Bylaws of The National Federation for Catholic Youth Ministry, Inc.
Article 1 - Registered Offices & Other Offices
1.1 – The National Federation for Catholic Youth Ministry, Inc. (“Federation”) shall have and continuously maintain in the District of Columbia a registered office and registered agent (person or corporation) who is a resident of the District of Columbia and whose office is identical with such registered office.
1.2 – The Federation may have offices at such other places, both within and without the District of Columbia, as the board of directors (“Board”) of the Federation may from time to time determine.
1.3 – The Federation’s corporate seal shall be circular in form and shall have inscribed thereon the name of the Federation, the year of its organization, and the words “Corporate Seal, District of Columbia.”
1.4 – The Federation may alter and change said seal at its pleasure. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Article 2 - Categories of Membership
2.1 Throughout these bylaws, the masculine, feminine, and neuter gender each shall be deemed to represent all people.
2.2 Categories of Membership
There are four (4) categories of membership in the Federation:
2.2.1 Diocesan membership category refers to Latin rite dioceses and/or archdioceses and Eastern rite eparchies;
2.2.2 Constitutive membership category refers to those organizations, the engagement and presence of which, is an essential part of the mission and function of the Federation and has had an historic and longstanding relationship with the Federation since its inception;
2.2.3 Organizational membership category refers to any youth-oriented group or
organization, educational/formational organization, resource/publishing organization, religious order, or ministerial organization that shares in the mission, vision and values of the Federation and wishes to be engaged in the mission and work of the Federation; and
2.2.4 Associate membership category refers to individuals who share in the mission, vision, and values of the Federation.
2.3 No one can be a member in multiple categories; if multiple categories apply, then the Federation must determine which one category of membership is most appropriate.
2.4 Membership Dues
The Board shall determine all category of membership dues from time to time and shall compute annual membership dues on the basis of the Federation’s fiscal year (July-June).
2.5 All categories of membership shall enjoy the privilege of receiving the annual written accountability report from the Board and executive director.
2.6 Diocesan Members and Representative Rights
2.6.1 Any United States Catholic diocese and/or eparchy may apply for diocesan membership in the Federation.
2.6.2 Each diocese and eparchy that is a member shall identify one (1) designated representative and may identify up to four (4) additional representatives for a maximum of five (5) representatives (“representatives”).
2.6.3 Each diocese and eparchy shall have one (1) vote on all matters before the membership.
18.104.22.168 The vote of each diocese and eparchy is determined by majority vote of
the five (5) representatives of the diocese/eparchy.
2.6.4 Division of Affiliated Dioceses
22.214.171.124 The affiliated dioceses shall be divided into fourteen (14) regions for the purpose of assuring regional representation to the Board and various teams and project teams of the Federation. These fourteen regions (14) correspond to the fourteen (14) geographic episcopal regions (“region”) of the USCCB.
126.96.36.199 Each region shall be entitled to elect one (1) designated diocesan
representative to the Board.
188.8.131.52 This representative shall be elected by discernment by the
members from the region for a four-year (4) term, renewable, but nonconsecutive, which begins on July 1.
2.6.5 Representatives’ Privileges and Responsibilities
Representatives shall have the following privileges and responsibilities:
184.108.40.206 The possibility to serve as a member of the Board representing one of the fourteen (14) geographic episcopal regions (“region”);
220.127.116.11 To participate in the Annual Membership Meeting (AMM) and to address the membership while in general session at the AMM on all matters before the membership;
18.104.22.168 To be eligible to serve as members of and leaders for committees, project teams, ministry networks, and other bodies of the membership; and
22.214.171.124 To receive Federation mailings and discounts.
2.7 Constitutive Members and Representative Rights
2.7.1 A constitutive member is an organization as defined in 2.2.2.
2.7.2 The National Catholic Committee for Girl Scouts and Camp Fire (“NCCGSCF”) shall be a constitutive member.
2.7.3 Each constitutive member may identify one (1) designated constitutive representative
(“representative”) from each of the fourteen (14) regions who each shall have one (1) vote on all matters before the membership.
