1. Name and Location of the Corporation
2. Purpose of the Guild
3. Governance of the Guild
4. Membership of the Guild
5. General Convocations
6. Board of Directors
7. Officers of the Board
8. Board Meetings
9. The Chapter
10. The Superior General
11. The Dean
12. Contracts and Sales
13. Guild Records and Reports
THE GUILD OF ST. PETER AD VINCULA, Liberty
Township, Ohio, is a self-supporting, integral and independent religious
organization offering the sacraments of the Roman Catholic Church
according to the rites, practices, and theology of the aforesaid Church
before 1965, and is incorporated as a 501(c)(3) tax exempt non-profit
religious corporation under the laws of the State of Ohio, affording the
temporal rights and privileges and imposing upon it the duties and
obligations of an independent corporation.
Pursuant to the laws of the State of Ohio, the following Articles are adopted as the Bylaws of this Corporation.
The name of this corporation as stated in its Articles of Incorporation is the Guild of St. Peter ad Vincula, Inc., hereinafter referred to as “the Guild”.
The principal office of this corporation for the transaction of business is located in Liberty Township, Butler County, State of Ohio at 6397 Holloway Drive.
The Bylaws of the corporation shall govern this Guild, as supplemented by Federal and State law.
The Guild shall be a membership corporation. The members of this Guild are those priests, religious and oblates who have been recorded in the Register of the Guild. Membership shall be divided according to the member’s right to vote. Only Directors of the Board and Members of the Chapter shall have voting rights, as granted under these Bylaws.
5.1 General Convocations
A General Convocation is a meeting of all voting members of the Guild, viz. the Board and the Chapter, and may be called by the Board of Directors, hereinafter referred to as “the Board”, or by written petition signed by two-thirds (2/3) of the voting members of the Guild, for the purpose of discussing any matter that is of major concern to the Guild.
5.2 Notice of General Convocation
An email notice of a General Convocation shall be sent to all voting members of the Guild at least three (3) days before the meeting. The notice shall state the date, time, location and purpose of the meeting and set forth an agenda of business to be considered. Only business set forth on the agenda shall be considered at a General Convocation.
5.3 Forum of General Convocation
Meetings of members may be held at any convenient location, and may be conducted through electronic means such as telephone, Skype, or other virtual-meeting internet software.
A quorum at any General Convocation shall consist of two-thirds of the voting members of the Guild. No member may attend by proxy.
5.5 Adjournment of General Convocation and Notice Thereof
Any General Convocation, whether or not a quorum is present, may be adjourned to another date by a vote of a majority of members present; notice by email of the adjourned meeting shall be sent by the Secretary of the Board. In the absence of a quorum, no other business may be transacted at such meeting.
The stated purpose of any General Convocation is to provide a forum where matters of concern to the Guild may be discussed by all voting members. No voting shall therefore take place, except in the case of a vote for adjournment as described above, nor shall any other motions, resolutions or decisions be made. If necessary, the members of the Board may withdraw into executive session to take a vote which shall be binding on the Guild.
5.7 Procedure at General Convocations
All General Convocations shall be conducted in an orderly and fair manner guided by the latest edition of Sturgis Standard Code of Parliamentary Procedure, notwithstanding any provisions to the contrary. Approved minutes shall be recorded and distributed to all voting members by the Secretary of the Guild.
The Board of Directors shall govern and direct the Guild in accordance with these Bylaws, including the financial administration of the Guild’s property and assets. The Board shall not infringe upon any of the exclusively ecclesiastical rights, privileges or prerogatives of the Chapter or Superior General. In the event of dispute over the exclusivity of ecclesiastical rights, privileges, or prerogatives, the question shall be settled by a majority vote of the entire Board.
All members of the Board shall be men or women of sound mind who have reached the age of twenty-one (21) years, and have not been convicted of a felony within the ten years prior to their nomination. No one shall be appointed to serve as a Director un¬less he agree to observe and abide by the pro¬visions and restrictions set forth in the Bylaws.
