Catholic Professionals Bylaws
RULES OF THE
CATHOLIC PROFESSIONAL & BUSINESS CLUB
OF THE DIOCESE OF SAN JOSE
AN UNINCORPORATED ASSOCIATION
The mission of the Catholic Professional & Business Club (CP&BC) of the Diocese of San Jose is: “To enable Catholic professional and business men and women to reflect their Christian ethical beliefs in their everyday, business, and professional lives. Members are given an opportunity to share their faith, network, and deepen their relationship with God.”
The CP&BC is a Club of the Diocese of San Jose, a 501c3 non-for-profit California Corporation Sole. Membership in the CP&BC is open to all Christians who share the commitment to the Mission Statement set forth above. However, the emphasis of this organization shall be on the Catholic faith.
We are not a political organization, and must refrain, wherever possible, from issuing opinions on political issues. We are not a fundraising organization, as such, and will always be discreet in asking our members for contributions and donations. It is desirable, and our goal, to not duplicate programs and services offered by the Diocese and its individual parishes.
There shall be an annual membership fee as determined by the board. There will be additional costs for the monthly breakfasts and other events.
The Club shall hold monthly breakfast meetings on the second Thursday of each month, at a place and time to be determined by the Board of Directors. There shall be no meetings in July and August. Other meetings and programs will be determined by and approved by the Board of Directors.
Speakers and members are entitled to dignity and respect for their views. Club members recognize the importance of respecting these rights. If a Club member is found not to respect these rights, he or she will be requested to cease attending meetings and have dues promptly refunded.
The following will apply to conduct of all members:
Privileges of membership shall be reviewed from time to time by the Board of Directors.
When recognized by our speaker or the Master of Ceremonies, an attendee may ask appropriate questions regarding the issues raised in the speech. Audience members will not be permitted to make extended comments or statements before or after asking questions. If extended comments or statements are made, the audience member will be asked by the Master of Ceremonies to cease his or her remarks immediately. It will never be appropriate to publicly degrade or insult a speaker or his or her position. Questions not relating to the issues raised in the speech will not be recognized and the questioner will be asked to cease his or her remarks immediately.
CP&BC COMMUNICATION RULES
The CP&BC wants to ensure consistent, high-quality and appropriate communications to all members as well as protect the privacy of members. We also want to ensure that all communications are appropriate for a Catholic faith community and keep within the mission of the club.
These rules should be applied to any communication created by the club or club membership as well any requests from external organizations for communications directed to the club membership. Any communications in process prior to the effective date of this policy should be tailored to comply with these policies, as much as that is possible.
General Communications Rules:
- Communications should be in keeping with the mission of the Catholic Church and the mission of the CP&BC and should be relevant for our members.
- Communication should not endorse nor condemn any candidate running for any local, state, or federal office, and should only address the issues as they relate to Catholic teachings and values.
- Communication should not contain any material that is fraudulent, harassing, intimidating, or unlawful.
- The club may not provide any personal contact information to anyone outside the Club.
- Communications will not provide for non-Club business. The home addresses, email addresses and contact information of members who have requested their information remain unlisted.
- Email distribution lists, Contact lists or Direct Mailing labels may be used only for communications that follow the rules and are directly related to the activities of the club.
- Communications should be approved by the club Board of Directors prior to distribution and will only be facilitated through the club board.
BOARD OF DIRECTORS
The Board of Directors shall consist of no less than 9 and no more than 18 persons, chosen from the membership of the organization. It is the intent of this organization that the Board of Directors shall reflect the diversity of our membership, and the Christian community that we serve.
The term for a Director is two years. A Director may only be on the Board for a maximum of three consecutive terms (a total of SIX years). After three consecutive terms, a Director must remain off the Board for one year before being re-nominated.
Board nominees shall be nominated by the club membership and the current Board of Directors each January. The Board will be proactive in soliciting nominations from the general membership in the month of December. The list of nominees shall be provided to the Bishop each April for his information. The list of nominees will be announced to the general membership in May, and the new members shall be elected by the current Board of Directors in June of each year. At any time as he or she deems necessary, the President of CP&BC may fill a vacancy on the Board by nominating one or more persons to fill the vacancy from the general membership of the organization. Said person shall become a member of the Board of Directors upon favorable vote by a majority of the Board.
The club will have a chaplain who will be recommended by the board and appointed by the Bishop with consultation from the Vicar for Clergy. The chaplain will be an ex officio member of the Board of Directors.
The Board may also invite club members to attend board meetings in a capacity, to serve as volunteers in needed areas for the club’s work.