2.7.4 Representatives’ Privileges and Responsibilities
Representatives shall have the following privileges and responsibilities:
126.96.36.199 To elect by discernment, one (1) member of the Board based on an agreed upon regional process among NCCGSCF representatives;
188.8.131.52 To participate in the Annual Membership Meeting (AMM) and to address the membership while in general session at the AMM on all matters before the membership;
184.108.40.206 To be eligible to serve as members of and leaders for committees, project teams, ministry networks, and other bodies of the membership; and
220.127.116.11 To receive Federation mailings and discounts.
2.8 Organizational Members and Representative Rights
2.8.1 Organizational members are those defined in 2.2.3.
2.8.2 Each organizational member shall identify one (1) designated representative and may have up to two (2) additional representatives for a maximum of three (3) representatives (“representatives”).
2.8.3 Nonprofit 501(c)(3) organizational members shall have one (1) vote on all matters before the membership including governance and non-governance (ministerial) issues for which an organization is entitled to vote.
2.8.4 For-profit organizational members shall have (1) one vote on all non-governance related
issues before the membership such as membership papers for which an organization is
entitled to vote. For-profit organizational members do not vote on governance-related
issues such as election of directors or officers, amendments to articles of incorporation or
bylaws, or vision, mission, and values statements.
2.8.5 In order to be eligible as an organizational member of the Federation, such organization must:
18.104.22.168 Be a nonprofit corporation recognized under Section 501(c)(3) of the Internal Revenue Code that shares in the mission, vision, and values of the Federation; or
22.214.171.124 Be a subsidiary organization thereof that shares in the mission, vision, and values of the Federation; or
126.96.36.199 Be a for-profit legal entity that shares in the mission, vision, and values of the Federation; or
188.8.131.52 Have a listing in the most recent edition of the P.J. Kenedy & Sons The Official Catholic Directory.
2.8.6 The Board shall establish criteria and a process whereby such groups and organizations are nominated for application and approval of organizational membership.
2.8.7 The Board shall vote on whether or not to admit an organizational member.
2.8.8 Representatives’ Privileges and Responsibilities
Representatives of organizational members shall have the following privileges and responsibilities:
184.108.40.206 To elect by discernment one (1) designated representative (“representative”) of organizational members to serve as a member of the Board;
220.127.116.11 To participate in the Annual Membership Meeting (AMM) and to address the membership while in general session at the AMM on all matters before the membership;
18.104.22.168 To be eligible to serve as members of and leaders for committees, project teams, ministry networks, and other bodies of the membership; and
22.214.171.124 To receive Federation mailings and discounts.
2.9 Associate Members and Representative Rights
2.9.1 Associate members may include those individuals in various ministerial roles relevant to young Catholics who wish to be engaged in the work of carrying out the mission, vision, and values of the Federation and as those defined in 2.2.4.
2.9.2 There shall be one (1) vote per region on any matter before the membership for which an
associate member may vote, with criteria for voting identified by the region.
2.9.3 The Board shall establish criteria and a process whereby such persons apply for and are approved for application and approval of associate membership.
2.9.4 For the purposes of selecting from time to time the one (1) representative of the associate membership category to serve on the Board, each region may identify one (1) designated associate member representative (“representative”) who shall meet with the other thirteen (13) representatives to discern the Board member.
2.9.5 Associate Member Privileges and Responsibilities
Associate members shall have the following privileges and responsibilities:
126.96.36.199 To elect by discernment one (1) designated representative of associate members to serve as a member of the Board;
188.8.131.52 To participate in the Annual Membership Meeting (AMM) and to address the membership while in general session at the AMM on all matters before the membership;
184.108.40.206 To be eligible to serve as members of and leaders for committees, project teams, ministry networks, and other bodies of the membership; and
220.127.116.11 To receive Federation mailings and discounts.
2.10 No more than five percent (5%) of the total number of members of all categories shall consist of for-profit organizational members
2.11 Challenges to and Appeals for Membership
The Board retains all rights to adopt or amend all categories of membership and dues and to remove members if the Board determines it is in the best interest of the Federation to do so.
Any vacancies in representatives of diocesan, constitutive or organizational members that may occur by reason of death, resignation, or otherwise shall be filled by the respective diocese, constitutive, or organizational member.
A member may resign at any time by giving written notice to the Board. In event of resignation there shall be no refunding of dues.
