Bylaws & Conflict of Interest
Bylaws (Statutes) of the International Catholic Stewardship Council, Inc.
The Mission of the International Catholic Stewardship Council is to foster an environment in which stewardship is understood, accepted and practiced throughout the Catholic Church.
DICHIARAZIONE DELLA MISSIONE
La missione del Consiglio Internazionale Cattolico per l’Amministrazione dei doni di Dio è d’incoraggiare un ambiente nel quale quest’amministrazione si capisca, si accetta e si pratica in ogni parte della Chiesa Cattolica.
Es ist die Mission des Internationalen Katholischen Laiendienstkonzils eine Umgebung zu fördern, in der der Laiendienst der Katholischen Kirche stets verstanden, akzeptiert und praktiziert wird.
La misión del Concilio Internacional Católico de la Administración de los Bienes de Dios es crear un ambiente en el que esta administración sea entendida, aceptada y practicada en toda la Iglesia católica.
A missão do Conselho Internacional Católico da Administração dos Bens de Deus é criar um ambiente em que essa administração seja entendida, aceitada e praticada em toda a Igreja católica.
DECLARATION DE LA MISSION
La mission du Conseil International Catolique de la Gestion des Biens de Dieu est d’encourager une ambiance dans laquelle cette gestion soit entendue, acceptée et mise en oeuvre dans l’église catolique entière.
The International Catholic Stewardship Council recognizes the need to be enthusiastically faithful to the magisterium of the Church in all its efforts. Cognizant of the fact that to be truly Catholic and Christian means to be an extension of the teaching mission of Christ, the International Catholic Stewardship Council acknowledges the appropriate Episcopal authority and the universal authority of the Holy Father.
ARTICLE I — Corporate Name and Offices
Section l. Name and Location of Corporation. The name of this Corporation is the International Catholic Stewardship Council, Inc. Its principal office is located at 1275 K Street, N.W., Suite 880, Washington, D.C., USA 20005-4006.
Section 2. Other Offices. The Corporation may also have such other offices in such other locations as the Board of Directors may from time to time direct or the business of the Corporation may require.
ARTICLE II — Purposes
The purposes for which this Corporation has been organized are to plan, organize, implement and promote an international Catholic stewardship association dedicated to preserving and strengthening Gospel values, and in particular:
1. To develop and promote a Catholic theology of stewardship which will enrich the evangelization of the laity through self-giving sacrifice to the needs of the Body of Christ;
2. To advocate policies, practices and strategies which will build the welfare and dignity of the recipients on behalf of whom the membership works;
3. To support those who care for and those who work for social justice for minorities, the homeless, the underprivileged or anyone, or any group of people suffering discrimination of any form whatsoever;
4. To support and enrich the stewardship and evangelization efforts of dioceses and parish churches in furtherance of their mission and ministry;
5. To provide resources to support the needs of members to educate and motivate the constituencies from whom they gather money or gifts of service;
6. To coordinate the actions and education of Catholic stewardship organizations and professional staff to achieve universal standards of excellence in the delivery of service to the Church and its institutions; and
7. To solicit, receive and maintain a fund or funds of real or personal property, or both, and subject to the restrictions or limitations hereinafter set forth, to use and apply the whole or any part of the income there from and the principal thereof exclusively for charitable, religious, educational, scientific and/or literary purposes, either directly or by contribution to organizations that qualify as exempt organizations under Section 50lc(3) of the Internal Revenue Code of 1954, as amended.
ARTICLE III – Membership
Section 1. Voting Members. Any Catholic archdiocese, diocese, parish, religious community, society, association, or other Church-related entity is eligible to become a voting member of the Corporation upon written application, payment of all requisite fees and dues, and approval of the Board of Directors. Any other professional firm, corporation, business, or individual may also become a voting member upon completion of the above requirements as well as approval of the Board of Directors. Each voting member shall designate one delegate to represent it in all matters of the Corporation, including voting of its behalf. In the event an individual is the designated delegate of more than one voting member, she or he shall have only one vote on corporate matters and elections. Unless otherwise indicated, all references to members in the Bylaws (Statutes) refer to voting members.
