BYLAWS OF THE

UNIVERSITY STUDENT DOMINICAN INSTITUTE,

a Committee of the Blessed Margaret Castello Chapter, Third Order of St. Dominic, Inc.,

as adopted by the Blessed Margaret of Castello Chapter Council at its regular monthly meeting on Saturday, ______________  _______, AD 2012.

Article I

Committee

§1 To the greater glory of Our Lord Jesus Christ, the Third Order of St. Dominic, Inc, a federal tax exempt nonprofit Idaho corporation, does hereby establish a Committee known as the UNIVERSITY STUDENT DOMINICAN INSTITUTE (hereinafter "Committee") in accordance with Art. II of the corporate bylaws of the Third Order of St. Dominic, Inc.

Article II

Principle

§1 The purpose of the Committee is the education and formation of university students, Catholics, and other interested parties in the Dominican spiritual tradition of the evangelical counsels in so far as applicable to the life of the laity, assiduous study, prayer, and contemplation, and sharing of contemplation, and encouragement of both personal and community apostolates; and as the case may arise, as to the formation of a subchapter or full chapter. At all times, the Committee shall be faithful to and obedient to the Magisterium of the Roman Catholic Church.

Article III

Governance

The Canon

§1  The Committee is authorized to exist and function as provided by resolution of the Chapter Council of the Blessed Margaret of Castello Chapter (hereinafter "Chapter") which is the board of directors of the Third Order of St. Dominic, Inc., a nonprofit Idaho corporation.

§2 The Committee shall be governed by a board of directors (hereinafter "Board" or "university Council") as provided herein; said university Council is subject to these bylaws herein, the articles of incorporation [http://dominicanidaho.org/docs/articles_1.html], the current Chapter bylaws [http://dominicanidaho.org/docs/bylaws.html] and resolutions of the Council, and is subject to The Rule [http://laydominicanswest.org/rule.html] and the Particular Directory [http://laydominicanswest.org/2009_particular_directory.pdf] of the Lay Fraternities of St. Dominic; and insofar as applicable, the laws of the State of Idaho and of the United States (collectively identified hereinafter as "the canon").

§3 The Committee and its Board ("university Council") are subject to the day-to-day administration and supervision of the prior or prioress and, as the case may be, of the Chapter, as provided by Article IV, §1 of the corporate bylaws; and the resolutions of the Council. The Committee is subject to the administration and guidance of the Chapter treasurer with regard to all financial matters, as provided by Art. IV, §1(d) of the corporate bylaws.

§4 The Committee shall publish its current and updated bylaws, budget, and other related administrative matters on the Chapter Council website, www.dominicanidaho.org; by submitting the same to the prior or prioress for publication as updated.

§5. The Committee is not authorized to act or to function ultra vires of the canon; or contrary to the administration or supervision of the prior or prioress or resolution of the Chapter Council.

Article IV

Administration

§1 University Council

§1a  University Council (Board). In addition to the Chapter prior or prioress and one member of the Chapter Council (as appointed by the prior or prioress) as voting exofficio members thereof, the members of the university Council shall have a minimum of three persons and no more than five persons at any given time. Regardless of office or position held, members of the university Council shall have one vote per person, except as provided under §1b below.

§1b Proxy. Except for the prior or prioress granting a proxy to the other exofficio member, no proxies are permitted.

§1c Limited granted authority; Conflict of law. The university Council shall have only have such rights and powers as expressly provided herein. Any conflicts between the canon and these bylaws shall be preempted by the canon. The university Council chairman shall immediately notify the prior or prioress of any such conflict which shall be resolved under Art. V of the Chapter bylaws.

§1d Annual Meeting. The university Council shall meet annually on the third Saturday of July of each calendar year at 10:00 o’clock a.m. PDT at the corporate offices in Boise, Idaho; provided however, with advance notice of an alternative date, time, and place, the annual meeting may be held accordingly but no later than August 31st of each calendar year. Notice of an alternative date shall be given in advance of said third Saturday and shall be given to members of the university Council by resolution or by any officer of the university Council.

§1e Meetings other than Annual Meeting. At a meeting where all members of the university Council are present, the Council may by resolution set monthly or periodic meetings setting the time, date and place of such meeting, without further notice; otherwise regular and special meetings shall be held as may be called by the chairman or any two members of the university Council and personal notice either in writing via U.S. Mail or via telephonic or electronic means, or in person, is given to every member of the university Council of the time, date, and place of the meeting.

§1f Quorum. Except for meetings called under a bona fide emergency nature requiring immediate and timely action and notice of the time, date, and place of such emergency meeting to each member of the university Council; no act, resolution, or business of the university Council is legally effective unless a three (3) day advance notice is given to each member thereof including the time, date, and place of the meeting; with a simple majority of the membership of the university Council in attendance at such meeting and a majority in attendance vote in favor thereof; and the result of said act, resolution or business having been posted in the minutes.

§1g Minutes. Minutes of the university Council meetings, including actions, resolutions, and discussions thereof shall be duly made, in proper order, giving the time, date, and place of the meeting, any motion or resolution, by who made and seconded, discussion thereon, and passage thereof. No act, resolution or other action of the university Council shall be official or effective unless the same is in the minutes thereof. At each and every meeting of the university Council, the Council members shall consider the minutes of prior meetings, both regular and special, make amendments or edits thereto, and upon motion to approve said minutes, shall either approve or disapprove the minutes accordingly.

