BYLAWS
OF
CONGREGATIONAL
FOUNDATION, INC.
ARTICLE I
General
Section
1. Purpose of Corporation. The purposes of this Corporation shall be as
set forth in the Articles of Incorporation of the Corporation. These Bylaws specify various matters affecting
the operations and governance of the Corporation.
Section
2. Solicitation and Receipt of Gifts. The Corporation shall seek gifts,
contributions, donations and bequests (herein generally called
"gifts") for its purposes.
While the Corporation specifically encourages unrestricted gifts, the
Board of Directors will accept gifts for a restricted or otherwise designated
purpose if such restriction is determined by the Board of Directors to be
acceptable or otherwise conforms with these Bylaws and any other guidelines
established by the Board of Directors for such restricted gifts. Expenditures of unrestricted funds will be
made in accordance with the priorities established by the National Association
of Congregational Christian Churches of the United States (the “Association”)
as certified by the Secretary of the Association in writing from time to
time.
ARTICLE II
Section
1. Powers. Subject to the limitations of the Articles of
Incorporation of the Corporation, these Bylaws and the laws of the State of
Section
2. Number; Election; Term.
(a) The number of Directors of this
Corporation shall be seven (7). Two (2)
Directors shall be Ex-Officio Directors and five (5) of the Directors shall be
At Large Directors.
(i) The
Executive Committee Chairperson and the Moderator of the Corporation for the
National Association of Congregational Christian Churches of the
(ii) Except as otherwise provided herein with
respect to the terms of the initial Directors, each At Large Director shall
hold office for a term of five (5) years or until such Director's successor
shall have been duly elected or until such Director's death, resignation or
removal. Directors may be re-elected to
serve more than one term in office. However,
At Large Directors shall not serve more than two full terms plus any partial
term to which they are elected not to exceed fourteen (14) years in the
aggregate. Directors need not be
residents of the State of
(b)
At Large Directors shall be elected by the Board of
Directors at its annual meeting and assume office upon ratification of their
election by the delegate body of the Association.
(c)
For purposes of these bylaws, unless otherwise
specified, the term “Directors” shall refer to both Ex-Officio and At Large
Directors.
Section
3. Resignation. A Director may resign at any time by giving
written notice to the Secretary of the Corporation, who shall advise the Board
of Directors of such resignation. Such
resignation shall take effect at the time specified therein or, if no time is
specified, then upon receipt of the resignation by the Secretary of the
Corporation, and unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective.
Section
4. Removal. Any individual At Large Director may be
removed from office, with cause or for any reason provided in the Articles of
Incorporation or Bylaws, by the action of two-thirds of the At Large Directors
then in office.
Section
5. Vacancies. A vacancy or vacancies in the Board of
Directors occurring for any reason, including an increase in the authorized
number of Directors, may be filled by a majority of the Directors then in
office, even though less than a quorum.
Each Director so elected shall hold office for the unexpired portion of
the term such Director was elected to fill and until such Director's successor
is elected and qualified, or until such Director's death, resignation or
removal.
Section
6. Meetings.
(a) Annual Meeting. A regular annual meeting of the Board of
Directors shall be held on the fourth Sunday of June of each year or such other
time during the month of June as may be designated by the President of the
Corporation, or by any Vice President if the President is unable to act, for
the election of officers and the transaction of such other business as may
properly come before the meeting. In the
event of failure, through oversight or otherwise, to hold the annual meeting of
Directors in any year during the months herein provided therefore, the meeting,
upon waiver of notice or upon due notice, may be held at a later date, and any
election had or business transacted at such meeting shall be as valid and
effectual as if had or transacted at the annual meeting during the months herein
provided.
(b) Other Regular Meetings. Other regular meetings of the Board of
Directors of the Corporation may be held with or without notice at such
regularly recurring time and place as the Board of Directors may designate.
(c) Special Meetings. Special meetings of the Board of Directors
for any purpose or purposes shall be held whenever called by the President of
the Corporation, or if the President is absent or is unable or refuses to act,
by any Vice President, or by a majority of Directors.