Article 3 - Annual Membership Meeting (AMM)
3.1 The membership of the Federation shall hold a regular annual meeting (“Annual Membership Meeting”) and may hold such other meetings at such times and places as may be established from time to time at the direction of the Board.
3.2 Written notice of the annual membership meeting shall be given to each member by mail not less than thirty (30) days before the day appointed for the meeting. Except regarding proposed amendments to the articles and bylaws, the matters to be discussed and voted upon at any duly called meeting of the membership shall not be limited to those set forth in the notice of such meeting. An agenda for the meeting shall be included in the notice.
Article 4 - Voting Membership
4.1 Voting on all matters will generally take place in person at the Annual Membership Meeting with exceptions as noted in Article 4.0
4.2 There shall be no voting by proxy or otherwise for absent members.
4.3 A majority of the voting members present shall constitute a quorum at any meeting of the membership.
4.4 Historically, the Federation has voted using a discernment or consensus model whereby the vote of at least eighty percent (80%) of a quorum present carries. When not in conflict with the District of Columbia Nonprofit Corporation Act (the “Act” which provides in most instances that the vote of just a majority of a quorum present carries a vote), the articles of incorporation, or these bylaws, for purposes of these bylaws the vote of at least eighty percent (80%) of a quorum of the membership shall carry. Notwithstanding anything to the contrary in these bylaws throughout these bylaws, references to voting, discernment, consensus, election, and the like may be used interchangeably to refer to a vote whereby at least eighty percent (80%) of a quorum of the membership shall carry.
4.5 The voting membership of the Federation shall have such voting powers and responsibilities conferred upon the membership of a nonprofit corporation by the Act, as now or hereafter amended, except such powers and responsibilities as may be limited by these bylaws.”
4.6 The responsibilities of the voting membership are:
4.6.1 To hold an annual membership meeting for the purpose of conducting all
business before the membership including but not limited to approving any
amendments to the articles of incorporation or bylaws;
4.6.2 To propose Federation short-range plans and programs and approve Federation long-term plans and programs;
4.6.3 To approve public foundational documents (such as membership papers) on issues that impact youth ministry; and
4.6.4 For the membership categories with the rights to elect representatives to the board of directors, for any director whose term expires June 30 of the current year, then prior to July 1 of the current year, the respective membership category shall discern and inform the membership of their representative chosen to serve on the Board for a term to commence July 1 of the current year.
4.7 Additional Voting Provisions
Notwithstanding any provision to the contrary in these bylaws, the following provisions shall apply throughout these bylaws:
4.7.1 In instances where the Federation Board desires a vote by mail ballot, voting on all matters by members entitled to vote may be conducted by mail ballot, and any notices may be sent by mail;
4.7.2 “Mail” as used throughout these bylaws includes but is not limited to mail sent via
United States Postal Service (“USPS”), electronic mail, fax machine, or any other means of electronic or telephonic transmission now existing or hereafter coming into existence and authorized by the Act, and nothing in these bylaws shall be deemed to bar use of such new means of voting, nor shall any further amendment of these bylaws be required;
4.7.3 Members who vote by mail shall be deemed present in person at any meeting of the membership to which the particular vote pertains; and
4.7.4 The means by which any voting member casts a vote shall be presumed to be a method of voting chosen by and authorized by the member.
Article 5 - Regional Functions
5.1 The functions and responsibilities of each region include:
5.1.1 To convene regional membership meetings of designated diocesan, constitutive,
organizational, and associate members in a manner that best serves the region. These meetings may be regional, statewide, provincial, etc.;
18.104.22.168 There may be an annual meeting and one (1) or more regular
meetings of the members of each region as needed to fulfill the responsibilities of the regions.
5.1.2 To determine the process and meeting procedures, including the location (virtual, online, in person), that best serve the regional needs, but in no event shall procedures be inconsistent with the articles of incorporation and these bylaws;
22.214.171.124 The business of the region, including the selection or election by discernment of representatives may take place by mail (including email) as necessary.
