National Catholic Forester

National Catholic Forester 28 NEW NCSF BYLAWS for a term of one (1) year. A director may be elected Chair for successive terms. The Chair shall preside at all meetings of the Board of Directors and perform such other duties as may be designated by the Board of Directors. Sec. 2.09 BOARD SECRETARY AND TREASURER The Board of Directors shall elect a Board Secretary from among its members for a term of one (1) year. A director may be elected Secretary for successive terms. The Board Secretary shall ensure that minutes of meetings of the Board of Directors are kept and perform such other duties as may be delegated to the Secretary by the Chair or the Board of Directors. The Board of Directors shall elect a Board Treasurer from among its members for a term of one (1) year. A director may be elected Treasurer for successive terms. The Board Treasurer shall provide oversight of the funds and securities of the Society and perform such other duties as may be delegated to the Treasurer by the Chair or the Board of directors. The offices of Secretary and Treasurer may be held by the same individual. Sec. 2.10 MEETINGS A. Regular meetings of the Board of Directors shall be held quarterly at such time and place as the Board of Directors shall designate. B. Special meetings of the Board of Directors may be called by the Chair or on the written request of any three (3) directors. Notice of a special meeting shall be given at least seven (7) days before the meeting. C. A majority of members of the Board of Directors shall constitute a quorum at any regular or special meeting. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the Articles of Incorporation, Bylaws or applicable law. D. The Board of Directors and any committee or sub-committee of the Board of Directors, or any other meeting of the Society at which written minutes are kept, may meet by telephone conference or other means of communication that allows all participants to simultaneously communicate with each other. E. Any action required or permitted to be taken by the Board of Directors or any committee or sub-committee of the Board of Directors may be taken without a meeting by written consent of all of its members then in service. A written consent under this provision shall have the same force and effect as a vote taken at a meeting. Sec. 2.11 COMMITTEES The Board of Directors may establish committees of the Board to have such authority as the Board may delegate. Each committee of the Board of Directors shall consist of three or more directors. The Board of Directors shall appoint an Audit Committee. The Audit Committee shall: A. Have a working knowledge of financial matters; B. Be responsible for the appointment and oversight of the independent auditors of the Society; C. Be responsible for oversight of the audited financial statements of the Society; and D. Be responsible for any duties required by the laws of the State of Illinois, and such other duties as assigned to it by the Board. The majority of members of each committee shall constitute a quorum for the transaction of all committee business. Sec. 2.12 REMOVAL OF DIRECTORS A director may be removed from the Board of Directors "for cause" by a two-thirds affirmative vote of the directors, excluding the director whose status is at issue, at a meeting called for that purpose. "For cause" for purposes of this section shall include: A. Failing to continue to meet the eligibility requirements for directors; B. Inability or failure to perform the duties and responsibilities of a director; C. Engaging in conduct unbecoming a director; D. Absence from two meetings of the Board of Directors during the course of a calendar year, without good cause; E. Breaching a fiduciary duty owed to the Society, its members or beneficiaries; or F. Materially violating the Articles of Incorporation or Bylaws, any code of ethics, conflict of interest policy or other policy adopted by the Society. A determination of cause shall be made in the reasonable discretion of the Board of Directors. The director whose status is at issue shall not be entitled to vote in the matter. ARTICLE III EXECUTIVE OFFICERS Sec. 3.01 EXECUTIVE OFFICERS The executive officers of the Society shall be the Chief Executive Officer and such other officers as recommended by the Chief Executive Officer and approved by the Board of Directors. Except for the office of Chief Executive Officer, other executive officer positions may be combined. The Chief Executive Officer shall be hired by the Board of Directors. Other executive officers shall be hired as employees by the Chief Executive Officer and confirmed by the Board of Directors. Sec. 3.02 CHIEF EXECUTIVE OFFICER The Chief Executive Officer ("CEO") shall serve as the principal operational officer of the Society. The CEO shall provide general supervision and direction of the day to day business and affairs of the Society, shall advise the Board of Directors, and shall perform all duties incident to the position and such other duties as assigned by the Board of Directors. Subject to such rules and policies as determined Cont. from page 27

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