Model Bylaws for Lay Governance
A non-profit religious corporation
___________________ Chapel, Traditional Latin Mass Center, City, State, organized as a mission, is a self-supporting, integral independent chapel offering the sacraments of the Roman Catholic Church according to the rites, practices, and theology of the aforesaid Church before 1965, and is incorporated as a non-profit religious corporation under the laws of the State of ________, affording the temporal rights and privileges and imposing upon it the duties and obligations of an independent corporation.
Pursuant to the laws of the State of __________, the following Articles are adopted as the Bylaws of this Corporation.
NAME AND LOCATION
The name of this corporation as stated in its Articles of Incorporation is _________________ Chapel, and it is referred to in these Bylaws as the Parish. The principal office of this corporation for the transaction of business is located in the city of ________, _______ County, State of ______ at [street address]. The buildings and grounds at which the traditional Latin Mass is offered are referred to in these Bylaws as the Mass Center and are situated at [street address].
[For chapels that recognize the operation of canon law.] The 1917 Codex Juris Canonici shall, unless contrary to the laws of this state or inapplicable during the Sede Vacante, govern this Parish, and shall take precedence over any resolutions, Bylaws, or other enactments by this Parish in conflict therewith. In the event of a dispute of the applicability of the 1917 Codex Juris Canonici, the question shall be settled by a majority vote of the entire Board. In the matter of purely temporal and secular matters, as distinct from matters partly or wholly ecclesiastical, this Parish shall be subject to and governed by the laws of the state of Ohio and of the United States of America.
[For chapels that hold canon law to be inoperable in the Sede Vacante]. The Bylaws of the corporation shall govern this Parish, unless contrary to the laws of this state and of the United States of America.
The Members of this Parish are those Roman Catholic persons aged 18 years of age or older who have been validly baptized, who affirm that the See of Peter is vacant and/or that the incumbent of the See of Peter does not formally possess the authority of the Sovereign Roman Pontiff, and who have been recorded in the Register of the Parish.
MEETINGS OF MEMBERS
4.1 Annual Meeting. During the first thirty-one (31) days of each year, there shall be a meeting of the Members of the Parish. The date and time of the Annual Meeting shall be fixed by the Board not less than fifteen (15) days, reckoned inclusively, in advance thereof and published on the Parish’s website. At each Annual Meeting, seven (7) Members shall be elected to the Board. Furthermore, at each annual meeting, the Bylaws shall be ratified. Directly following the Annual Meeting, the Board shall meet to organize itself and to conduct its annual meeting.
4.2 Special Meetings. A special meeting of the Members of the Parish may be called at any time by the Board, or by written petition signed by fifteen (15) Members.
4.3 Notice. Written notice of the intention to hold the Annual Meeting shall be given by way of the weekly bulletin and the Parish website to the Members following the Feast of the Immaculate Conception, and the intention to hold the Annual Meeting shall be announced at each regularly scheduled Mass on the Sunday preceding the Sunday upon which an annual meeting is to be held. Notice of special meetings shall be given by way of electronic mail at least three days before the special meeting. The notice of a special meeting shall state the date, time, location and purpose of the meeting and set forth an agenda of business to be considered. Only business set forth on the agenda may be considered at a special meeting.
4.4 Place of Meetings. The Annual Meeting of Members shall be held following Sunday Mass at the Mass Center or at any other place and time designated by the Board. Special meetings of Members shall be held following Sunday Mass at the Mass Center or at such place and time as shall be designated by whom the special meeting is called.
4.5 Quorum. A quorum at any meeting of the Members shall consist of 25 per cent of parish membership as defined by Parish rolls as of the preceding year’s membership registry. No Member may attend by proxy.
4.6 Adjourned Meetings and Notice Thereof. Any Meeting of Members, annual or special, whether or not a quorum is present, may be adjourned to another date by a vote of a majority of Members present; notice of the adjourned meeting shall be given by way of the Parish website. In the absence of a quorum, no other business may be transacted at such meeting.
4.7 Voting. Every Member present shall be entitled to one vote, and there shall be no voting by proxy or absentee ballot. Except as provided in Article 5.6 below, voting may be by voice or ballot, and action taken by vote of a majority of the Members present shall constitute the action of the Members.
4.8 Procedure at Meetings. All meetings shall be conducted in an orderly and fair manner guided by the latest edition of Robert’s Rules of Order Newly Revised [or Sturgis Standard Code of Parliamentary Procedure]; approved minutes shall be recorded and published on the Parish website.
BOARD OF DIRECTORS
The Board shall manage the temporal affairs of the Parish.
5.1 Number and Qualifications. The Board shall comprise seven (7) elected lay Members of the Parish qualified to vote at meetings thereof and the Pastor, who shall be a non-voting, ex-officio member (but not Director) of the Board.
5.2 Terms of Elected Members. Each elected Director of the Board shall serve a term of one year commencing the day of the Annual Meeting at which the Director was elected and ending at the hour at which the next year’s Annual Meeting is called to order.