5.1.3 To establish a timely process to elect by discernment either at set intervals or as needed pending a vacancy, and support:
126.96.36.199 The regional representative to the Board (this person may also serve as
the regional coordinator);
188.8.131.52 The regional coordinator who convenes regional meetings;
184.108.40.206 Two (2) at-large members to participate in the membership meeting to
220.127.116.11 One (1) representative of the constitutive category of membership from
18.104.22.168 One (1) representative of the associate member category of membership.
5.1.4 To provide for a regional budget to cover approved expenses incurred within the region
and those Federation expenses delineated as the region’s responsibility;
5.1.5 To engage regional members in the work, services, and support of the Federation; and
5.1.6 To determine any other such purposes as may be necessary and consistent with the articles of incorporation and these bylaws.
5.1.7 To fill a vacancy, at any time, in the position of regional representative to the Board, regional coordinator, at-large members to participate in the membership meeting to advance diversity, representative of the constitutive category of membership from the NCCGSCF, or the representative of the associate member category.
Article 6 - Board of Directors
6.1 The Board shall consist of twenty-four (24) persons:
6.1.1 Fourteen (14) regional representatives of the diocesan category, that is,
one representative from each of the fourteen (14) geographic regions;
6.1.2 One (1) representative of the constitutive membership;
6.1.3 One (1) representative of the organizational membership;
6.1.4 One (1) representative of the associate (individual) membership (non-diocesan staff and non-organization staff);
6.1.5 Four (4) at-large representatives;
6.1.6 One (1) Episcopal Advisor;
6.1.7 Two (2) ex-officio members: executive director and the USCCB liaison without vote
6.2 Each category of voting membership selects representatives to the Board appropriate to the rights and responsibilities of the membership category as provided in these bylaws.
6.3 Any vendor in the Federation willing to serve on the Board will follow all conflict of interest policies and procedures.
6.4 Term of Directors
At the time of adoption of these amended bylaws, each year approximately one quarter (1/4) of the twenty-one (21) elected members of the Board rotate off the Board at the end of their four (4) year term, and this rotation schedule shall continue. The rotating term of office for voting Board members excluding Episcopal Advisor shall be a four (4) year term, renewable but non-consecutive, to begin on July 1.
6.5 Quorum of Board
A quorum at any meeting of the Board consists of the presence of a majority of voting members of the Board, including at least one (1) officer present.
6.6 Voting by the Board
6.6.1 Each member of the Board shall be entitled to one (1) vote.
6.6.2 There will be no proxy votes.
6.6.3 The Board shall use discernment or consensus model whereby the vote of at least eighty percent (80%) of a quorum present carries unless in conflict with the Act (which provides in most instances that the vote of just a majority of a quorum present carries a vote).
6.6.4 The Act allows the Federation’s directors to act only in person at a meeting, or to participate in a meeting by means of a telephonic meeting where all persons may hear each other, and by unanimous written consent.
6.6.5 In the event that the Act may be amended to broaden beyond Board meetings, Board telephone calls, and Board unanimous written consent the means by which the Federation’s directors may act, such additional means as may be authorized by the Act may be utilized by the Federation’s directors immediately, and nothing in these bylaws shall be deemed to bar use of such new means of acting or participating, nor shall any further amendment of these bylaws be required.
There shall be at least two (2) meetings per year, with one such meeting being the annual meeting of the Board held at the time of the Annual Membership Meeting (AMM) and the other being a regular meeting to be held at such time as the Board may designate. The Board may hold additional meetings at the call of the chair.
Written notice of each meeting of the Board shall be given by mail or electronic mail to each member of the Board not less than thirty (30) days before the day appointed for the meeting. Except regarding proposed amendments to the articles and bylaws, the matters to be discussed and voted upon at any duly called meeting of the Board shall not be limited to those set forth in the notice of such meeting.
6.9 Executive Session
The chair of the Board may decide to enter into executive session for specific discussions with the approval of the voting members of the Board. Executive session includes only the voting members along with the Episcopal Advisor. At times, the chair may invite the executive director and/or the USCCB liaison to participate in the discussions of the executive session.
6.10 Vacancies of Directors
At-large, episcopal advisor, and ex-officio vacancies to the Board shall be filled by the Board. All other vacancies on the Board shall be filled by the respective diocesan, organizational, constitutive or associate members for the balance of the unexpired term.