Any member of the Board of Directors can be removed by a 2/3 vote of the Board. Former board members may be nominated by the current board to be Board Emeritus members. Board Emeritus are non-voting members who serve in an advisory role.
For voting purposes, a quorum shall be the majority of the number of current members of the board, not including ex officio members.
The Board of Directors shall meet at least monthly at a time and place to be determined by the President. Notice of the meeting date and location shall be communicated to all Directors at least 48 hours in advance of the meeting.
Duties of the Board of Directors
The Board of Directors shall conduct the general business of the Club, including but not limited to the following duties:
- Determine the Club’s meeting programs and agenda;
- Adopt changes to the Rules of the Club bi-annually;
- Provide for the filling of vacancies on the Board, in accordance with nomination process;
- Make decisions on the expenditure of club funds, including honoraria for speakers, chaplain stipend, program expenses, communications costs, and club supplies.
- Determine the use to which any funds in excess of the Club’s expenses shall be put.
- Establish and participate in any special committees as may be necessary;
- Attend scheduled Board of Directors meetings. In the event a Director misses three meetings during a fiscal year, the Director shall be subject to possible removal from the Board, upon vote of a majority of the Directors;
- Standing committees of the Board of Directors shall be: Spirituality, Scholarship, Sponsorships, Programs, Communications, Membership, and Finance;
- Standing Committees will have chairs, appointed by a majority of the Board of Directors for one year terms.
CP&BC shall have the following offices: President, Vice-President, Secretary, and Treasurer.
President will act as chair of meetings of the Board of Directors, and as Master of Ceremonies at all club meetings. Vice-President will assume the duties of the Presidency in the absence of the President. Secretary will keep minutes of meetings and manage correspondence of the Club. Treasurer will be responsible for deposit of all funds, payment of all bills, including stipends and honoraria as determined by the board, and preparation of all financial reports to the board. The President-Elect will be elected by the Board at the beginning of the anticipated last year of the current President.
The term for each office shall be one year. Terms shall commence on July 1st, the beginning of the Club’ fiscal year.
Officers shall be elected annually by the Board. An officer may serve consecutive one-year terms in any one office, up to four consecutive terms (a total of four years). Vacancies of any office shall be filled by nomination from the current President, and approved by a majority of the Board of Directors.
Any officer may be removed from office upon a vote of 2/3 of the Board of Directors, if it is determined in the Board’s sole discretion that said Officer is no longer willing or able to fulfill his or her duties as an officer as described herein.
At the expiration of the President’s term, the President shall prepare a report on the preceding year’s activities, including financial position and any change thereto, as well as any suggestions the President has for use of excess funds of the organization as described herein.
USE OF FUNDS
As a Club of the Diocese of San Jose, a 501c3 nonprofit, California corporation sole, the Club’s funds are intended to promote the Club’s mission. The Club’s fiscal year is July 1 – June 30th.
In the event the organization has funds in excess of its costs left at the end of any fiscal year, the President shall have the authority to establish a committee to recommend the use to which said funds should be dedicated. No funds in excess of costs may be dedicated as set forth below, unless the ending balance at the end of the fiscal year of the organization’s bank account is at least $2,000.00.
Said use must conform to the underlying goals of the organization as set forth in the Mission Statement. All such recommendations of the committee shall be considered and voted upon by the Board of Directors. The use which receives the most votes in its favor shall be adopted by the Board.
Any funds that are designated by donors shall be used for those purposes within the timeframe designated. Any funds that are restricted by either time or program shall be released by approval of the Board of Directors and according to general accounting principals.
DISSOLUTION OF CLUB
The Club shall be dissolved only by a unanimous vote of the Board of Directors, with the advice and consent of the Bishop. Any funds remaining in the treasury shall be forwarded to the Diocese of San Jose.
These Rules may be amended, revised, or repealed and new Rules adopted by a simple majority vote of the Board of Directors, as deemed necessary by the Board.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
- That I am the duly elected and acting Secretary of CATHOLIC PROFESSIONAL & BUSINESS CLUB of the Diocese of San Jose, an unincorporated association operating under the auspices of the Diocese of San Jose, and
- That the foregoing Rules, comprising eight articles, constitute the Rules of CATHOLIC PROFESSIONAL & BUSINESS CLUB of the Diocese of San Jose, duly adopted at the meeting of the Board of Directors on 15th of November, 2007
IN WITNESS WHEREOF, I have hereunto signed my name this 15th day of November, 2007