LUMEN CHRISTI INCLUSIVE CATHOLIC COMMUNITY, INC.
These Bylaws of Lumen Christi Inclusive Catholic Community, Inc., (the “Corporation”) are intended to conform to the mandatory requirements of the Oregon Nonprofit Corporations Act (the “Act”). Any ambiguity arising between the Bylaws and the discretionary provisions of the Act shall be resolved in favor of the application of the Act.
The Corporation is organized exclusively for the purposes stated in Article III of the Articles of Incorporation, as may be amended from time to time.
The Corporation shall have no members. Qualifications for membership into the Congregation of the Lumen Christi Inclusive Catholic Community shall be as hereafter established by the Board of Directors.
BOARD OF DIRECTORS
3.1 Financial Function.
The Board shall manage the business and affairs of the Corporation and shall exercise all the powers of the Corporation as provided by the Act and Articles of Incorporation, but subject to any restrictions imposed by the Act, the Articles of Incorporation, or these Bylaws. The Board may by resolution delegate to committees, including an Executive Committee of its own number, or to the Officers of the Corporation, such powers and functions as it may designate from time to time. Financial responsibility shall be exercised by all members of the Board.
The voting members of the Board shall consist of four (4) Directors. The Board may also include such other ex officio non-voting members as may from time to time be appointed thereto.
For the purpose of staggering the terms of office of the Directors, the initial Board of Directors shall consist of two (2) Directors who shall serve for a term of one year; and two (2) Directors who shall serve for a term of two years.
After expiration of their initial terms of office, the term of office of each succeeding Director shall be two years. The number of successive terms which a Director may serve may be limited hereafter by Resolution of the Board.
A Director shall hold office until his or her successor is elected and qualified, or until his or her resignation or removal, whichever comes first.
3.4 Election Procedure.
The Incorporators of the Corporation shall elect the initial Board of (4) Directors. For the initial Board of Directors, the Incorporators shall designate two (2) Directors to serve a term of one year; and two (2) Directors to serve a term of two years.
The Board shall hold meetings at least once every calendar year, or more often as necessary or appropriate. The Board shall, by its own Resolution, designate such dates, times, places and notice necessary for such meetings as it may choose.
3.6 Special Meetings.
Special meetings may be called by the President, and must be called by the President upon the written request of at least two (2) Directors. The notification shall include the date, time, place and agenda of the special meeting.
3.7 Waiver of Notice.
A Director may at any time waive any notice required by the Act, the Articles of Incorporation or these Bylaws. Except as otherwise provided herein, such waiver must be in writing, signed by the Director entitled to notice, specify the meeting for which notice is waived and be filed with the corporate records. A waiver of notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
A majority of the Directors in office immediately before the meeting begins shall constitute a quorum at any meeting. When a quorum is present, the vote of the majority of the Directors at such meeting shall be the act of the Board unless the Act, the Articles of Incorporation or these Bylaws require a greater vote.
3.9 Removal or Resignation of Directors.
Any Director of the Corporation may resign from such position by delivering written notice of the resignation to the Board, the President or Secretary. Any Director elected or appointed by one of the Members may be removed by that member with or without cause. The election or appointment of a Director shall not of itself create contract rights.
In the event of a vacancy, an interim Director shall appointed by the Board for the uncompleted term of the vacant position.
Directors shall not be compensated for their services as Directors. The Corporation may upon approval by the Directors, reimburse the Directors for reasonable and necessary expenses incurred in the execution of their duties and responsibilities.
3.13 Conflict of Interest.
No Director shall be liable to account to the Corporation for any profit realized by the Director from or through any transaction or contract of the Corporation; provided, however, in the case of any such contract or transaction requiring authorization by the Board, no Director who personally or through any firm or corporation interested directly or indirectly in such a contract or transaction shall be entitled to vote thereon, although such Director may be counted in determining whether a quorum is present at any meeting upon which action thereon is taken. Such Director shall be responsible for disclosing to the Board his or her interest in any such contract or transaction. Transactions in which any Director has a direct or indirect interest may be approved by a vote of the disinterested Directors, provided the material facts of the transaction and the interests of any Director have been fully disclosed.
3.14 Action by Directors without a Meeting.
Any action required to be taken at a meeting of the Directors of this Corporation, or any other action which may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing setting forth the actions so taken shall
be signed by all the Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect and force as a unanimous vote of said Directors and shall be recorded in the Corporation’s Minute Book.
3.15 Use of Communication Equipment.
Members of the Board of Directors or its committees may participate in a meeting of the Board or such committees by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
The Officers of the Corporation shall be a President, Vice-President, Secretary and a Treasurer. The Officers of the Corporation shall be elected by the Board at an annual meeting from among the Directors. Officers shall assume their respective duties immediately upon election or appointment.
4.2 Duties of Officers.
4.2.1 President. The President shall preside over all meetings of the Board and shall discharge such other duties as prescribed by the Board. The President shall designate the members and officers of each standing committee and each other committee created by the Board from time to time.
4.2.2 Vice-President. The Vice-President shall preside over all meetings of the Board and shall discharge all duties of the President in the President’s absence and shall perform other duties as prescribed by the Board.
4.2.3 Secretary. The Secretary shall keep or cause to be kept the minutes of the meetings of the Board and of any standing or temporary committees thereof; shall be responsible for the timely preparation and delivery of all notices to be given in accordance with the provisions of these Bylaws, the Articles of Incorporation or as required the Act; shall be the custodian to keep and hold on behalf of the community the records of the Corporation; shall be responsible for authenticating the records of the Corporation as duly authorized and required by law; and shall perform such other duties as prescribed by the Board.