6.11 Removal of Directors
Any directors may be removed from office by the affirmative vote of eighty percent (80%) of the voting members of the Board when in the judgment of the Board the best interests of the Federation will be served.
Article 7 - Authority of the Board of Directors
7.1 The Board shall oversee the business and affairs of the Federation.
7.2 The Board shall have all the powers and responsibilities conferred upon a board of a nonprofit corporation by the Act or by these bylaws including but not limited to the following:
7.2.1 To select and approve officers of the Board by discernment at a regular meeting;
7.2.2 To select and approve four (4) at-large members to serve on the Board;
7.2.3 To approve Board committees (standing) and temporary board committees (time limited), committee chairs, and committee members;
7.2.4 To approve and monitor Federation policy, Federation operational goals and performance; board committee goals and performance, project team goals and performance;
7.2.5 To hire, set salary, evaluate, and renew or terminate the employment contract of the executive director;
7.2.6 To approve and monitor the organization’s strategic plan;
7.2.7 To approve and monitor the annual budget, membership dues, and funding of groups;
7.2.8 To oversee and convene the Annual Membership Meeting (AMM);
7.2.9 To provide an annual written accountability report to the membership in collaboration with the executive director;
7.2.10 To appoint and monitor the Federation project teams, and to appoint chairs of project teams and related work groups needed to implement priorities set by action of the project team;
7.2.11 To accept, review, and provide consultation on executive director reporting; and
7.2.12 To monitor conflicts of interest annually, at minimum.
Article 8 - Officers of the Board
8.1 The officers of the Board shall be the chair, first vice chair, second vice chair, secretary and treasurer. The officers must be members of the Board.
The president of the corporation shall be known as the “chair” and shall have all powers and shall perform all duties commonly incident to and vested in the office of chair and/or president of a District of Columbia nonprofit corporation.
8.2.1 The chair shall preside at all meetings of the membership and the Board.
8.2.2 The chair shall serve as an ex officio voting member of all committees.
8.2.3 The chair shall see that all orders and resolutions are carried out and shall perform all duties incident to the office of chair as the Board may determine from time to time.
8.3 First Vice Chair
In the absence of the chair from any meeting, the first vice chair shall assume all responsibilities for the conduct of that meeting.
8.4 Second Vice Chair
In the absence of both the chair and first vice chair from any meeting, the second vice chair shall assume all responsibilities for the conduct of that meeting.
The secretary or his or her designee shall ensure that the secretarial tasks are performed at the
annual meeting of the membership and all meetings of the Board.
8.5.1 The secretary shall report the minutes to the membership and board, attest such documents and oversee other secretarial duties as are customary for such an officer and as the Board may determine from time to time.
8.5.2 Minutes of the annual meeting shall be provided to the membership within sixty (60)
calendar days of the meeting.
The treasurer or his or her designee shall oversee the administration of all general funds and assets of the Federation and shall have such powers and duties as are customary for such an officer and as the Board may determine from time to time.
8.6.1 The treasurer shall be a voting member of any committee with jurisdiction over finance.
8.7 Eligibility to be an Officer of the Board
8.7.1 All Board members are eligible to be appointed by discernment for an officer position with the following exceptions: Ex-officio members, Episcopal Advisor, and members that have less than one year remaining in their term.
8.7.2 In order to serve as an officer, a Board member must have at least two (2) years left in his or her Board term.
8.7.3 If a current officer is discerned to a new position, the Board of Directors appoints by discernment to fill the vacated position for the balance of the unexpired term.
8.7.4 Subject to Board approval at the next Board meeting, the Executive Committee may fill officer vacancies occurring between Board meetings for the balance of the unexpired term.
8.8 Term of Officers
Each year approximately one half (1/2) of the officers rotate out of their offices and off of the Executive Committee at the end of their two (2) year term, and this rotation schedule shall continue. The rotating term of office for officers shall continue to be a two (2) year term, renewable, to begin on July 1.
8.9 Vacancies of Officers
Any vacancy in any office of the Board whether occurring by reason of death, resignation, or removal, shall be filled by the Board for the balance of the unexpired term.
8.10 Removal of Officers
Any officer may be removed from office by the affirmative vote of eighty percent (80%) of the voting members of the Board when in the judgment of the Board the best interests of the Federation will be served.