(a) Minutes to Chapter Council. The chairman shall forthwith forward a copy of any and all minutes as considered by the university Council to the prior or prioress.

§2 Membership and Elections

§2a The initial non-exofficio members and officers of the university Council shall be appointed by resolution of the Chapter Council. The term of office of the initial membership of the university Council shall continue to no later than October 1 of the following calendar year, unless as may be extended by resolution of the Chapter Council.

§2b No later than October 1 after the term of the initial members of the university Council, at its annual meeting or other regular meeting, the university Council shall hold elections for members to the university Council. Election of officers of the university Council shall be held immediately thereafter at the same annual or regular meeting.

§2c Membership on the university Council. At the time of elections, the members of the university Council shall nominate openly and elect, by secret ballot, succeeding members of the university Council, who shall take office upon such election and only upon being duly qualified.

§2d Officers. After the election for membership on the university Council is completed and members thereof have been duly qualified, the members of the university Council from among themselves shall nominate openly and elect, by secret ballot, officers of the university Council that shall include a chairman and a secretary. Upon approval of the prior or prioress and the Chapter Council at its next regular monthly meeting, the university Council chairman may appoint, upon being "duly qualified," a treasurer of the university Council who shall be directly responsible to the Chapter treasurer. Said treasurer need not be a member of the university Council provided, however, that said person shall be "duly qualified" as provided herein.

§2e "Duly qualified." In addition to qualifications as may be provided herein or by resolution; no person elected as a member or an officer of the university Council shall be "duly qualified" and shall not assume or take office therefor, without first (1) taking the oath of fidelity or Affirmation of Faith, affixing his or her signature in writing, as provided in Appendix A of the corporate bylaws [http://dominicanidaho.org/docs/bylaws.html] and (2) lodging said writing into the official minutes of the university Council.

§2f The Chapter Council on its own motion may by resolution, ratify, accept or reject the election and/or appointment of individual members and officers of the university Council.

§2g Subject to the Chapter bylaws, at any regular or specially-called meeting the university Council has the right to set policy, goals, and purposes of the Committee and to direct the fundraising, budgeting, and expenditures of any university Council funds; provided however that any and all such fundraising, budgeting, and expenditures shall first be approved by resolution of the university Council in accord with the bylaws herein and noted in its minutes. All such fundraising, budgeting, and expenditures shall be in compliance with the laws, rules, and regulations of the state of Idaho and the United States of America.

    1. The university Council shall make note of any and all contributions and disbursements of its funds in its ledger and books, shall give proper receipt therefor in accordance with current IRS regulations, and shall submit to the supervision of such funds by the Chapter Council and/or the Council treasurer.
    2. On a periodic basis, as provided by the Chapter bylaws, the original ledger, books, minutes, and other documents relating to the resolutions, actions, fundraising, and expenditures, and any other related document to the prior or prioress, Chapter treasurer, or Chapter Council for its periodic audit.

Article VI

Duties of Officers

§1a Chairman of the Committee.  The chairman or chairwoman shall preside at all meetings of the board, and shall be responsible directly to the prior or prioress and to the Chapter Council for the management thereof.

    1. The chairman or chairwoman is also responsible for the proper and legal solicitation, collection, planning, and expenditures of the Committee;
    2. The chairman or chairwoman shall fully cooperate with the Chapter treasurer in producing and giving over all ledgers, account statements, minutes, and any other related matters relating to the periodic audit of the corporate books and papers;
    3. The chairman or chairwoman is responsible to administer the Committee funds in accordance with the resolutions and acts of the university Council in conformance with the Chapter bylaws; and,
    4. Without transferring any of the chairman’s or chairwoman’s rights, duties, and responsibilities; the chairman or chairwoman may delegate to another member of the university Council such rights and responsibilities that are proper and good for the Order; provided said delegation shall be noted in the university Council.

§1b Secretary of the Committee. The secretary shall keep a book of minutes of university Council meetings recording therein the date, time, and place of the meeting, how called, persons present and not present, proceedings thereon, motions and resolutions, seconds, discussion, and decisions thereon; shall give reasonable notice of duly-called meetings in accord with the bylaws via electronic or telephonic means, or regular U.S. Mail, or person notice; in advance to all members of the university Council; an din general perform all duties incidental to the office.

 Article VII

Agency

§1a No person acting individually or as a member of, or on behalf of, the Committee or university Council or otherwise may in any way bind, contract, employ, hold, or in any way act on behalf of the Committee, the Chapter, the Council, or The Third Order of St. Dominic, Inc., except by as authorized by these bylaws or by resolution of the Chapter Council.  The vision and purpose of the Committee as expressed in Article II hereinabove shall be implemented only by resolution or act of the university Council. 

Article VIII

Amendment

§1 Amendment of these Bylaws.  These bylaws may only be amended or modified by resolution and approval of the Chapter Council.   On motion by the university Council with a simple majority voting in favor of a resolution at a regularly scheduled meeting, the university Council may propose an amendment, modification, or change to these bylaws and cause said approved resolution to be forwarded to the prior or prioress for consideration at the next regularly scheduled Council meeting for consideration. Upon approval of the Chapter Council the proposed amendment or modification of these bylaws shall be effective.

WITNESSETH, effective, this _____________ day of ____________________, A.D. 2012, by the Council of the Blessed Margaret of Castello Chapter, with a quorum in attendance at a duly-noticed regular meeting, and upon motion a majority having voted in favor thereof.