4.2.4 Treasurer. The Treasurer shall be the legal custodian of all the corporate funds and securities; shall deposit funds in the name of the Corporation in such bank or banks or at such other place as the Board shall by Resolution specify; shall keep proper account books and perform such other duties as prescribed by the Board.
4.3 Other Officers.
The Board may by Resolution create such additional and special officers as may be considered necessary or desirable in addition to those hereinabove described. The appointment, tenure, removal and succession of persons to hold such offices shall be as the Board shall provide.
4.4 Compensation and Expenses.
Unless otherwise established by the Board, no officer shall be compensated for his or her services as an Officer. Expenses incurred in connection with performance of an Officer’s official duties may be reimbursed upon approval of the Board.
4.5 Resignation or Removal.
Any Officer of the Corporation may resign from such position by delivering written notice of the resignation to the Board, but such resignation shall be without prejudice to the contract rights, if any, of the Corporation. Any Officer or agent elected or appointed by the Board may be removed by the Board, with or without cause, whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of an Officer or agent shall not of itself create contract rights.
Vacancies in any office caused by any reason shall be filled by the Board at any meeting by selecting a suitable and qualified person to act during the unexpired term.
RIGHT OF PARTICIPATION
No person shall be denied the services or facilities of Lumen Christi Inclusive Catholic Community or be excluded from participation or service therein because of race, sexual orientation, age, color, sex, creed, religion, handicap, or national origin, and discrimination of any kind in respect thereof is expressly prohibited.
DEPOSITORIES, SIGNATURES AND SEAL
All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks or other financial institutions or place as the Board may from time to time designate and shall be drawn on checks, drafts or other orders signed on behalf of the Corporation by the Treasurer and/or such other person or persons as the Board may from time to time designate.
All contracts, deeds and other instruments shall be signed on behalf of the Corporation by the President and/or by such other officer or agent as the Board may from time to time designate.
The Corporation shall have no seal.
Notwithstanding any other provision in these Bylaws, no Officer or agent of this Corporation shall have the authority to borrow any funds on behalf of the Corporation, or to hypothecate any assets thereof, for corporate purposes or otherwise, except as expressly stated in a resolution approved unanimously by the Directors, duly entered in the minutes of the Board. The Corporation shall make no loans to any Director or Officer.
The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose of the Corporation, and any such contribution, gift, bequest, or devise is subject to the Board’s acceptance.
7.1 Directors and Officers.
The Corporation shall indemnify Directors and Officers as provided in Article XI of the Articles of Incorporation, as may be amended from time to time.
7.2 Advance of Expenses.
The Corporation may pay for or reimburse the reasonable expenses incurred by a Director or Officer who is a party to a proceeding in advance of final disposition of the proceedings as provided by law, provided that the Director or Officer meets the requirements set forth in ORS 65.397.
At the discretion of the Board of Directors, and pursuant to ORS 65.411, the Corporation may purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of these Bylaws and the Articles of Incorporation.
7.4 Purpose and Exclusivity.
The indemnification referred to in the various sections of these Bylaws shall be deemed to be in addition to and not in lieu of any other rights to which those indemnified may be entitled under any statute, rule of law or equity, provision of the Articles of Incorporation, agreement, vote of the Board or otherwise.
The terms used in this Article 7 shall have the same meanings given them in ORS 65.387 through ORS 65.414.
ARTICLES OF FAITH
We believe God is the author of everything. We believe in the sacredness of Holy Scripture, of the Sacraments, of our community, of our natural environment, and of one another. This Statement of Faith is recited regularly in our gatherings, an ancient and highly regarded attempt to define and itemize the main articles of traditional Christian belief. It is as follows:
1. We believe in one God, creator and sustainer of all that is, seen and unseen.
2. We believe in Jesus Christ the unique Son of God, eternally existent, one in being with God.
3. Through Christ all things were made.
4. For the sake of perfecting our humanity, Jesus came into this material world.
5. Through the working of the Holy Spirit, He was born of the young woman Mary, and became human.
6. He was crucified under Pontius Pilate. He suffered, died and was buried. On the third day his life was restored. He has
returned to his singular place in the Presence of God.
7. We anticipate the day when the mission of Christ will find its fulfillment in an eternal world of justice and peace.
8. We believe in the Holy Spirit, the giver of life, the source of wisdom. With God and Jesus, she is worshipped and glorified.
9. The Spirit has spoken through the Prophets
10. We believe in one, holy, universal and apostolic Church.
11. We acknowledge one baptism into the mystical Body of Christ.
12. We anticipate reunion with those who have gone before us in the life of the world to come.
The Pastor of the Lumen Christi Inclusive Catholic Community shall be appointed by and serve at the pleasure of the Board of Directors. The work of the Pastor shall be as directed by the Board of Directors and is solely dedicated to the well-being of the church community and its individual members.
In general, the Pastor is responsible for facilitating worship, nurturing the spiritual health and development of the community, guiding the community in growth and helping it to fulfill its goals. The Pastor insures good stewardship is exercised over the organization’s worldly goods, that it meets its responsibilities, that it maintains necessary records, and upholds its Articles of Incorporation and Bylaws. Since Mass is central to Catholic worship, the Pastor must be an ordained Priest according to the Sacrament of Holy Orders. The Pastor is shepherd of the sheep. Therefore, knowledge, especially with regard to Holy Scriptures, Theology, and Church History is required. Skills in leadership, public speaking and pastoral counseling are also needed. Unless otherwise appointed or elected to the Board of Directors, the Pastor shall be an ex officio member of the Board and shall attend Board meetings at the discretion of the Board of Directors.
These Bylaws may be amended or repealed and new Bylaws adopted by the Board of Directors at any regular or special meeting of the Board for which 10 days prior written notice of consideration of such action shall be duly given and shall include copies or summaries of the proposed amendment(s).
ADOPTED: ___________________, 2011.