Section 2. Membership Dues. All members of the Corporation shall pay such membership dues and fees as shall be determined by the Board of Directors. Annual membership dues shall ordinarily be paid by the anniversary date of membership.
ARTICLE IV – Meetings of Members
Section 1. Place of Meetings. Meetings of the members of the Corporation shall be held in the city in which the principal office of the Corporation is situated or at such other suitable place convenient to the members as may be designated by the Board of Directors.
Section 2. Annual Meetings. An annual meeting of the members of the Corporation shall normally be held in the fall of each year. At such meeting, a Board of Directors shall be elected in accordance with these Bylaws (Statutes). The members may also transact at the annual meeting any other business of the Corporation as may properly come before them.
Section 3. Election of Board of Directors. The election of the Board of Directors shall occur in conjunction with the annual conference. At least ninety (90) days prior to the opening day of the conference, a nominating committee appointed by the President shall invite nominations for open Board positions from among the membership. A member may not nominate herself or himself. To be a valid nominee, an individual must meet or fulfill the requirements included in Article V, Section 4. In addition to a nominating endorsement from a member, a nomination must include an endorsement by one (1) member located within the candidate’s Region and exclusive of the candidate’s employer (the form of such endorsement is at the discretion of the Board of Directors or its appointed committee). Elected At-Large Directors may have their nomination endorsed by any two (2) members not representing the employer of the candidate (one nomination endorsement and one other). Furthermore, no endorsing/nominating member may endorse or nominate more than one nominee in any given election year. All eligible nominations received in writing by the committee at least forty-five (45) days prior to the first day of the annual conference shall be presented to the members at the annual meeting with the following provisions:
1. In the event no candidate or only one (1) unopposed candidate is nominated from a Region or At-Large, the committee may recruit and offer one (1) or two (2) additional candidates for election;
2. In the event more than three (3) candidates are nominated from a Region or At-Large, the committee may, with the approval of a nominee or nominees in question, ask such candidates not to stand for election, in order to avoid the election of a candidate with a small plurality. Any nominees so removed, however, must concur with the decision of the committee. The election shall be held at a time and place in conjunction with the annual conference, and shall be held in such manner that all eligible members in attendance have an opportunity to vote.
3. Voting members unable to attend the annual conference may vote by absentee ballot. The manner by which this balloting shall take place will b left to the discretion of the Executive Director.
Section 4. Special Meetings. Special meetings of the voting members of the Corporation may be held at any time upon the written request of the President, a majority of the Board of Directors, or at least one hundred (100) of the voting members. Such written request shall state the purpose of the meeting to be called and notice shall be given pursuant to Section 5 of this Article. No business shall be transacted at a special meeting except as stated in the notice, unless by consent of all voting members present.
Section 5. Notice of Meetings. The Secretary of the Board shall mail a notice of each annual and special meeting of the members, stating the purpose thereof as well as the date, place and time of such meeting to be held, to each member of record, at the address which appears on the books of the Corporation, at least ten (10), but not more than sixty (60) days prior to such meeting. Service may also be accomplished by delivery of any such notice to the member (or the member’s delegate) at her or his residence or last known address. Notice by either such method shall be considered as notice served.
Section 6. Quorum. The presence of at least one hundred (100) delegates of members shall be requisite for, and shall constitute a quorum for the transaction of business at all meetings of the membership. If the number of delegates at a meeting drops below the quorum, and the question of a lack of a quorum is raised, no business may thereafter be transacted.
Section 7. Voting. At every meeting of the members of the Corporation each member shall have one (1) vote on each question brought before the meeting, which vote shall be exercised by the individual member or its delegate, in accordance with these Bylaws (Statutes). The vote of a majority of those voting shall decide any questions brought before such meeting.
ARTICLE V — Directors
Section 1. Number of Board Members. The business of the Corporation shall be managed by a Board of Directors consisting of a minimum of twenty-three (23) members and a maximum of twenty-eight (28) members. The minimum may be achieved by any combination of the elected and/or appointed members. The maximum composition would consist of the following: twenty (20) Regional Directors, three (3) elected At-Large Directors, three (3) appointed At-Large Directors, one (1) President completing her/his term as executive, and one (1) Episcopal Moderator.
