Neale-Charities-Inc

Bylaws of

Archbishop Neale Council No. 2279 Charities, Inc.

Section 1. Purpose.

The organization is formed exclusively to carry on charitable, religious and educational activities. No part of its activities shall result in inurnment of benefit to its members, officer or directors.

Section 2. Governance.

The corporation shall be managed by a Board of Directors, who shall be elected by the members of Archbishop Neale Council No. 2279, of the Knights of Columbus. This Board shall initially consist of seven (7) members, one of whom shall be the Grand Knight of the Council. The terms of office shall be two years for the members other than the Grand Knight, who serves during his term of office. Three of the members shall be elected to serve an initial one year term, so that each year three directors will be elected unless a vacancy otherwise exists to be filled. No Director can serve more than two consecutive two-year terms. Such Director can’t fill an unexpired term. The elections will normally occur in May of each year, with the term in office to commence on July 1. Special elections called for the purpose of electing a replacement director shall cause the newly elected director to take office immediately upon the conclusion of the election, to complete the term of the director he is replacing. All directors must be members in good standing of the Archbishop Neale Council No. 2279.

Section 3. Elections.

Notice of the elections of the Board must be sent to all members in good standing of the Archbishop Neale Council No. 2279 of the Knights of Columbus, because membership in the Council makes them a member of this Corporation. The Council newsletter for the month prior to the election should carry the notice of elections, and at least 10 days must pass before the election can be held after the delivery of the newsletter to the US Postal Service. A quorum of at least 10 members is required to hold a valid election.

A vacancy on the Board that occurs with less than six months remaining in the term, does not need to be filled before the next regular election, but that decision is left to the Grand Knight.

Section 4. Officers

The Board of Directors shall appoint officers – President, Vice President, Secretary and Treasurer to operate the activities on a day-to-day basis. It is recommended that the President, and Vice President be members of the Board of Directors. The Secretary and Treasurer must be members of the Council. The Grand Knight may not serve as an officer.

Section 5. Duties

The Board shall meet at least quarterly, and review the report of the officers concerning programs and activities being carried on, and financial reports. The officers shall meet on a regular basis, and shall prepare quarterly reports for the Board of Directors.

All monies shall be maintained in the name of this corporation, and shall require the signature of two authorized persons. The Board shall designate the persons authorized on each account maintained. An annual audit shall be conducted or overseen by the Councils elected Trustees. The audit shall be conducted by persons not authorized to sign or in control of the assets, and may be done by an independent auditor, who is not a member of the corporation. The term auditor does not require the person to be an accountant by training or profession.

Section 6. Miscellaneous

The fiscal year of the corporation shall be the same as the Archbishop Neale Council No. 2279 of the Knights of Columbus. An annual meeting of the membership must be held, with notice given by the Council newsletter. The Council Trustees should see that a financial report is given at this meeting.

These Bylaws may be amended after notice of such action has been given in writing to all eligible members at least seven days before the date of such meeting called for that purpose has been issued. For this purpose, the seven-day period starts with the date the notice is delivered to the United States Postal Service.

Section 7. Meetings

SECTION 1. Board of Directors. The Board of Directors shall meet quarterly.

SECTION 2. General Powers. The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation.

SECTION 3. Regular Meeting. Regular meetings of the Board of Directors of the Corporation shall be held at such time as determined by a resolution of the Board of Directors

meeting.

SECTION 4. Special Meetings. Special meetings of the Board of Directors members may be called at any time for any purpose or purposes by the Chairman of the Board, who shall be the director serving as President of the corporation. Meetings shall be called upon the request in writing of a majority of the Board of Directors. Such request shall state the purpose or purposes of the meeting. Business transacted at all special meetings shall be confined to the purpose or purposes stated in the notice of the meeting. Written notice of each special meeting of the Board shall be mailed, postage prepaid by the Secretary, to each Board Member to his post office address, as it appears upon the books of the Corporation, at least ten (10) days before the meeting. Each such notice shall state the place, day, and hour at which the meeting is to be held and, in the case of any special meeting, shall state briefly the purpose or purposes thereof.

SECTION 5. Quorum. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors

Section 8 Officers

SECTION 1. Election, Tenure and Compensation. The Board of Directors shall elect the officers. The officers of the Corporation shall be a President, a Vice-President, a Secretary, and a Treasurer, and also such other officers as the Board from time to time may consider necessary for the proper conduct of the business of the Corporation. The officers shall be elected annually by the Board. Any two or more of the above officers, except those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws to be executed, acknowledged or verified by any two or more officers. No director or officer of the corporation is authorized to be compensated. The payment of compensation shall require an amendment of these bylaws by the entire membership of the corporation. The officers elected shall take office on July 1.

