as a director shall submit such resignation either in writing or by word to the President who shall present it to the Board at the next Board meeting. Suchresignation shall be effective upon receipt thereof by the President or upon such later date as may be specified in the resignation.
Section 8. Any director may be removed from office at any time, with or without cause, by the affirmative vote of a majority of all of the other directors.
Section 1. The officers of the Catholic Defense League shall be President, Vice President, Secretary, Treasurer, and such other officers as the Board of Directors may establish by resolution andappoint, from time to time. At the time of election, an Officer shall be a member of the Board of Directors and shall perform the duties prescribed by resolutions adopted by the League.
Section 2. The officers of the Catholic Defense League will be elected each year by the Board of Directors at its Annual Meeting.
Section 3. The officers shall be elected to serve for a term of one (1) year and until their successors are elected and qualify. The term of office shall expire at the Annual Meeting after oneyears of service if the Board elects a replacement officer. If the Board does not elect a replacement officer, the officer shall continue service until the Board elects a replacement or otherresolution.
Section 4. Any officer may be removed, with or without cause, by the affirmative vote of a majority of all of the Board of Directors. The matter of removal may be acted upon at any meeting of theBoard, provided that notice of intention to consider said removal has been given to each Board member and the officer affected at least ten (10) days previously.
Section 5. A vacancy in any office may be filled by the affirmative vote of a majority of the directors who are present at a duly held meeting.
Section 6. The duties of the President shall be as follows: The President shall be the chief executive officer of the Catholic Defense League, shall oversee the long-term goals and purposes of theLeague, and shall have general supervision over the affairs of the League and the officers. The President or designee shall sign and execute all bonds, contracts, and other instruments in writingthat may be required for the proper and necessary transaction of the business of the League. The President shall preside at all meetings of the Board of Directors and appoint all committees. Byvirtue of office, the President shall call and be the Chairman of the Executive Committee and act as ex-officio member of all committees. The President shall exercise any powers and duties as theBoard may determine and shall represent the League officially.
Section 7. The duties of the Vice President shall be as follows: The Vice President shall be vested with all the powers and duties of the President in the President's absence or inability to act,and only so long as such absence or inability exists. The Vice President shall perform such other duties as may be determined from time to time by the Board of Directors.
Section 8. The duties of the Secretary shall be as follows:
The Secretary shall oversee the books and records of the League, and shall be responsible for creating, organizing, and maintaining minutes of all Board meetings, and perform such otherduties as may be required by law or determined by the Board of Directors.
Section 9. The duties of the Treasurer shall be as follows:
The Treasurer shall oversee the financial books and records of the League and shall annually present a complete financial report, annual budget, and fulfill all the reporting requirementsof the IRS, State of Minnesota, and funders; and such interim reports as may be requested by the President, the Board of Directors or the Executive Committee.
Section 1. The Executive Director, if one is retained, shall attend all meetings of the Board of Directors and meetings of all committees including the Executive Committee unless excused. TheExecutive Director shall not have any voting rights. By virtue of the position, the Executive Director shall act as the liaison between the Board of Directors and the staff.
Section 1. Regular meetings of the Board of Directors shall be held at least quarterly throughout each year, at such places and times as it shall establish by resolution.
Section 2. Special meetings of the Board of Directors may be called by the President, or by the Executive Committee, or by the written request of ten (10) or more directors. The President shallset the date for the special meeting within five (5) working days of making or receiving such a request and shall give not less than ten (10) nor more than twenty (20) days written notice of thetime, place and purpose of such special meeting.
Section 3. The Annual Meeting of the Board of Directors shall be held during the fourth quarter of each calendar year for the purpose of electing Board members to replace those whose terms haveexpired and the Officers of this corporation, adopting a workplan and budget, and for the transaction of such other business as shall come before the meeting.
Section 4. The officers of the Catholic Defense League will be elected each year by the Board of Directors at its annual meeting to be held in the fourth quarter of the calendar year.
Section 5. A quorum for all meetings of the Board of Directors shall be one fourth (1/4) of the directors then in office.
Section 6. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by the number of directors required to take the same action ata meeting of the Board of Directors at which all directors were present.
Section 7. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken pursuant to a tele-conference or intranet call through which the participants maysimultaneously hear or write to each other during the tele-conference or intranet call, and constitutes a meeting of the Board, if the same notice is given of the tele-conference or intranet call aswould be required for a meeting, and if the number of persons participating in the tele-conference or intranet call would be sufficient to constitute a quorum at the meeting. Participants in ameeting by that means constitutes personal presence at the meeting.
Section 8. Notice of all meetings of the Board of Directors shall be in writing or by email, if a director provides the Board with an email address for such notices and sent to each director noless than five (5) days nor more than 30 days prior to the day of the meeting. The notice should include the agenda for that meeting.