Section 2. Powers and Duties. The Board of Directors shall have overall control and management of the affairs and business of the Corporation and shall have all the powers and duties necessary for the administration of its affairs, except for those acts and things as by law or these Bylaws (Statutes) are directed to be exercised by the members of the Corporation.
Section 3. Regional and At-Large Directors. The Board of Directors shall include the following types of Directors:
1. Regional Directors. Twenty (20) Directors shall be delegates of members, located within that Region, with one Director from each of the Twenty (20) ICSC Ecclesiastical Regions. These Directors shall be referred to as Regional Directors.
2. At-Large Directors. Three (3) Directors shall be elected from among all members, one (1) of which may be elected each year, providing a three-year rotation for such elected At-Large Directors. Such elected At-Large Directors may not be elected if there is an elected opening in that year in the Region in which they are located.
3. Appointed At-Large Directors. An additional three (3) At-Large Directors may be appointed from among all members by the President with the approval of a majority of the Board, one (1) of which may be appointed each year, providing a three-year rotation. Appointed At-Large Directors have no qualification as to location related to elected Regional Directors.
Section 4. Election, Requirement to Serve, and Term of Office. The Directors of the Corporation shall be elected and serve pursuant to the following provisions:
1. All Directors, with the exception of the three (3) appointed At-Large Directors, shall be elected by a vote of members of the Corporation in conjunction with the annual conference of the Corporation.
2. Regional Directors shall be elected by majority vote of the members of the Corporation from the Region whom they will serve in conjunction with the annual conference of the Corporation.
3. The election of Directors shall be staggered so that at least five (5) Directors are elected at each annual meeting.
4. At least one (1) At-Large Director shall be elected annually, and the schedule of election of Regional Directors as outlined in Article V, Section 3, shall be followed.
5. The term of office of a Director shall commence at the annual membership meeting and shall end at the third annual membership meeting immediately thereafter, allowing the director a term of approximately three (3) years.
6. To be elected as either a Regional or At-Large Director the individual must meet the following minimum requirements:
a. The diocese, parish, or organization that the nominee represents must be a member in good standing.
b. The nominee must have been employed by a member of ICSC for a minimum of three (3) years.
c. The nominee shall have registered for and attended at least two (2) ICSC conferences PRIOR to the conference at which her/his election is held.
d. All nominees must receive a written endorsement of her or his candidacy from the Ordinary—Bishop or Archbishop of his delegate or where appropriate the religious superior—in the (arch)diocese in which the candidate is located. The form of such endorsement shall be at the discretion of the Board of Directors and/or its appointed committee overseeing nominations and elections.
7. A Director may be elected or appointed to two (2) consecutive three-year terms, in addition to serving out any partial term of office to which she or he may be appointed. Thereafter, Directors are eligible for re-election or re-appointment as Directors only after an absence of at least one (1) year from the Board.
H. Should a Director cease employment as the delegate of a member institution or organization, she or he shall become ineligible to continue serving as a Director and will resign. Any vacancy created pursuant to this provision will be filled as set forth below in Section 5. This Section shall NOT apply to a Director who has become the delegate of another member unless such Director is a Regional Director and her/his new position is in a Region other than that from which she/he was elected.
Section 5. Vacancies. Vacancies on the Board of Directors caused by any reason shall be filled by the President, with such appointments subject to the approval of a majority of the remaining Directors no later than their next meeting. Each person so appointed and approved shall be qualified to serve pursuant to these Bylaws (Statutes) and shall complete the remainder of the unexpired term of the Director whose place was vacant. Such appointment shall not disqualify an individual from being elected to two full terms immediately upon the expiration of the term for which she or he was appointed.
1. Vacancies of a Regional Director shall be filled by the President after consultation with members of the Corporation in the Region affected by the vacancy with such appointments subject to the approval of a majority of the remaining Directors no later than their next meeting.
Section 6. Regular Meetings. The Board of Directors shall meet at least two (2) times per year at such time and place as shall be established by the President. The Board of Directors may make such rules and regulations covering the meetings as it may deem necessary and appropriate.