Except where otherwise expressly provided in a contract duly authorized by the Board, all officers and agents of the Corporation shall be subject to removal at any time by the affirmative vote of a majority of the Board, and all officers, agents, and employees, other than officers appointed by the Board, shall hold office at the discretion of the members of the Board appointing them.

SECTION 2. Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and shall have general charge and control of all its business affairs and properties. He shall preside at all meetings of the Board.

The President may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation. He shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall be ex-officio a member of all the standing committees. He shall do and perform such other duties as may, from time to time, be assigned to him by the Board.

SECTION 3. Powers and Duties of the Vice President. The Board shall appoint a Vice President and may appoint more than one Vice President. Any Vice President (unless otherwise provided by resolution of the Board) may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation. Each Vice President shall have such other powers and shall perform such other duties as may be assigned to him by the Board or by the President. In case of the absence or disability of the President, the duties of that office shall be performed by the Vice President.

SECTION 4. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of the Board and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the Board upon whose written request the meeting is called as provided in these By-Laws. The Secretary shall record all the proceedings of the meetings of the Board in books provided for that purpose, and he shall perform such other duties as may be assigned to him by the Board or the President. He shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board or the President, and attest the same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board and the President.

SECTION 5. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation, and he shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary or depositaries as may be designated by the board.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements. He shall render to the President and the Members, whenever either of them so requests, an account of all his transactions as Treasurer and of the financial condition of the Corporation. The Council Financial Secretary may not be a signatory on any account of the corporation.

The Treasurer shall give the Corporation a bond, if required by the Board, in a sum, and with one or more sureties, satisfactory to the members, for the faithful performance of the duties of his office and for the restoration to the Corporation in case of his death, resignation, retirement or removal from office of all books, papers, vouchers, moneys, and other properties of whatever kind in his possession or under his control belonging to the Board. The cost of bonding is an expense of the corporation, not the Treasurer.

The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board and the President.

SECTION 6. Assistant Secretary. The members may appoint an Assistant Secretary or more than one Assistant Secretary. Each Assistant Secretary shall (except as otherwise provided by resolution of the members) have power to perform all duties of the Secretary in the absence or disability of the Secretary and shall have such other powers and shall perform such other duties as may be assigned to him by the Board or the President. In case of the absence or disability of the Secretary, the duties of the office shall be performed by any Assistant Secretary in place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary.

SECTION 7. Assistant Treasurer. The Board may appoint an Assistant Treasurer or more than one Assistant Treasurer. Each Assistant Treasurer shall (except as otherwise provided by resolution of the Board) have power to perform all duties of the Treasurer in the absence or disability of the Treasurer and shall have such other powers and shall perform such other duties as may be assigned to him by the Board or the President. In case of absence or disability of the Treasurer, the duties of the office shall be performed by any Assistant Treasurer, and the taking of any action by any such Assistant Treasurer in place of the Treasurer shall be conclusive evidence of the absence or disability of the Treasurer.

Section 9 Corporate Seal

SECTION 1. Bank Accounts. Such officers or agents of the Corporation as from time to time shall be designated by the Board shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board and such officers or agents as from time to time shall be authorized by the members may withdraw any or all of the funds of the Corporation so deposited an any such bank or trust company, upon checks, drafts on behalf of this Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated or other instruments or orders for the payment of money, drawn against the account or in the name or by the Board until written notice of the revocation of the authority of such officers or agents by the Board shall have been received by such bank or trust company. There shall from time to time be certified to the banks or trust companies, in which funds of the Corporation are deposited, the signature of the officers or agents of the Corporation so authorized to draw against the same. In the event that the Board shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in the is Section, all of such money shall be signed by the President or a Vice President and countersigned by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer of the Corporation.

SECTION 2. Loans. Such officers or agents of this Corporation as from time to time shall be designated by the Board shall have authority to effect loans, advances or other forms of credit at any time or times for the Corporation from such banks, trust companies, institutions, corporations, firms or persons as the Board, shall from time to time designate, and as security for the repayment of such loans, advance, or other forms of credit to assign, transfer, endorse and deliver, either originally or in addition or substitution, any or all stocks, bonds, rights and interests of any kind in or to stocks or bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, bills and accounts receivable and other commercial paper and evidences of debt at any time held by the Corporation; and for such loans, advances or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Corporation on such terms, and with such provisions as to the security or sale or disposition thereof as such officers or agents shall deem proper; and also to sell to, or discount or rediscount with, such banks, trust companies, institutions, corporations, firms or persons any and all commercial paper, bills receivable, acceptances and other instruments and evidences of debt at any time held by the Corporation, and to that end to endorse, transfer and deliver the same. There shall from time to time be certified to each bank, trust company, institution, corporation, firm or person so designated the signatures of the officers or agents so authorized; and each such bank, trust company, institution, corporation, firm or person is authorized to rely upon such certification until written notice of the revocation by the Board of the authority of such officers or agents shall be delivered to such bank, trust company, institution, corporation, firm or person.