Section
7. Notices. With the exception of regular meetings as set
forth in Section 6(b) above of this Article, notice of any meeting of the Board
of Directors, in each case specifying the place, date and hour of the meeting,
shall be given to each Director by delivering notice, orally, by facsimile,
e-mail transmission, or in writing, not more than sixty (60) days prior to the
date of the meeting, but at least twenty-four (24) hours before the time set
for such meeting or, if notification is by United States mail, by mailing such
notice at least seventy-two (72) hours before the time set for such
meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the
Section
8. Waiver of Notice. The transactions of any meeting of the Board
of Directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting held after regular call and notice, if a quorum is
present and if, either before or after the meeting, a written waiver of notice
of the meeting, containing the same information as would have been required to
be included in a proper notice of the meeting, is signed by (a) each Director
not present at the meeting and (b) each Director present at the meeting who
objected thereat to the transaction of any business because the meeting was not
lawfully called or convened. All such
waivers shall be filed with and made a part of the minutes of the meeting.
Section
9. Action Without Meeting. Any action which may be taken at a meeting of
the Board of Directors may be taken without a meeting if two-thirds of the
Directors shall consent in writing to such action. Such action by written consent shall have the
same force and effect as the unanimous vote of the Directors.
Section
10. Quorum. A majority of the number of directors fixed
pursuant to the Articles of Incorporation or these Bylaws shall constitute a
quorum for the transaction of business.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act or decision of the Board of Directors,
unless the act of a greater proportion is required by the law, the Articles of
Incorporation or these Bylaws.
Section
11. Adjournment. Any meeting of the Board of Directors,
whether regular or special, and whether or not a quorum is present, may be
adjourned from time to time by the vote of a majority of the Directors
present. Notice of the time and place of
an adjourned meeting need not be given to absent Directors if said time and
place are fixed at the meeting adjourned.
At any such adjourned meeting at which a quorum is present, any business
may be transacted which might have been transacted at the meeting adjourned.
Section
12. Organization. The President of the Corporation, or in the
absence of the President, a chairman chosen by a majority of the Directors
present, shall act as chairman at every meeting of the Board of Directors. The Secretary of the Corporation, or in the
absence of the Secretary any person appointed by the chairman of the meeting,
shall act as Secretary of the meeting.
Section
13. Compensation. Upon resolution of the Board of Directors,
any one or more Directors may receive reimbursement of expenses in attending
any meeting of the Board of Directors or in otherwise fulfilling their duties
as Directors hereunder. Directors shall
not receive any additional compensation for their services as Directors. Nothing herein contained shall be construed
to preclude any Director from serving the Corporation in any other capacity, or
receiving reasonable compensation therefore.
Section
14. Committees.
(a) Standing or Temporary Advisory Committees Without
Board Authority. The Board of
Directors or the President may authorize, and appoint or remove members
(whether or not members of the Board of Directors), of standing and/or
temporary committees to consider appropriate matters, make reports to the
President and/or Board of Directors, and fulfill such other advisory functions
as may be designated. The designation of
such standing and/or temporary committees, and the members thereof, shall be
recorded in the minutes of the Board of Directors.
(b) Executive or Other Committees with
Limited Board Authority. The Board
of Directors may by appropriate resolution designate one or more committees,
each of which shall consist of three (3) or more Directors elected by the Board
of Directors, which to the extent provided in said resolutions or in these
Bylaws, shall have and may exercise, when the Board of Directors is not in
session, the powers of the Board of Directors in the management of the affairs
of the Corporation, except action with respect to election of officers and the
formation of and the filling of vacancies in committees with limited board
authority pursuant to this subsection.
The Board of Directors may elect one or more Directors as alternate
members of any such committee, who may take the place of any absent committee
member or members at any meeting of such committee. The designation of such committee or
committees and the delegation thereto of authority shall not operate to relieve
the Board of Directors or any individual Director of any responsibility imposed
upon the Board of Directors or any individual Director by law.
(c) Development Committee. The Corporation shall maintain a Development
Committee as a standing committee of the Corporation without board authority.
The Development Committee shall be comprised of a minimum of three committee
members appointed by the Board of Directors to serve rotating terms of three
years each. Development Committee
members shall not be required to be Directors of the Corporation. The purpose of the Development Committee
shall be to investigate and develop fundraising initiatives for consideration
by the Board of Directors.
(d) Investment Advisory Committee. The Investment Advisory Committee
established by the Association shall serve as the Investment Advisory Committee
to the Corporation until such time as the Board of Directors of the Corporation
determines by resolution and in its sole discretion that the creation of an
independent Investment Advisory Committee is appropriate. The Investment Advisory Committee shall
serve as a standing committee of the Corporation without board authority.