The Board shall comprise five (5) Directors including the Dean of the Guild Chapter, who shall be qualified to vote at meetings thereof.
6.4.1 Nominating Committee
At some time during the Octave of All Saints (November 1-8), a Nominating Committee shall be formed. The Nominating Committee shall consist of the elected Directors of the Board whose terms are expiring, and the members of the Chapter. The Nominating Committee shall select and place in nomination at the Annual Election the names of those persons whom the Nominating Committee considers qualified to serve on the Board. The Nominating Committee shall notify the Secretary of the Board of its nominations before the Board’s Dedication Meeting, and the Secretary shall include the nominations in the notice of the Annual Election.
6.4.2 Nomination by Petition
Any member of the Guild may circulate a petition for nomination to the Board. A person designated on such a petition signed by hand in ink by at least twenty-five (25) members of the Guild shall be deemed nominated for election to the Board. Such petition shall be submitted to the Secretary at least one day before the Dedication Meeting. The Secretary shall include such nominee in a written notice to the Chapter members given no later than three days before the day on which the election will take place. No member may sign more than one such petition.
6.4.3 Nomination from Floor
Qualified persons may be nominated from the floor at the Annual Election by a member of Chapter and, upon such nomination being seconded, the nominee shall become a candidate for election, provided that the Secretary has received written assurance of the nominee’s acceptance of candidacy.
6.4.4 Annual Election of the Board
At the Annual Election, the Chapter shall elect to the Board four (4) persons, not necessarily members of the Guild.
6.4.5 Date and Time of the Annual Election
The Annual Election shall be held in the month of November during the week following the Dedication Meeting of the Board. The date, time and forum of the Annual Election shall be fixed by the Dean in consultation with the Board at the Dedication Meeting.
6.4.6 Voting at the Annual Election
At the Annual Election, every member of Chapter present (Elector) shall be entitled to one vote for each candidate, and there shall be no voting by proxy or absentee ballot, nor may the Elector cumulate votes. Action taken by vote of a majority of the Electors present at the Annual Election shall, by exception, constitute the action of the Guild. The four (4) nominees receiving the highest number of votes cast shall be elected. The results of the election shall be announced on the Sunday following the Annual Election at each regularly scheduled service of all Guild missions and priories. Following the Annual Election, the Dean shall set the date, time and forum for the Chair of Unity organizational meeting of the Board.
6.5 Term of Office
Each Director of the Board shall be elected by the Chapter of the Guild to serve a term of one (1) year commencing on the date and time of the Chair of Unity Meeting, and ending at the date and time of the Chair of Unity Meeting held the following year. Members of the Board shall be considered ex-officio members of the Guild for the duration of their term of office.
6.6 Declaration of Vacancy
The Board may declare as vacant the position of a member of the Board of Directors, other than the Dean, in any of the following cases:
(a) If the Director shall die;
(b) If the Director shall resign or be removed;
(c) If the Director shall be declared of unsound mind by order of court;
(d) If the Director shall be convicted of a felony;
(e) If a guardian or conservator is appointed for the person or estate of the Director;
(f) If within thirty (30) days after being elected the Director does not accept the office by advising the Board in writing.
6.7 Removal and Resignation
Any Director, except the Dean, may be removed from office by an affirmative vote of four (4) Directors of the Board at the time in office. Any Director, including the Dean, may resign without the consent of the Board. Upon the Board’s acceptance of the resignation at a regular or special meeting, the resignation shall take effect on the date written notification is received or at a later date specified therein.
6.8 Filling Vacancies
A majority of the remaining Directors of the Board shall appoint a qualified person to fill a vacant position for the balance of the vacant term.
6.9 Initial Appointment of New Directors
In the event that the Board amends these Bylaws to increase the number of the Directors, the current directors shall appoint at a special or regular meeting new directors to serve until the Annual Election of Directors.