Section 9. The affirmative vote of a majority of all directors who are present at a duly held meeting shall be required to act, unless otherwise specified in these Bylaws, the Articles ofIncorporation, or Chapter 317A of Minnesota Statutes.
Section 10. Proxy votes shall not be allowed at any meetings.
Section 1. The officers of the Catholic Defense League, and such other directors from time to time so designated by the Board, shall constitute the Executive Committee.
Section 2. The Executive Committee shall have general supervision of the affairs of the League between meetings of the Board of Directors. The Committee shall be subject to the orders of the Boardand none of its acts shall conflict with action taken by the Board. The Committee shall promptly report to the Board all actions undertaken.
Section 3. The President shall chair all meetings of the Executive Committee at which the President is present.
Section 1. Such other Committees, standing, special or ad hoc, shall be appointed by the President as the Board of Directors or the Executive Committee shall deem necessary to carry on the missionand work of the League.
Section 2. The President and the Executive Director shall be ex officio members of all standing Committees. However, there may be times when the Executive Director may be asked not to attend anoccasional meeting.
Section 3. Any action required or permitted to be taken at a meeting of a Committee may be taken by written action signed by the number of directors required to take the same action at a meetingof the Committee at which all directors were present.
Section 4. Any action required or permitted to be taken at a meeting of a Committee may be taken pursuant to a tele-conference or intranet call through which the participants may simultaneouslyhear or write to each other during the tele-conference or intranet call, and constitutes a meeting of the Committee, if the same notice is given of the tele-conference or intranet call as would berequired for a meeting, and if the number of persons participating in the tele-conference or intranet call would be sufficient to constitute a quorum at the meeting. Participants in a meeting by thatmeans constitutes personal presence at the meeting.
Section 1. The Catholic Defense league shall establish a Board of Advisors for the purpose of providing advice requested by the Board of Directors.
Section 2. Each member of the Board of Advisors shall be appointed by motion of the Board of Directors for a five-year term including the year in which they are appointed. The Board of Directorswill select as members of the Board of Advisors, distinguished Catholic leaders from the hierarchy, clergy, professionals and Catholic lay organizations who are committed to meet the purposes andobjectives of the League.
Section 3. The Board of Advisors may meet from time to time to exchange views on advice requested. Normally it is anticipated that communication will move from Board of Advisors members throughthe President or another Board member as authorized by the President or the Board of Directors.
Section 1. It is the responsibility of Directors of the League to discharge their duties as Directors in good faith, in a manner the person reasonably believes to be in the best interests of thiscorporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
Section 2. Board members of the League shall agree to abide by Conflict of Interest policies as may be adopted or amended by the Board at any duly held meeting.
To the full extent permitted by the Minnesota Nonprofit Corporation Act, as amended from time to time, or by other provisions of law, each person who was or is a party or is threatened to be madea party to any threatened, pending or completed action, shall be indemnified by the Catholic Defense League by a vote of the Board of Directors against expenses, including attorney's fees, judgments,fines and amounts paid in settlement actually and reasonably incurred by such a person in connection with such action, suit or proceeding; provided, however, that the indemnification with respect toa person who is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such person isnot indemnified by such corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Article shall inure to the benefit of the heirs executors andadministrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this provision of the Bylaws.
Section 1. The Board of Directors by resolution shall from time to time authorize whomever as specified in the resolution to sign duly authorized checks.
Section 2. The fiscal year for the League shall begin on the first day of January and end on the last day of December in each year.
In the event of the dissolution or liquidation of the corporate affairs of the Catholic Defense League, all property and assets remaining (after payment of costs and expenses incident to thedissolution proceedings and after payment, satisfaction, discharge or provision for liabilities and obligations of the League) shall be distributed for any Roman Catholic, religious, charitable, oreducational purpose as the Board of Directors shall direct, or if the Board of Directors does not so direct, then exclusively for charitable purposes within the meaning of Section 501 (c)(3) of theInternal Revenue Code, as amended, or such other provisions of state or federal law as may then apply.
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Catholic Defense League in all cases to which they are applicable and in which they are notinconsistent with the Articles of Incorporation and these Bylaws and any special rules of order the Board of Directors may adopt.
The Articles of Incorporation and Bylaws of the Catholic Defense League may be amended by the directors at any meeting of the Board of Directors by the affirmative vote of two thirds (2/3) of thedirectors who are present at a duly held meeting, providing the amendment(s) has been submitted in writing at the previous meeting, or, provided that the notice of the meeting at which theamendment(s) is to be considered contains the precise language of the proposed amendment(s).