Section 7. Quorum. At all meetings of the Board of Directors, half the serving members of the Board of Directors plus one (1) member shall constitute a quorum for the transaction of business, and the act of the majority of the Directors present at any such meeting shall be the act of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may adjourn the meeting. At any such adjourned meeting that is reconvened within 48 hours of such adjournment, any business which might have been transacted at the meeting as originally called may be transacted without further notice. The reconvening of an adjourned meeting beyond 48 hours of such adjournment must be preceded by actual notice of such reconvened Board meeting.
Section 8. Voting. Each Director shall have one (1) vote on each question brought before the Board of Directors.
Section 9. Meetings by Telephone. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear one another, and such participation in a meeting shall constitute presence in person at the meeting.
Section 10. Action Without Meeting. Any action by the Board of Directors required or permitted to be taken in any meeting may be taken without a meeting, if a majority of the members of the Board shall individually or collectively consent in writing to such action, provided notice to all members of the Board of Directors has been given. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
Section 11. Indemnification of Directors. Any Director who discharges her or his duties in accordance with these Bylaws (Statutes) shall not be held liable or responsible for the actions taken by the Corporation, its employees, its agents or its representatives, by reason of being or having been Director. The Corporation shall indemnify any Director against expenses reasonably incurred by that Director in connection with any action, suit, or proceeding, to which she or he may be made a party by reason of her or his being or having been a Director of the Corporation. This indemnification right shall include reimbursement for the reasonable costs of settlement of such action, suit, or proceeding, provided a majority of non-interested Directors approves such settlement as in the interest of the Corporation. The foregoing rights shall not be exclusive of other rights to which any Director may be entitled under these Bylaws (Statutes).
ARTICLE VI — Episcopal Moderator
The Board of Directors shall invite a Catholic bishop to serve as Episcopal Moderator of the Corporation. The Episcopal Moderator is a voting member of the Board of Directors and acts as a liaison with Episcopal Conferences and the Holy See.
ARTICLE VII — Executive Officers
The principal officers of the Corporation, to be known as the Executive Officers, shall be as follows: President, Vice President, Secretary and Treasurer.
All such Executive Officers shall be members of the Board of Directors. The officers shall be elected by and from the members of the Board of Directors at the first regularly scheduled Board meeting held after the close of the annual conference, but no sooner than 1 January of the calendar year following the calendar year in which the annual meeting is held. In the event no regular meeting is scheduled or held prior to 1 June of the following calendar year (the year in which the election of officers should occur), the Board of Directors will devise a procedure under which election of officers can occur. The President shall be elected for a term of four (4) years or until the second election of officers after she or he is elected. All other officers are elected for a term of two (2) years or until the next election of officers. A nominating committee appointed by the President shall present a recommended slate of officers to the Board no later than four (4) weeks before the election of officers is scheduled. Other nominations may be made by Board members in writing, with the proviso that at least two (2) Board members nominate the same individual for the same position for the nominated person to be considered for election, and as long as such nominations are delivered in writing to the ICSC President no later than ten (10) days prior to the election. At the time of the election, no nominations will be accepted from the floor unless at least two-thirds (2/3) of the members in attendance approve such nomination.
In order to be eligible to stand for election and to serve as President, a candidate shall have served at least two (2) full and consecutive years as a member of the Board of Directors. In the event that the newly elected President does not have the years remaining on her/his term as a member of the Board of Directors, or in the event the President jeopardizes her/his representation as a Regional Director by changing employment from one (1) member to another located in a different Region, a special Board position will be extended to the seated President until such time her/his term of office as President is completed. The individuals elected to serve as Vice President, Secretary, and Treasurer will serve a term of two (2) years, but they may be re-elected to the same or a different Executive Office while a member of the Board. The Board may, at its discretion, combine the offices of Secretary and Treasurer into one office held by one individual. The Board of Directors will determine its own procedure for the conduct of the election of officers.