5.3 Nominating Committee. By the first Sunday in Advent, a Nominating Committee shall be formed. The Nominating Committee shall consist of the Pastor, the elected Directors of the Board whose terms are expiring, and two Members of the Parish not on the Board, who shall be appointed by the Pastor. The Nominating Committee shall survey the Members of the Parish, select, and place in nomination at the Annual Meeting of Members the names of those persons whom the Nominating Committee considers qualified to serve on the Board. The Nominating Committee shall notify the Treasurer of the Board of its nominations by the Feast of the Immaculate Conception, and the Treasurer shall include the nominations in the notice of the Annual Meeting.
5.4 Nomination by Petition. Any Member of the Parish may circulate a petition for nomination to the Board. A person designated on such a petition signed by at least ten (10) Members entitled to vote at the Annual Meeting shall be deemed nominated for election to the Board. Such petition shall be submitted to the Treasurer no later than fourteen (14) days before the scheduled election. The Treasurer shall include such nominee in a written notice to the Members given no later than the Sunday preceding the Sunday on which the election will take place. A Member may sign more than one such petition.
5.5 Nomination from Floor. Qualified Members of the Parish may be nominated from the floor at the Annual Meeting and, upon such nomination being seconded, the nominee shall become a candidate for election.
5.6 Election. Voting shall be by secret ballot. Each Member present shall have one (1) vote for each open full term position on the Board but may not cumulate votes. The seven (7) nominees receiving the highest number of votes cast shall be elected. The results of the election shall be announced on the Parish web site and on the Sunday following the Annual Meeting at each regularly scheduled service.
5.7 Declaration of Vacancy. The Board may declare the position of a member of the Board of Directors, other than the Pastor, vacant in any of the following cases:
(a) If the Director shall die;
(b) If the Director shall resign;
(c) If the Director shall be declared of unsound mind by order of court;
(d) If the Director shall be convicted of a felony;
(e) If a guardian or conservator is appointed for the person or estate of the Director;
(f) If within thirty (30) days after being elected or appointed the Director does not accept the office by advising the Board in writing;
[N.B. In the interests of chapel harmony, this model does not contain a provision for the removal of a member of the board of directors. A term of only one year is brief enough to accommodate replacement by means of the ordinary electoral process. The chapel, however, may wish to add an article captioned REMOVAL. Article 6.6, removal of an officer, may be provide guidance in writing the text, should the chapel see fit to add the provision; however, consult a parliamentarian for advice on electing a replacement.]
5.8 Filling Vacancies. A majority of the remaining Directors of the Board shall appoint a qualified Member of the Parish to fill a vacant position and shall call a special meeting of the Parish for the purpose of confirming the appointee by a vote of the Members. If confirmed by majority vote, the appointee shall serve the balance of the vacant term. If an appointee shall not be so confirmed, the position shall be deemed vacant and be filled by appointment and subsequent confirmation of another Member.
5.9 Board Meetings. Regular meetings shall be held at a day, time and place established by the current Board and published on the Parish website. The meeting shall be announced at each Mass on the preceding Sunday, and any Member may attend. The Board in its discretion may consider—but shall not take any action on —matters in executive session. Attendance of Members at executive session is by invitation of the Board of Directors.
5.10 Special Meetings. Special meetings of the Board may be called at any time by the Pastor or any two Board Directors and may be held at the Mass Center or other place convenient to the Board. Notice of the date, time and place of the meeting and the matters to be considered thereat shall be given to all Directors and the Pastor at least five (5) days, inclusively reckoned, prior thereto. Electronic mail is sufficient for service of notice. Action may be taken at such meeting only as to those matters set forth in the notice thereof.
5.11 Written Consent. Any meeting of the Board shall be deemed regular and valid, whenever or wherever held, if the written consent thereto of all Directors of the Board, given either before or after the meeting, shall be filed with the Treasurer.
5.12 Quorum. Four (4) lay Directors of the Board shall constitute a quorum. Except as provided in Article 6.6 below or in the latest edition of Robert’s Rules of Order Newly Revised [or Sturgis Standard Code of Parliamentary Procedure] , the affirmative vote of a majority shall be the act of the Board.
5.13 Minutes. Minutes shall be recorded at all meetings of the Board and published on the Parish website.
6.1 Pastor. The Pastor, an ex-officio, non-voting member (but not Director) of the Board, shall be elected by a majority vote of the Members of the Parish. The Pastor may designate assistant priests to substitute for him in his duties to the Parish. The Board shall not infringe upon that or any of the other exclusively ecclesiastical rights, privileges or prerogatives of the Pastor. In the event of a dispute over the exclusivity of ecclesiastical rights, privileges, or prerogatives, the question shall be settled by a majority vote of the entire Board.
6.2 President. The President of the Corporation shall be the President of the Board, and shall be elected by the Board. The President shall have direction and control of its business, officers and employees, subject to such control as the Board may have under Ohio law. The President shall control the use of the Parish buildings and grounds; shall preside and have the right to vote at meetings of Members and of the Board; and shall be an ex officio a member of all standing or regular committees of the Parish.
