PURPOSE
This Corporation is organized exclusively for charitable, religious, and educational purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
The specific purposes are stated in the Constitution of this Corporation.
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in Article Third hereof.
No substantial part of the activities of the Corporation shall constitute the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including by publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provisions of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future tax code.
DIRECTORS
Section 1: BOARD: a) The Corporation will be managed by the board of directors. b) All directors are entitled to vote and have equal rights unless otherwise noted in these by-laws. c) The number of directors may be increased or decreased by a vote of a majority of the directors. The minimum number of directors is three, while there is no maximum number.
Section 2: ELECTIONS: a) Directors will be elected and serve for a two year term. b) Directors may be re-elected to serve for up to five (5) consecutive terms. A term of a director, other than an ex officio director, may not exceed ten (10) years. c) Election will be by ballot. If the number of nominees does not exceed the number of offices to be filled, the election may be by acclamation.
Section 3: RESIGNATION: A director may resign at any time by giving written notice to the president or the secretary of the Corporation. The resignation is effective without acceptance when the notice is given to the Corporation, unless a later effective time is specified in the notice.
Section 4: REMOVAL: Directors may be removed for cause by action of the board. Directors may be removed due to non-fulfillment of their duties, misconduct, withholding financial or other critical information, theft, or misrepresentation of the organization, by majority vote of the remaining directors.
Section 5: QUORUM OF DIRECTORS: A majority of the entire board shall constitute a quorum for the transaction of business or any specified item of business.
Section 6: ACTION OF THE BOARD: The board shall take action by the affirmative vote of a quorum of directors at a duly held meeting.
Section 7: MEETINGS: a) Meetings of the board will be held twice a year unless otherwise designated by the board of directors; b) meetings may be held either within or without the State; c) the time and day of regular board meetings will be designated by directors; d) meetings may be held as a teleconference or using other electronic means if at least one of the directors is present in Ukraine at the time of the meeting; e) a director may call a board meeting by giving a three days’ notice to all directors either by mail or by e-mail, with the date, time, and place of the meeting. The notice must contain the substance of the proposed amendment to the articles but otherwise need not state the purpose of the meeting.
Section 8: ACTION WITHOUT MEETING: a) An action required or permitted to be taken at a board meeting may be taken by written action signed or consented to by authenticated electronic communication by all of the directors. b) The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of directors, unless a different effective time is provided in the written action.
Section 9: COMPENSATION: Directors shall not receive any salary or compensation for their services.
Section 10: REIMBURSEMENT: Directors, staff, and volunteers may receive reimbursement for actual expenses. Receipts must accompany reimbursement request form and given to the Treasurer within 30 days of the date of the receipt.
Section 11: FINANCIAL TRANSPARENCY: The IRS 990 forms for each year since inception, Corporations’ budget-size and sources of its revenue, a list of board members, and all policies relating to financial matters must be made available upon request and/or made accessible on the organization’s website.
OFFICERS AND THEIR DUTIES
Section 1: OFFICERS REQUIRED: The required officers for this Corporation are President/CEO (Executive Director), Secretary, and Treasurer.
Section 2: DUTIES OF PRESIDENT/CEO: a) develop, implement, monitor, and assess the organization’s programs; b) run transitional home in Ukraine and have general active management of the programs of the organization, c) sign and deliver in the name of the Corporation deeds, contracts or other instruments pertaining to the business of the Corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the articles or by-laws or by the board to another officer or agent of the organization; d) when present, preside at all meeting of the board and of the members; e) perform other duties prescribed by the board.
Section 3: DUTIES OF SECRETARY: a) keep minutes of all board meetings in separate note books with pages consecutively numbered; b) maintain an attendance record; c) receive donations sent by mail: open envelopes and record the amount, check number, and donor name; mark each incoming check as “for deposit only”; after that give the incoming checks to the treasurer for deposition into the bank account approved by the board. Received incoming checks must be given to the treasurer within one week from the day of reception; d) attend to such correspondence as may be assigned to this officer by the president or by the board.
Section 4: DUTIES OF TREASURER: a) keep accurate financial records for the organization; b) deposit all monies into the bank account approved by the board; cash donations must be deposited within one week of reception; incoming checks must be deposited within one week of reception; c) send out a prompt thank you letter that includes what donor needs for tax purposes; d) make a wire transfer from the organization’s bank account into the organization’s foreign bank account in Ukraine when requested by the president/CEO or by the board; e) present a statement of the organization’s bank account at each board meeting; f) provide an account of an income and expenses of the organization to the board when requested; g) keep a calendar of filing requirements; h) file an IRS form 990 annually and file other required forms on time; provide a copy of each form prior to the filing to the president/CEO and to the board for review and after the filing for their information and records; i) start the fiscal year on September 1st and end August 31st; j) perform other duties prescribed by the board or by the president/CEO.
Section 5: OTHER OFFICERS: The board of directors may elect or appoint, in a manner set forth in these By-Laws or in a resolution adopted by the board, other officers the board considers necessary for the operation and management of this organization.
Section 6: MULTIPLE OFFICES: Any number of offices or functions of those offices may be held or exercised by the same person. If a document must be signed by persons holding different offices or functions and a person holds or exercises more than one of those offices or functions, that person may sign the document in more than one capacity, but only if the document indicates each capacity in which the person signs.
Section 7: SHARED OFFICES: The office of the treasurer may be shared by two natural persons with its functions split as decided by the board.
Section 8: DUTIES OF VICE PRESIDENT: a) assist the president in such matters as may be assigned to this officer by the president or by the board; b) preside at the meetings of the board when the president is not present.
Section 9: DUTIES OF PUBLICITY CHAIRMAN: a) edit organization’s newsletter; b) print organization’s newsletter; c) print and attach mailing labels to the envelopes for each newsletter using the mailing list provided by the president or by the board; d) mail the organization’s newsletter.
Section 10: SPIRITUAL ADVISOR AND HIS DUTIES: Any traditional Catholic priest can be a spiritual advisor for this organization. A spiritual advisor shall: a) provide advice to the president and/or to the board when requested; b) offer Holy Mass for the benefactors of this organization on a monthly basis or as often as determined by the board; c) offer Holy Mass for the beneficiaries of the organization on a monthly basis or when requested; d) assist with fundraising activities; e) assist with the establishment of a traditional Catholic parish if permission from the local Bishop is granted.
STANDARD OF CONDUCT
Because of the organization’s traditional Catholic spirituality and values, we require maintenance of the highest moral standards of conduct of all directors, staff, and volunteers.
AUTHORITY AND POWERS
The Corporation will have the following authority and powers, but not by way of limitation, and provided they are consistent with the laws of Ukraine: a) to rent, purchase, receive, own and sell real estate property or land in Ukraine as deemed necessary for carrying out its objectivities; b) to register, open, and run local businesses in Ukraine, for instance, farms, for self-sustainability; c) to do any and all things and to take any and all action deemed necessary by the board, provided such action and things are not contrary to law, to carry out and give effect to the objectives and purposes of this Corporation as described in her Constitution and in the present by-laws.
AMENDMENTS
The Constitution and the by-laws may be amended by the board of directors.
DISSOLUTION
The duration of the Corporate existence shall be perpetual until dissolution. In the event of dissolution, the property or other assets of the Corporation remaining after the payment, satisfaction, and discharge of liabilities or obligations, shall be distributed to other traditional Catholic organizations or given to a traditional Catholic Seminary for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.