ARTICLE VIII — Executive Director
The Board of Directors shall appoint the Executive Director to manage the day-to-day activities of the Corporation. The Executive Director shall be under the supervision of the President and shall execute all duties assigned to her or him by the Board of Directors or the President. The Executive Director shall maintain the Corporation’s principal office, from which she or he shall report directly to the President.
ARTICLE VIII — Executive Director
Section 1. Executive Committee. The Executive Committee shall consist of the President, the Vice-President, the Secretary and the Treasurer. This committee shall have the authority to act in the Board’s behalf in all matters requiring decisions between meetings of the Board. When and where necessary, such decisions may require Board ratification at the next official meeting of the Board. The Executive Committee shall meet when called by the President.
Section 2. Other Committees. Other committees of the Corporation, including a Nominating Committee consisting of at least three (3) Board members, may be appointed from time to time by the President for such purposes as she or he shall determine necessary and appropriate. It will not only be acceptable, but encouraged, that membership on such “other committees” may include non-board members, the Executive Committee and Committee on Board Development, Nominations and Elections shall only be composed of Board Members and the Executive Director. Inability or refusal to serve on such committees may be cause for removal of a Director from the Board.
ARTICLE X — Corporate Seal and Fiscal Year
The Board of Directors shall provide a suitable corporate seal containing the name of the Corporation, which seal shall be in the charge of the Executive Director
The fiscal year of this Corporation shall commence on 1 January and end on 31 December of each year.
ARTICLE XI — Amendments
Section 1. Amendments by Members. Amendments to these Bylaws (Statutes) or to the Articles of Incorporation of the Corporation may be proposed to the membership by the affirmative vote of a majority of the members of the Board of Directors. Amendments shall be presented to the membership at its next meeting, and if approved by a majority vote of the voting members present and voting at such meeting, shall become a part of the Bylaws (Statutes) or of the Articles of Incorporation, whichever is appropriate. A description of any proposed amendment shall accompany the notice of any meeting of the membership at which such proposed amendment is to be voted upon.
Section 2. Amendments by the Board of Directors. In the alternative, amendments to these Bylaws (Statutes) or the Articles of Incorporation of the Corporation may be enacted by the affirmative vote of two-thirds (2/3) rounded up to the next highest whole number of the elected and appointed members of the Board of Directors, at a regular or special meeting of the Board of Directors.
Revised February 2009
Conflict of Interest
Policy of the International Catholic Stewardship Council, Inc.
ARTICLE XI — Amendments
(Adopted by ICSC Board of Directors on 5-8-09)
The purpose of the International Catholic Stewardship Council (ICSC) Conflict of Interest Policy is to remain in compliance with applicable federal law and the laws of the District of Columbia regulating nonprofit organizations. It also seeks to ensure the highest standards of integrity, ethical behavior and public responsibility as assumed by Christian stewardship’s principles of accountability and transparency; two of ICSC’s strategic imperatives.
ICSC recognizes the inherent right of its board members and staff to engage in outside interests and private enterprise, and ICSC does not wish to impede these activities. However, under federal law, the laws of the District of Columbia that govern nonprofits, and ICSC’s bylaws, an ICSC board member embraces a special obligation: a legal obligation to exercise fiduciary responsibilities to the organization. These fiduciary duties include a duty of loyalty; a duty that requires board members to act in the best interest of ICSC and not for personal or third-party gain, personal promotion for commercial interests, or financial enrichment for the board member or for third parties. When this duty of loyalty is compromised in any way, a conflict of interest may arise or exist. It is the policy of ICSC to avoid all such actual or potential conflicts of interest.
1. What is a conflict of interest?
A conflict of interest arises when a board/staff member has a personal interest that conflicts or is perceived to conflict with the interests of ICSC or arise in situations where a board/staff member has or appears to have divided loyalties between ICSC and another business or organization that the individual is involved in (also known as a “duality of interest”).
Conflicts of interest have the potential of resulting in situations that lead to inappropriate financial gain to persons in authority at ICSC. This can lead to financial penalties and violations of IRS regulations. Similarly, situations or transactions arising out of a conflict of interest can result in the appearance of a lack of integrity in the ICSC board decision-making process. Both results are damaging to ICSC and are to be avoided.