6.10 Corporate Deliberation
All decisions of the Board shall be made in a duly-called regular or special meeting at which a quorum has been established. No director shall represent himself or herself as speaking or acting implicitly or explicitly on behalf of the Board, and under no circumstances shall a director represent his or her private judgment as a decision of the deliberative assembly. The Board may by way of written resolution authorize an individual director to make limited statements or to perform limited ministerial tasks, but in no wise shall such statements or exercise of discretion bind the Board to action.
The President of the Corporation shall be the President of the Board, and shall be elected by the Board. The President shall have direction and control of its business, officers and employees, subject to such control as the Board may have under Ohio law. The President shall control the use of such Guild buildings and grounds as are the property of the Guild; shall preside and have the right to vote at meetings of the Board; and shall be an ex-officio member of all standing or ad hoc committees of the Guild.
The Treasurer shall be elected by the Board and shall be a member thereof. The Treasurer shall be the Chief Financial Officer of the Corporation; shall keep and maintain adequate and correct accounts of the properties and business transactions of the Guild, including pledges and other assets, liabilities, receipts, and disbursements; shall deposit all monies and other valuables in the name and to the credit of the Guild with such depository as the Board shall designate; shall disburse the funds of the Corporation as may be ordered by the Board; and shall render to the Board whenever requested an account of all transactions as Chief Financial Officer and of the financial condition of the Guild. The foregoing provisions shall apply only to Guild assets, and terms of restricted gifts may be followed. The Treasurer may assist the President in the day-to-day fulfillment of all duties.
The Secretary shall be the Clerk-Secretary of the Board and of the Corporation, shall maintain the Register, and shall keep and publish minutes of all meetings on the Guild website, and shall maintain the correspondence of the Guild. The Secretary may be assisted in the day-to-day fulfillment of all duties by a member of the Guild, who shall be approved by the Board to act as Clerk-Secretary.
7.4 Election of Officers
The Officers of the Board shall be elected at the Chair of Unity Meeting each January by a majority vote of the Directors.
7.5 Term of Office
Each Officer of the Board shall be elected by the Board to serve a term of one year commencing on the date and time of his election at the Chair of Unity Meeting, and ending at the date and time of the election at the Chair of Unity Meeting held the following year.
The Board may establish standing and ad hoc Committees to serve at its pleasure. The Board may delegate to committees such of its powers and duties as it deems appropriate, but shall remain responsible for the temporal affairs of the Guild. The Board may appoint persons to serve on its committees.
Should any office become vacant, it shall be filled by the Board at a regular or special meeting of the Board within fourteen (14) days of the declaration of vacancy.
8.1 Regular Meetings
There shall be three (3) Regular Meetings of the Board of Directors each calendar year.
8.1.1 Chair of Unity Meeting
Before the Annual Election is adjourned, the Dean shall set the date, time and forum for the Chair of Unity organizational meeting of the Board. This first of the three Regular Meetings of the Board shall take place between January 18 and 25 inclusive. Its purpose is to organize the Board by electing by majority vote and installing a Dean, who shall in turn install any new Directors; and by electing the Officers of the Board of Directors for the following twelve (12) months; to review and approve the Dean’s selection of Chapter members; to review the finances for the previous fiscal year; and to adopt the budget for the current fiscal year.
8.1.2 Peter and Paul Meeting
At some time before June 14 the Dean shall set the date, time and forum for the second Regular Meeting of the Board, which shall take place between June 29 and July 6 inclusive and shall be referred to as the Peter and Paul Meeting. Its purpose is to review and ratify the Bylaws.
8.1.3 Dedication Meeting
At some time before October 25, the Dean shall set the date, time and forum for the third Regular Meeting of the Board, which shall take place between November 9 and 18 inclusive and shall be referred to as the Dedication Meeting. Its purpose is to elect by majority vote and install the Superior General for the ensuing year; to set the date, forum, and time of the Annual Election; to review and confirm the nominations received from the Nominating Committee; and to approve the ballot which shall be presented at the Annual Election.
8.2 Special Meetings
A special meeting of the Board of Directors may be called at any time by the written demand of not less than three Directors of the Board, or by written demand of the Dean.