Article 9 - Board Committees
9.1 The Board may, from time to time, designate such additional committees for such purposes, with such powers and duties, and for such duration as the Board may prescribe. Each committee shall have at least two members who are members of the Board, and may have such other members as the Board may designate.
9.2 Each committee shall report to the full Board for action and voting by the Board at a duly called
meeting of the Board at which a quorum is present.
9.3 There shall be no voting by proxy for absent committee members.
9.4 A majority of the voting committee members present shall constitute a quorum at any meeting of
9.5 The committee members may be members of the Board, and each committee shall include an Executive Committee member as liaison to the Executive Committee.
9.6 The Executive Committee shall consist of eight (8) members of the Board, including the chair, first vice chair, second vice chair, secretary, treasurer, Episcopal Advisor, and the board member representing the ministry networks. The executive director is an ex officio member of the Executive Committee without vote.
9.6.1 The Executive Committee shall set the agenda for all Board meetings.
9.6.2 In addition, the Executive Committee shall have the following responsibilities for which it reports to the full board:
22.214.171.124 Electing and reviewing the performance of the executive director;
126.96.36.199 Reviewing the mission, vision and values of the Federation from time to time; and
188.8.131.52 Engaging in strategic planning from time to time.
9.6.3 The Executive Committee shall have the authority to act on behalf of the Board between meetings of the Board; provided, however, that the committee shall report to the full Board at the next meeting of the Board and shall remain subject to the authority of the Board. In the event of any tie vote, the chair (and in the absence of the chair the first vice chair, and in the absence of the first vice chair the second vice chair) shall cast an additional tie-breaking vote.
Article 10 - Executive Director
10.1 The Board shall employ as an administration and management employee of the Federation an executive director, employed or appointed by and directly responsible to the Board.
10.2 The executive director shall manage and direct all operations of the Federation. This includes but is not limited to serving on the Board and various teams, serving as the Federation’s liaison with outside organizations (or delegating this responsibility), directing all public relations and advocacy functions, and performing such other duties as specified by the Board from time to time.
10.3 The executive director may select such staff as are necessary for the carrying out of the administrative work of the Federation, subject to the policies and directions of the Board.
10.4 The executive director shall be an ex officio member of the Board, the Executive Committee of the Board and other committees of the Federation, but shall have no vote.
10.5 The executive director shall serve as staff for the Board. The executive director, together with the Board, shall prepare an annual accountability report and such other reports of the administrative and other activities of the Federation for submission to the Board at any regular or special meetings of the Board with recommendations.
Article 11 - Conflict of Interest Policy
The Internal Revenue Service requires that 501(c)(3) organizations have a conflict of interest policy. The purpose of this conflict of interest policy includes but is not limited to: protecting the Federation’s 501(c)(3) federal tax exempt status; making the best use of the Federation’s charitable assets; supporting the Board and executive director in carrying out their fiduciary responsibilities to the Federation; and to protect the Federation’s best interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, employee, team or project team member, interested person or insider of the Federation or its related Foundation or that might result in a possible excess benefit transaction or unreasonable compensation or other prohibited private inurement of the Federation’s assets. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. In connection with any actual or potential conflict of interest, any interested person has an affirmative duty to disclose the existence of the financial interest and any possible conflict of interest or the even the appearance of conflict of interest and shall disclose all material facts to the Board and team considering the proposed transaction or arrangement. To facilitate avoidance of conflicts of interest and to avoid unreasonable compensation, the Board shall implement a bidding procedure for all major contracts for goods and services.