For the purpose of this policy, a “conflict of interest” is defined as a situation or apparent situation in which an individual decision-maker has any impediment to being impartial and loyal, such as: (1) a personal, professional, business or volunteer position, responsibility, or interest; or 2) a conflicting duty to another entity where the individual’s allegiance may be split between ICSC and another organization. An apparent conflict of interest is defined as a situation or relationship that may cause a casual observer to question whether there is an impediment to impartiality.
2. Who might be affected by this policy?
The policy generally governs the activities of ICSC board and committee members and staff. In some cases a major donor, consultant or associate member might be in a conflict situation. ICSC takes a broad view of conflicts and board, committees and staff are urged to think of how a situation/transaction would appear to outside parties when identifying conflicts or possible conflicts of interest.
3. Disclosure of Conflicts.
Board members and staff will annually disclose and promptly update any disclosures previously made on an Annual Conflict Disclosure Form provided by ICSC that requests them to identify their interests that could give rise to conflicts of interest, such as affiliations with other businesses and/or organizations including other nonprofit organizations. Such information may be used by ICSC in its continuing efforts to avoid, or otherwise properly manage conflicts of interest.
Board members and staff are also urged to disclose conflicts as they arise as well as to disclose those situations that are evolving that may result in a conflict of interest. Advance disclosure must occur so that a determination may be made as to the appropriate plan of action to manage the potential conflict of interest. Board members should disclose to the board’s executive committee and executive director as soon as the person with the potential conflict is aware of it or that the appearance of a conflict exists.
4. Procedures to manage conflicts.
For all ICSC board and committee members, staff and other leadership positions as may be designated by ICSC or its executive committee from time to time, if a potential conflict of interest is raised, whether actual, apparent or perceived at such time as any discussion, vote, decision-making or other consideration related to ICSC is taking place, the following procedure shall be followed:
a. Potential conflict disclosed by the “interested party:” The person with the conflict (“interested party”) shall notify the executive committee in case of a board issue, or the committee chair in case of a committee issue, about the potential interest that is in conflict or appears to be in conflict before the related discussion, vote or action takes place. The interested party shall: (1) absent him/herself from the discussion, and (2) absent him/herself from voting on the related matter.b. Disclosure by a party other than the “interested party:” When the issue of a potential conflict, whether actual, apparent or perceived, is raised by another ICSC board/committee member before or during any discussion, vote, decision-making or other consideration related to ICSC, the interested party shall excuse him/herself from the discussion until the board or committee determines if there is a potential conflict of interest so as not to unduly influence the discussion of the conflict. The remainder of the board or committee will determine whether a conflict exists and notify the interested party before beginning or continuing with deliberation of the issue.c. Discovery by the board/committee: If the board, any committee or their respective members have reason to believe that a board/committee member or staff has failed to disclose any actual or apparent conflicts of interest, it shall inform such person of the basis for such belief and afford him/her an opportunity to explain the alleged failure to disclose. Following such explanation and after any further investigation deemed appropriate by the board, if the board determines that the interested party has in fact failed to disclose an actual or possible conflict of interest, it shall take what action it deems appropriate, including corrective action, and when warranted, result in the removal or termination of such person.d. Documentation of conflicts of interest: The fact that a conflict was managed at the board or committee level as well as the determined outcome shall be documented in the minutes of board meetings. In most cases the broadest disclosure possible is advisable so that decision-makers can make informed decisions that are in the best interests of ICSC.e. Disinterested parties only: In all cases, discussions, votes and decisions involving a conflict will be made only be disinterested persons.
Monitoring potential conflicts of interest:
The board’s executive committee and the executive director will monitor proposed or ongoing issues of ICSC and be proactive about seeking out potential conflicts of interest and disclose them to the board and staff, as appropriate.
Board duties and questions
It is the duty of all board members and staff to be aware of this policy, and to identify potential conflicts of interest, whether actual, apparent or perceived and be aware of situations that may result in the appearance of a conflict and to disclose those situations to the executive committee or executive director, as appropriate. Questions about this conflict of interest policy should be directed to either the executive director, or a member of the executive committee or board development, nominations and elections committee.