ARTICLE III
Officers
Section
1. Officers. The Corporation shall have a President, one
or more Vice Presidents, a Secretary, a Treasurer and such other officers or
assistant officers as the Directors may from time to time elect. Any two or more of said offices may be held
by the same person, except that the offices of President and Secretary and the
offices of President and Vice President may not be held by the same person.
Section
2. Election. The officers of the Corporation shall be
chosen annually by the Board of Directors at its annual meeting, and each
officer shall hold office until such officer's successor shall have been duly
elected and qualified, or until such officer's death, resignation or removal. Election or appointment as an officer shall
not of itself create contract rights.
Section
3. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or the Secretary of the
Corporation. Such resignation shall take
effect at the time specified therein or, if no time is specified, then upon
receipt of the resignation by the Secretary or the Board of Directors as the
case may be, and, unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective.
Section
4. Removal. Any officer may be removed from office by the
action of the Board of Directors, whenever in their judgment the best interests
of the Corporation will be served thereby, without prejudice to the contract
rights, if any, of the officer so removed.
Section
5. Vacancies. A vacancy occurring in any office, for any
reason, may be filled for the unexpired portion of the term of said office by
the Board of Directors.
Section
6. President. The President shall be the chief
administrative officer of the Corporation and shall have such duties,
responsibilities and powers as may be necessary to carry out the directions and
policies of the Board of Directors or prescribed in these Bylaws or otherwise
delegated by the Board of Directors and shall at all times be subject to the
policies, control and direction of the Board of Directors. The President may sign and execute, in the
name of the Corporation, any instrument or document consistent with the foregoing
general delegation of authority or any other instrument or document
specifically authorized by the Board of Directors, except when the signing and
execution thereof shall have been expressly delegated by the Board of Directors
or by these Bylaws to some other officer or agent of the Corporation; provided,
that neither the President nor any other officer may sign any deed or
instrument of conveyance or endorse any security or execute any checks, drafts,
or other orders for payment of money, notes, acceptances, or other evidence of
indebtedness without the specific authority of the Board of Directors pursuant
to Article IV below of these Bylaws dealing with such matters. The President shall, whenever it may in the
President's opinion be necessary, prescribe the duties of other officers and
employees of the Corporation, in a manner not inconsistent with the provisions
of these Bylaws and the directions of the Board of Directors.
Section
7. Vice President. In the absence or disability of the President,
the Vice President shall perform the duties of the President, and when so
acting shall have all the powers of, and be subject to all the restrictions on,
the President. If at any such time the
Corporation has more than one Vice President, the duties and powers of the
President shall pass to the Vice Presidents in order of their rank as fixed by
the Board of Directors, or if they are not so ranked, to the Vice President
designated by the Board of Directors.
The Vice Presidents shall have such other powers and perform such other
duties as may be prescribed for them from time to time by the Board of
Directors, or these Bylaws.
Section
8. Secretary. The Secretary shall:
(a) Certify and keep at the principal office
of the Corporation the original or a copy of its Articles of Incorporation and
Bylaws, as amended or otherwise altered to date.
(b) Keep at the principal office of the
Corporation or such other place as the Board of Directors may direct, a book of
minutes of all meetings of the Board of Directors and committees thereof, with
the time and place of holding, whether regular or special and, if special, how
authorized, the notice thereof given, and the names of those present at the
meetings.
(c) See that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law.
(d) Be custodian of the records and of the
seal of the Corporation, if any, and see that it is engraved, lithographed,
printed, stamped, impressed upon, or affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these Bylaws.
(e) See that the books, reports, statements
and all other documents and records required by law are properly kept and filed.
(f) In general, perform all duties incident
to the office of Secretary, and such other duties as from time to time may be
assigned by the Board of Directors.
Section
9. Treasurer. The Treasurer shall perform or have performed
under the Treasurer's direction the following functions:
(a) Have charge and custody of, and be
responsible for, all funds and securities of the Corporation, and deposit all
such funds in the name of the Corporation in such banks, trust companies or
other depositories as shall be selected by the Board of Directors.
(b) Keep and maintain adequate and correct
accounts of the Corporation's properties and business transactions, including
accounts of its assets, liabilities, receipts, disbursements, gains, losses,
capital and surplus.
(c) Render interim statements of the
condition of the finances of the Corporation to the Board of Directors upon
request, and render a full financial report at the annual meeting of the Board
of Directors.
(d) Receive, and give receipt for, moneys
due and payable to the Corporation from any source whatsoever.
