BYLAWS OF
THE THIRD ORDER OF ST. DOMINIC, INC.
Effective this ______ day of __December_____, A.D. 2005.
Article I
The Third Order of St. Dominic, Inc. is an Idaho nonprofit corporation (hereinafter Corporation) organized to enter into any lawful activity, more specifically for the provision of establishing a school, for education and for spiritual growth, and for the promotion of the Order of Preachers, rooted in, based upon, and faithful to, the Magisterium of the Holy Roman Catholic Church.
Article II
Section I. General Powers. The Corporation shall be perpetual in duration and shall have the general powers as provided under Idaho Code Section 30-3-24 or it subsequent equivalent, unless otherwise provided or limited by the Articles of Incorporation. The board of directors of the Corporation shall be known as the council, and the members of the board of directors shall be known as councilors. The council may establish emergency bylaws and exercise emergency powers pursuant to, and in conformance with Idaho Code Section 30-3-22 and 30-3-25 or their subsequent equivalents.
Section II. Authority. The Corporation shall be subject to the laws of the State of Idaho, the Order of Preachers, of the Holy Roman Catholic Church, more specifically to the Province of the Holy Name of Jesus, the Western Dominican Province of the U.S.A., and its statutes and bylaws.
Article III
Council.
The Council shall consist of a minimum of three members, and all corporate powers shall be exercised by and under the authority of, and the affairs of the Corporation managed under the direction of the Council, in coordination with the specific duties of the day-to-day control and management provided by the prior (or prioress). No contract, debt, duty, or obligation shall be binding upon the Corporation, unless done under the authority and direction of the Council.
The Council shall have the following duties and responsibilities at any duly-noticed regular or special meeting upon reasonable notice to all councilors of the time, date, and place of said meeting, and upon a simple majority of the members thereof in attendance at such meeting:
(a) each councilor shall register his or her respective mailing address and electronic address (if any) with the secretary, either address sufficient to give notice of any meeting of the Corporation;
(b) establish committees or other entities of the Corporation, approve the bylaws thereof containing minimal requirements of a board of directors and procedures, keeping minutes of meetings thereof, and appoint a member of the Council to be a member thereof, and;
(c) enter contracts, leases, rents, debts, or other obligations with other entities or persons; hold or dispose the right, title, and interest in property, real or personal, as may be given, devised, and bequeathed to the Corporation or entrusted to its care and keeping, and may purchase, acquire and dispose of such property as may be necessary to carry out the purposes of the Corporation;
(d) appoint, remove, employ, and discharge, and prescribe the duties and fix the compensation, if any, of the agents and employees of the Corporation, in accordance with a resolution of the Council;
(e) review, affirm, advise, amend or veto any official action of any entity of the Corporation, except as to regard to agreements, contracts, or other memoranda that may bind the Corporation;
(f) at its annual meeting, set goals, priorities, objectives, and policies of the Corporation; and, as the need may arise and by resolution of the Council, establish an Official Budget of the Corporation;
(g) it shall have regular meetings on the first Saturday of each month, unless otherwise provided by resolution of the Council or by notice of the prior or prioress, provided that the Council may vote on any resolution needing immediate and timely consideration, proposed by a Council member (proponent) not at a duly-called meeting, which shall proceed as follows: that the proponent of said resolution shall make a reasonable effort to contact every member of the Council, whereupon after said proponent has achieved a Council majority vote in favor thereof, the resolution shall be considered adopted and binding; and further provided that every such resolution shall be presented to the Council for reconsideration and ratification at its next regularly scheduled meeting;
(h) special meetings may be held upon personal notice to each Council member of the time, date, and place of said special meeting; and
(i) other powers and rights as set forth in Idaho Code Section 30-3-24, or its subsequent equivalent, and the statutes.
Officers.
The officers shall have the following duties, rights and responsibilities during the term of their office:
(a) prior or prioress. The prior or prioress shall preside at all meetings of the Council, and is the general chairman and the presiding and chief administrative officer of the Corporation, and shall be responsible to the Council.
i. The prior or prioress is an ex officio member of each committee established under Article III above, and shall receive notice of any meeting thereof;
ii. The prior or prioress shall have the power to suspend any official action of any committee of the Corporation upon notice to the chairman of said committee, and shall immediately call a meeting of the committee and the Council. The prior or prioress or his/her designee shall be in attendance at said meeting, shall consult with said committee, and upon resolution by the Council, said committee may proceed accordingly. Such resolution shall be set forth in the minutes of the committee. If the Council passes no such resolution, then the suspension of the official action of said committee shall not exceed thirty days unless previously rescinded by the prior or prioress.
(b) subprior or subprioress. The subprior or subprioress shall perform all duties of the prior or prioress in his or her absence or disability, and such other duties as delegated the prior or prioress.