8.3 Notice of Meeting
The dates and times of the three Regular Meetings shall be set by the Dean as per Article 8.1 above, that is, not less than fifteen (15) days, reckoned inclusively, in advance thereof. Notice of Regular Meetings shall be sent out by email to all directors with at least fifteen (15) days’ notice and shall set forth an agenda of business to be considered. Notice of Special Meetings shall be sent out by email to all directors with at least three (3) days’ notice, and shall state the purpose of the Meeting and set forth an agenda of business to be considered. Only business set forth on the agenda may be considered at a Special Meeting.
8.4 Meeting Forum
Any meeting of the Board of Directors may be held at any convenient location, and may be conducted through electronic means such as telephone, Skype, or other virtual-meeting internet software.
A quorum at any meeting of the members shall consist of three (3) Directors present.
8.6 Adjourned Meetings and Notice Thereof
Any Board Meeting, regular or special, whether or not a quorum is present, may be adjourned to another date by a vote of a majority of Directors present. In the absence of a quorum, no other business may be transacted at such meeting.
Every member present shall be entitled to one vote, and there shall be no voting by proxy or absentee ballot. Voting may be by voice or ballot, and action taken by vote of a majority of the Directors present shall constitute the action of the Board.
8.8 Procedure at Meetings
All meetings shall be conducted in an orderly and fair manner guided by the latest edition of Sturgis Standard Code of Parliamentary Procedure, notwithstanding any provisions to the contrary. All transactions and resolutions adopted shall be recorded in the Minutes and distributed by the Secretary to the other Directors.
The Chapter shall be chosen by the Dean after consultation with the Board to manage the ecclesiastical affairs of the Guild and prepare recommendations to the Superior General on matters related exclusively to the religious administration of the Guild.
The Chapter shall consist of, in addition to the Dean, a minimum of one (1) priest, one (1) religious, one (1) oblate, and one (1) member of the Board of Directors other than the Dean, for a minimum total of five (5) members. The Dean may seek permission from the Board to increase the number of priests, religious and oblates on the Chapter, but a majority of clergy shall always be maintained, thus preserving the ecclesiastical nature of the Chapter. In the absence of any suitable religious members, the Dean shall appoint a priest to occupy that position on the Chapter. If there are insufficient suitable clerical members of the Guild to form a majority of a five-member Chapter, the Dean shall appoint lay members of the Guild to serve as acting members of the Chapter until such time as clergy are available to take over those positions.
9.3 Annual Election
Members of the Chapter shall be the Electors of the Board at the Chapter Meeting known as the Annual Election.
9.4 Voting Rights
Members of the Chapter shall have the right to vote at Chapter Meetings on all matters exclusively ecclesiastical. In such matters, the decisions of the Chapter (with the exception of the Annual Election) shall not be binding on the Guild, but shall be presented as recommendations to the Superior General for his consideration and approval.
9.5 Ratification of Chapter Recommendations
In the event that the Superior General does not give approval to any recommendation presented to him by Chapter, he shall be invited to a further meeting of the Chapter to provide his reasons for refusing his approval. If at that meeting no agreement is reached between the Superior General and Chapter, the matter shall be referred to the Board for adjudication.
9.6 Administration of the Chapter
The Dean’s administration of the Chapter and its meetings shall be covered by the Rule of the Guild.
The Board shall annually elect from among the priests of the Guild a Superior General to ratify the recommendations of Chapter in matters of an exclusively ecclesiastical nature. He may attend any of the three Regular Meetings and any Special Meeting of the Board if so invited by the Board.
The Superior General shall be a validly ordained Catholic bishop. If no one of episcopal rank is available or suitable, the Board may elect a priest to the position of Superior General.
The Superior General shall be elected by the Board at its annual Dedication Meeting.
10.4 Term of Office
The term of office of the Superior General shall be one (1) liturgical year, commencing at midnight before Advent Sunday and ending at the same time the following year.