6.3 Treasurer. The Treasurer shall be elected by the Board and shall be a member thereof. The Treasurer shall be the Chief Financial Officer of the Corporation; shall keep and maintain adequate and correct accounts of the properties and business transactions of the Parish, including pledges and other assets, liabilities, receipts, and disbursements; shall deposit all monies and other valuables in the name and to the credit of the Parish with such depository as the Board shall designate; shall disburse the funds of the Corporation as may be ordered by the Board; and shall render to the Board whenever requested an account of all transactions as Chief Financial Officer and of the financial condition of the Parish. The foregoing provisions shall apply only to Parish assets, and terms of restricted gifts may be followed. The Treasurer may assist the President in the day-to-day fulfillment of all duties.
6.4 Secretary. The Secretary shall be the Clerk-Secretary of the Board and of the Corporation, shall maintain the Register, and shall keep and publish minutes of all meetings on the Parish website, and shall maintain the correspondence of the Parish. The Secretary may be assisted in the day-to-day fulfillment of all duties by a Member of the Parish, who shall act as Clerk-Secretary and shall be approved by the Board.
6.5 Committees. The Board shall establish a Finance Committee and may appoint such other Committees as may from time to time be necessary, to serve at its pleasure. The Board may delegate to committees such of its powers and duties as it deems appropriate, but shall remain responsible for the temporal affairs of the Parish.The Board may appoint Members of the Parish to serve on its committees.
6.6 Removal and Resignation. Any officer, except the Pastor, may be removed from office by an affirmative vote of five (5) Directors of the Board at the time in office. Any officer may resign without the consent of the Board. Upon the Board’s acceptance of the resignation at a regular or special meeting, the resignation shall take effect on the date written notification is received or at a later date specified therein. The Pastor may be removed at a regular or special meeting of the Members of the Parish after the Board has passed by a supermajority of six (6) Directors a resolution of removal and after the Members of the Parish have adopted said resolution by a two-thirds (⅔) majority.
6.6 Vacancies. In the event that the office of the Pastor becomes vacant by removal, written resignation, death, or felony conviction, the Board, after the declaration of the vacancy in a regular or special meeting, shall establish procedures for the nomination of the successor Pastor. The name of the nominee shall be submitted to the Members of the Parish for approval in accordance with a schedule fixed by the Board. The office of Pastor shall be filled by a majority vote of the Members of the Parish as shown by the Register on the date the office becomes vacant. In the interval between the declaration of vacancy in the Pastorate and the election of the successor Pastor, the Board may appoint an Interim Pastor. Should any other office become vacant, it shall be filled by the Board at a regular or special meeting of the board within fourteen (14) days of the declaration of vacancy.
CONTRACTS AND SALES
7.1 Execution of Contracts. Subject to the restrictions set forth in Articles 7.2 and 7.3 below, the President and the Treasurer jointly shall have authority to execute contracts and incur indebtedness for the Parish.
7.2 Sales and Indebtedness. Purchases and procurement shall conform to the rules therefor established by the Board. No Parish funds shall be expended, nor shall any indebtedness be incurred on open accounts, for goods or services not budgeted and approved by the Board, and no Parish property having a value exceeding $1,000.00 shall be sold or encumbered unless:
(a) A resolution to make the purchase or sale or to incur the indebtedness shall be adopted by a vote of majority of the entire Board;
(b) Such resolution shall state the specific terms and amount of, and purpose for incurring, any indebtedness or the specific terms of any sale or encumbrance; and,
(c) Such resolution shall be fully set forth in the minutes together with the names of the BoardDirectors who vote in favor thereof.
7.3 Real Property. No real property of the Parish shall be encumbered or alienated in whole or in part without the consent of the Members of the parish established by a majority vote of the parish.
PARISH RECORDS AND REPORTS
8.1 Records. The Parish shall maintain adequate and correct records of its accounts, books, business, properties and membership; the President and Treasurer shall make proper provision for their safekeeping. Parish records shall be open to inspection by the Board and Members of the Parish at all reasonable times.
8.2 Certification and Inspection of Bylaws. The originals or certified copies of the Articles of Incorporation of the Parish, these Bylaws and any amendments thereto shall be kept by the President or Treasurer and shall be open to inspection by the Board and Members of the Parish at all reasonable times.
9.1 These Bylaws may be amended at any regular or special meeting of the Parish by an affirmative vote of a majority of the Members present if a quorum is present, provided that the text of any proposed amendments to be presented at a meeting shall have been set forth in or accompanied by the notice of the meeting or posted on the Parish website.
9.2 The Board may make corrections and changes as necessary for the continuity, consistency, and accuracy of these Bylaws, provided such alterations do not materially affect the meaning of the Bylaws.
CERTIFICATION OF RATIFICATION
The Bylaws of the Parish, as amended, were ratified and adopted by a majority vote at a meeting of the Members of the Parish, duly called and held for that purpose on _________________________________.
Executed this __________________________________________________________________________