11.2 Annual Statements
Any officer, director, employee, team or project team member, interested person or insider of the Federation or its related Foundation having an interest in a contract or other transaction or determination (all the foregoing referred to as “proposed arrangement”) presented to the Board or team for recommendation, authorization, approval or ratification shall give a prompt, full, and frank disclosure of her/his interest to the Board and team prior to any action on the proposed arrangement. Any person having made a disclosure may make a presentation at a Board meeting, but after the presentation, s/he shall leave the meeting during the discussion of and the vote upon the arrangement involving the potential conflict of interest, and such person may not be counted in determining the existence of a quorum. The Board shall thereupon determine, by majority vote, whether the disclosure indicates that a conflict of interest exists or could reasonably be construed to exist and whether the arrangement is in the best interests of the Federation. If the Board determines that a conflict of interest exists or could reasonably be construed to exist and/or that the arrangement is not in the best interests of the Federation, the Board shall investigate alternatives to the proposed arrangement, and after exercising due diligence for example through invitations to bid that may include but shall not be limited to the vendor of the arrangement under review, the Board shall determine whether the Federation can obtain with reasonable effort a more advantageous arrangement. After that due diligence, consistent with the quorum requirement in this section, the Board shall determine by a majority vote of the disinterested voting directors whether the arrangement is in the Federation’s best interest, whether it is fair and reasonable to the Federation, and whether to enter into the arrangement or some other more advantageous arrangement. The minutes of the meeting shall reflect the disclosure made, the vote thereon, the abstention from voting and participation by name, the content of the discussion, and whether the required quorum was present. Where the Board discovers that an individual appears to have failed to make any mandatory disclosure, the Board shall undertake appropriate due diligence investigation and any necessary disciplinary and corrective action.
Article 12 - Records Retention Policy
12.1 As required by Sarbanes-Oxley Act (SOX), it is the policy of the Federation to suspend any regularly scheduled document destruction when claims are pending or threatened against the Federation or where the Federation is informed of a claim. When document destruction is suspended for any reason, the secretary of the Federation will notify the appropriate corporate officials and personnel about the relevant categories of documents to be retained until further notice. Once the relevant documents have been identified and segregated from destruction/deletion, the operation of the policy regarding remaining documents, including any regularly scheduled destruction, shall recommence.
12.2 Documents and records must be retained under the certain circumstances, including, but not limited to:
12.2.1 Where the information has been subpoenaed in a civil or criminal case, or is the subject of an information request letter from a government agency;
12.2.2 Where the information relates to threatened or pending civil or criminal claims against the Federation of which the Federation has been made aware; or
12.2.2 Where destruction of the information would impede, obstruct, or influence the administration of any matter within the jurisdiction of the federal or state government, where such matter is pending, imminent or contemplated.
Article 13 - Indemnification
13.1 The Board may exercise the full extent of the powers which the Federation has under District of Columbia law, as such law exists from time to time, to indemnify members of the Board, officers, employees, and agents for expenses as enumerated below incurred by reason of the fact that they are or were members of the Board, officers, employees, or agents of the Federation.
13.2 Such expenses shall include attorneys’ fees, judgments, fines, amounts paid in settlement, and amounts otherwise reasonably incurred. The Board may make advances against such expenses upon terms decided by it.
13.3 The Board may exercise the full extent of the powers which the Federation has under District of Columbia law, as such law exists from time to time, to purchase and maintain insurance against the risks above described on behalf of its Board, officers, employees, and agents.
Article 14 - General Provisions
14.1 Fiscal Year
The fiscal year of the Federation shall be the twelve-month (12) period beginning July 1, and its financial books and records shall be kept according to standard accounting practices.
14.2 Waiver of Notice
Whenever any notice is required to be given by law, the articles of incorporation or these bylaws, a waiver of such notice may be executed in writing by the person or persons entitled to the notice, whether before, during or after the time stated therein, and such waiver shall constitute the equivalent of receiving such notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
14.3 Organizational Policy and Procedures Handbook
From time to time the Board will adopt an organizational policy and procedures handbook.
Article 15 - Amendments to Bylaws
Except as otherwise provided by law, the articles of incorporation and bylaws may be altered, amended or repealed by the vote of at least eighty percent (80%) of a quorum of the membership; provided, however, that no amendment shall be acted upon unless written notice setting forth the substance of the proposed amendment put forth by the Board shall have been sent to each voting member at least sixty (60) days in advance of the meeting. The vote of the members entitled to vote may be taken by any means in accordance with 4.0.
15.2 Notice of Proposed Amendments to Bylaws
It is the privilege of members in good standing to propose amendments to the bylaws in writing to the executive director at least seventy-five (75) days in advance of the start of the Annual Membership Meeting (AMM). Written notice of proposed amendments will be distributed to members no later than sixty (60) days in advance of the Annual Membership Meeting (AMM).