(e) In general, perform all the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to the Treasurer by the Board of Directors.
Section
10. Compensation. Upon resolution of the Board of Directors,
any one or more Officer may receive reimbursement of expenses incurred in
fulfilling their duties as Officers
hereunder. Officers shall not
receive any additional compensation for their services as Officers. Nothing herein contained shall be construed
to preclude any Officer from serving the Corporation in any other capacity, or
receiving reasonable compensation therefore.
ARTICLE IV
Instruments; Bank Accounts; Checks
and Drafts; Loans; Securities
Section
1. Execution of Instruments. Except as in these Bylaws otherwise provided,
the Board of Directors may authorize any officer or officers, agent or agents,
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authorization may be general or
confined to specific instances. Except
as so authorized, or as in these Bylaws otherwise expressly provided, no
officer, agent, or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose in any amount.
Section
2. Bank Accounts. The Board of Directors from time to time may
authorize the opening and keeping of general and/or special bank accounts with
such banks, trust companies or other depositories as may be selected by the
Board or by any officer or officers, agent or agents of the Corporation to whom
such power may be delegated from time to time by the Board of Directors. The Board of Directors may make such rules
and regulations with respect to said bank accounts, not inconsistent with the
provisions of these Bylaws, as the Board may deem expedient.
Section
3. Checks and Drafts. All checks, drafts or other orders for the
payment of money, notes, acceptances, or other evidences of indebtedness issued
in the name of the Corporation, shall be signed by such officer or officers,
agent or agents, of the Corporation, and in such manner, as shall be determined
from time to time by resolution of the Board of Directors. Endorsements for deposit to the credit of the
Corporation in any of its duly authorized depositories may be made without
counter-signature, by the President or any Vice President, or the Treasurer or
any Assistant Treasurer, or by any other officer or agent of the Corporation to
whom the Board of Directors, by resolution, shall have delegated such power, or
by hand-stamped impression in the name of the Corporation.
Section
4. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by or under the authority of a resolution of the Board of
Directors. Such authority may be general
or confined to specific instances. No
loans may be made to any officer or Director of the Corporation, directly or
indirectly, except that reasonable advances of reimbursable expenses may be
made in the discretion of the President or, in the case of the President, as
determined by the Board of Directors.
Section
5.
ARTICLE V
Miscellaneous
Section
1. Fiscal Year. The fiscal year of the Corporation shall end
on such date as shall be established by the Board of Directors.
Section
2. Corporate Seal. The Corporation shall not have a corporate
seal.
ARTICLE VI
Indemnification
Section
1. Mandatory Indemnification. The Corporation shall, to the fullest extent
permitted or required by Sections 181.0871 to 181.0883, inclusive of the
Wisconsin Nonstock Corporation Law ("Statute"), including any
amendments thereto (but in the case of any such amendment, only to the extent
such amendment permits or requires the Corporation to provide broader
indemnification rights than prior to such amendment), indemnify its Directors
and Officers against any and all Liabilities, and advance any and all
reasonable Expenses, incurred thereby in any Proceeding to which any Director
or Officer is a party because such Director of Officer is or was a Director of
Officer of the Corporation. The
Corporation may indemnify its employees and authorized agents, acting within
the scope of their duties as such, to the same extent as Directors or Officers
hereunder. The rights to indemnification
granted hereunder shall not be deemed exclusive of any other rights to
indemnification against Liabilities or the advancement of Expenses which such
person may be entitled under any written agreement, board resolution, the
Statute or otherwise. All capitalized
terms used in this Article VI and not otherwise defined herein shall have the
meaning set forth in Section 181.0871 of the Statute.
Section
2. Permissive Supplementary Benefits. The Corporation may, but shall not be
required to, supplement the foregoing right to indemnification against
Liability and advancement of Expenses under Section 1 of the Article by (a) the
purchase of insurance on behalf of any one or more of such Directors or
Officers, whether or not the Corporation would be obligated to indemnify or
advance Expenses to such Director of Officer under Section 1, and (b) entering
into individual or group indemnification agreements with any one or more of
such Directors or Officers.
Section
3. Insurance. The Corporation may, upon resolution of its
Board of Directors duly adopted, purchase and maintain insurance on behalf of
any person who is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
Director, trustee, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity
or arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under this
provision of the Corporation's Bylaws.
ARTICLE VII
Amendment
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These Bylaws may be
amended by a vote of 75% of the Directors present at a duly held meeting of the
Directors.