10.5 Removal and Resignation
The Superior General may be removed at a regular or special meeting of the Board after the Board has passed by a supermajority of four (4) Directors a resolution of removal. The Superior General may resign without the consent of the Board. Upon the Board’s acceptance of the resignation at a regular or special meeting, the resignation shall take effect on the date written notification is received or at a later date specified therein.
In the event that the office of the Superior General shall become vacant by death, written resignation, or removal, the Board, after the declaration of the vacancy in a regular or special meeting, shall establish procedures for the election of the successor Superior General. The office of Superior General shall be filled by a majority vote of the Board. In the interval between the declaration of vacancy in the post of Superior General and the election of the successor Superior General, the Board may appoint an Interim Superior General.
The Board shall annually elect from among the priests of the Guild a Dean to administer all matters concerning the Chapter, to serve as Chaplain of the Board, of which he shall be an ex-officio voting member, and to assist and advise the Superior General. The positions of Dean and Superior General shall not be filled by the same person concurrently.
The Dean shall be a validly ordained Catholic priest.
The Dean shall be elected by the Board at its annual Chair of Unity Meeting.
11.4 Term of Office
The term of office of the Dean shall be one (1) year, commencing at the time of his election at the Chair of Unity Meeting and ending at the same time in the following year.
11.5 Removal and Resignation
The Dean may be removed at a regular or special meeting of the Board after the Board has passed by a supermajority of four (4) Directors a resolution of removal. The Dean may resign without the consent of the Board. Upon the Board’s acceptance of the resignation at a regular or special meeting, the resignation shall take effect on the date written notification is received or at a later date specified therein.
In the event that the office of the Dean shall become vacant by death, written resignation, or removal, the Board, after the declaration of the vacancy in a regular or special meeting, shall establish procedures for the election of the successor Dean. The office of Dean shall be filled by a majority vote of the Board. In the interval between the declaration of vacancy in the post of Dean and the election of the successor Dean, the Board may appoint an Interim Dean.
12.1 Execution of Contracts
Subject to the restrictions set forth in Articles 12.2 and 12.3 below, the President and the Treasurer jointly shall have authority to execute contracts and incur indebtedness for the Guild.
12.2 Sales and Indebtedness
Purchases and procurement shall conform to the rules therefor established by the Board. No Guild funds shall be expended, nor shall any indebtedness be incurred on open accounts, for goods or services not budgeted and approved by the Board, and no Guild property having a value exceeding $1,000.00 shall be sold or encumbered unless a resolution to make the purchase or sale or to incur the indebtedness shall be adopted by a vote of majority of the entire Board. Such resolution shall:
(a) state the specific terms and amount of, and purpose for incurring, any indebtedness, or the specific terms of any sale or encumbrance; and,
(b) be fully set forth in the minutes together with the names of the Directors who vote in favor thereof.
12.3 Real Property
No real property of the Guild shall be encumbered or alienated in whole or in part without the consent of the members of the Guild established by a majority vote of the Guild.
The Guild shall maintain adequate and correct records of its accounts, books, business, properties and membership; the President and Treasurer shall make proper provision for their safekeeping. Guild records shall be open to inspection by the Board and members of the Guild at all reasonable times.
13.2 Certification and Inspection of Bylaws
The originals or certified copies of the Articles of Incorporation of the Guild, these Bylaws and any amendments thereto shall be kept by the President or Treasurer and shall be open to inspection by the Board and members of the Guild at all reasonable times.
14.1 Material Amendments
These Bylaws may be amended at any regular or special meeting of the Board by an affirmative vote of a majority of the Directors present if a quorum is present, provided that the text of any proposed amendments to be presented at a meeting shall have been set forth in or accompanied by the notice of the meeting or otherwise transmitted to each of the Directors.
14.2 Non-Material Amendments
The Board may make corrections and changes as necessary for the continuity, consistency, and accuracy of these Bylaws, provided such alterations do not materially affect the meaning of the Bylaws.
Guild of St. Peter ad Vincula
Copyright 2018. Guild of St. Peter ad Vincula, Inc. All Rights Reserved.