(c) secretary. The secretary shall certify and keep at the principal office of the Corporation, the original current copies of the bylaws. In addition, the secretary shall: (1) keep a book of minutes of all meetings of the Council and any committees, departments or other entities of the Corporation, recording the time and place of meeting, how called, notice, persons present, and the proceedings thereon, motions, seconds, and acts and decisions thereof; (2) that notices are given in accordance with the applicable bylaws; (3) custodian of records and seal of the Corporation; (4) in general, perform all duties incidental to the office. Every committee as appointed under Article III shall have a secretary, and all minutes of any committee shall be forwarded to the corporate secretary for filing in the corporate books.
(d) treasurer. The treasurer (or his designee upon notice to, and approval of, the Council) shall (1) have custody of, charge of, and responsibility for, all funds, properties, and securities of the Corporation, and deposit any such funds in any depository as directed by the Council, with the prior or prioress and treasurer, and one member of the council, as signatories on said account, with two-signatures required, and such depository shall be federally-insured; (2) receive and give receipt for, moneys due and payable to the Corporation ; (3) disburse funds as directed by the Council; (4) exhibit at all reasonable times the books of account and financial account to any councilor or other designated agent of the Corporation; (5) accept and maintain accounts of the Corporation, including properties, transactions, assets, liabilities, receipts, disbursements, gains and losses; (6) render to the any councilor at any reasonable time, a report of any and all transactions, and the financial condition of the Corporation; (7) certify, or cause to be certified, financial statements regarding the financial condition of the Corporation; (8) submit all books, reports or other matters under his direction, to an audit, to be perform minimally once per year within three months after the close of the fiscal year; (9) perform himself or authorize any employee or agent as authorized by the Council, in the treasurer’s place, to sign checks, notes, drafts, and orders for payment of expenditures first approved by the prior or prioress or as approved by resolution of the Council.
ARTICLE IV
PREEMPTION BY STATUTES
If a conflict of interpretation exists between these Bylaws and the Articles of Incorporation, the Articles shall be preemptive. As to a conflict between the Articles and the statutes, the statutes shall be preemptive to the extent that the same does not violate Idaho law. The Council shall determine by resolution the outcome of such conflicts of interpretation.
ARTICLE V
Fiscal Year. The Fiscal Year shall commence on 1 July and continue through June 30 next.
ARTICLE VI
AMENDMENT OF ARTICLES OF INCORPORATION
The Articles of Incorporation shall be amended as allowed and required by law.
AMENDMENT OF THE BYLAWS OF THE CORPORATION
The Council may adopt by simple majority of the members thereof, proposed amendment(s) to these bylaws, upon written notice of the proposed amendments to the councilors containing a copy of the proposed amendment(s) at a regularly scheduled meeting, whereupon at the next regularly scheduled meeting, such proposed amendment(s) shall be voted upon. Amendments to these bylaws may be made effective otherwise at any regularly scheduled meeting of the Council, by roll-call vote, by a majority of 2/3rds or more of the members of the Council, and entry of such vote into the minutes. Proxies are invalid as to proposed amendments to these bylaws.
ARTICLE VII
The Corporation shall not discriminate against any person on the basis of race, color, national or ethnic origin.
ARTICLE VIII
I. Cemetery.
A. Advisory Committee.
a. A cemetery advisory committee is established for advising the Chapter in the governing and the use, maintenance, and priority of the cemetery located at the Chapter’s property near Homedale, Idaho.
b. The advisory committee shall have a minimum of three members including the prior(ess) or his or her designee, and no more than seven, with no less than two members of the committee being a lay or religious member of the Order.
c. The advisory committee shall provide counsel and advice to the Homedale Committee directly and to the Council with regard to the cemetery only.
d. The prior(ess) shall appoint the chairman of the advisory committee to serve on a one-year calendar basis commencing January 1st of each year. The prior(ess) shall appoint the members of the advisory committee to serve on a one-year calendar basis.
B. Homedale Property Management Committee and the Cemetery.
a. The property management committee shall first have the boundary of the cemetery area defined, platted, and mapped, and upon being completed and after motion to the Council and approval thereof, said area shall be known as the “cemetery property,” or as some other name as the committee may designate; whereupon, the advisory committee shall be formed.
b. The chapter, council, and the property management committee shall comply with the laws and regulations regarding cemeteries of the state of Idaho.
C. The following order of priority shall be given to living persons as to choice of plots, or areas of ground to said cemetery as follows, subject to approval of the property management committee and being properly marked and identified on the platted map and/or physically upon the cemetery so as to avoid disorder (such selections shall be placed in the minutes of the property management committee and made known to the following):
a. clergy and religious;
b. perpetual or life lay members and their immediate families of the Order of Preachers in the sequence of their entry into the Order; and those who entered on an even date shall draw their sequence at a regular chapter meeting;
c. prayer members of the Order of Preachers and their spouses;
d. and thereafter as the committee may designate;
e. and, the committee may consider the burial of other Catholic persons prior to, at, or near death upon request from a parish priest of the Roman Catholic Diocese of Boise, or other persons upon petition from a life professed member of the Order.