Section 10 Notices

Whenever, under the provision of these By-Laws, notice is required to be given to any officer or Board member such notice shall be given in writing, by mail, by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to each Board member or office at such address as appears on the books of the Corporation.

Section 11 Miscellaneous Provisions

SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on June 30 of each year.

SECTION 2. Conflict of Interest. Any director, officer or key employee who has an interest in a contract or other transaction presented by the Board or committee thereof for authorization, approval or ratification shall make a prompt and full disclosure of his/her interest to the Board or Committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts known to such person about the contract or transaction which might reasonably be construed to be adverse to the corporation/s interest. The body to which such disclosure is made shall thereupon determine by a vote of seventy-five percent (75%) of the votes entitled to vote, whether the disclosure shows that a conflict of interest exists or can be reasonably construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contract or transaction. Such person may be counted in determining whether a quorum is present but may not be counted when the Board of Directors or committee of the Board takes action. The minutes of the meeting shall reflect the disclosure made, the vote thereon, the abstention from voting and participation and whether a quorum was present.

SECTION 3. Funds Transfers. All checks, except for a petty cash fund, which will be maintained at $150.00, shall require two signatures to authorize the payment. The Board shall determine those persons authorized to sign checks.

SECTION 4. Order of Business. The corporation shall develop an order of business to be followed in the conduct of all regular meetings. Such Order of Business shall be approved by the Board of Directors and be an addendum to these Bylaws.

Section 12 Amendment of By-Laws

The members shall have the power and authority to amend, alter or repeal these By-Laws or any provision thereof, and may from time to time make additional by-laws.

The process for amending these Bylaws is as follows-

1. A proposal to amend these Bylaws shall be proposed at any regular or special meeting of the Board of Directors, or at any regular meeting of the membership of the corporation, or at a special meeting called for discussion of and voting on proposed amendments to these bylaws.

2. Upon the proposal of an amendment, and a second to the proposal to amend, the Board of Directors shall hold a discussion of the proposed amendment, upon the conclusion of the discussion, a vote shall be taken of the Board of Directors and the proposed and possibly amended bylaw shall then be published to the entire membership of the corporation in the newsletter of the Council or by a special mailing to those considered to be members, announcing the language of the proposal, date and time of the meeting at which the proposed amendment shall be discussed and voted upon. The Board of Directors may table any amendment for no more than 30 days in order to seek information or documentation related to the motion to amend. After 30 days the proposed amendment must be published to announce the vote.

3. All efforts will be taken to schedule votes to occur at the next regular meeting of the Archbishop Neale Council of the Knights of Columbus, which occurs after the prescribed publication of the notice of the meeting and the subject amendments.

4. The meeting or special meeting called to discuss a proposed amendment of these bylaws or articles of incorporation, may consider clarifying provisions or language changes to the proposed amendments without further notice being given of the language changes made at the meeting. Totally unrelated amendments not previously published require a new notice to be given. The decision of whether a matter is related or new subject matter shall be made by the Advocate or Archbishop Neale Council, or in his absence by the Grand Knight of the Archbishop Neale Council. The decision of the Advocate or Grand Knight is not appeal able, and would therefore cause the new proposed amendments to be subject to publication and meeting/special meeting procedure spelled out above. The officers of the corporation shall conduct the meeting of the corporation called to discuss the amendments.

We, the undersigned members do hereby adopt and incorporate the above By-laws for Archbishop Neale Council No. 2279 Charities, Inc.

This 23rd day of June 2004.

Robert J. Cook, Secretary(SEAL)

READ AND APPROVED:

WITNESS: Gerry BroscoGreg Cross, Grand Knight

WITNESS: Greg Cross Gerry Brosco, Director

Instituted 23 June 2004

Knights of Columbus

Archbishop Neale Council, No. 2279 Charities, Inc.

This organization is formed to act in conjunction with a Knights of Columbus Council No. 2279, which is exempt under Internal Revenue Code section 501(c)(8), under a Group Ruling, No. 0188. All members of the related Council are members of this corporation and serve voluntarily as its officers, directors or agents.

The sole purpose of this corporation is to raise monies to support the work of and activities of section 501(c)(3) corporations, including assisting these entities in the accomplishment of their charitable tasks.

The organization will annually be engaged in raising funds to assist in delivery of services to the mentally handicapped citizens cared for by one or more qualified organizations. The fundraising consists of volunteers giving away small candies, Tootsie Rolls, in hopes of receiving a donation for the candy. The candy costs $.02 cents a piece, and this cost is deducted before all of the proceeds are given away. Virtually all monies collected are given away annually.

By forming a charity corporation to accomplish this activity, additional funds are expected to be received from stores and businesses who allow the solicitation at their facilities.

Click the above button to verify IRS Tax Exempt Status. At the Guide Star site type in Archbishop Neale Charities Inc