Bylaws of National Federation for Catholic Youth Ministry, Inc.
Voting Responsibilities of Members
Section 3.1. Authority.
The voting membership of the Federation shall have such voting powers and responsibilities conferred upon the membership of a nonprofit corporation by the District of Columbia Nonprofit Corporation Act (the "Act"), as now or hereafter amended, except such powers and responsibilities as may be limited by these bylaws. The responsibilities of the voting membership are:
(a) To hold an annual membership meeting for the purpose of conducting all business before the membership including but not limited to approving any amendments to the articles of incorporation or bylaws;
(b) To propose Federation short-range plans and programs and approve Federation long-term plans and programs;
(c) To approve public foundational documents (such as membership papers) on issues that impact youth ministry; and
(d) For the membership categories with the rights to elect representatives to the board of directors, for any director whose term expires June 30 of the current year, then prior to July 1 of the current year, the respective membership category shall discern and inform the membership of their representative chosen to serve on the board for a term to commence July 1 of the current year.
Section 3.2. Annual Meeting.
The membership of the Federation shall hold a regular annual meeting ("annual membership meeting") and may hold such other meetings at such times and places as may be established from time to time at the request of the board. Voting on all matters will generally take place in person at the annual membership meeting with exceptions as noted in Section 3.6.
Section 3.3. Notice.
Notice of the annual membership meeting shall be given to each member by mail not less than thirty (30) days before the day appointed for the meeting. Except regarding proposed amendments to the articles and bylaws, the matters to be discussed and voted upon at any duly called meeting of the membership shall not be limited to those set forth in the notice of such meeting. An agenda for the meeting shall be included in the notice.
Section 3.4. Quorum.
A majority of the voting members present shall constitute a quorum at any meeting of the membership. Concerning voting by the membership at the annual membership meeting, there shall be no voting by proxy for absent members.
Section 3.5. Voting.
Historically, the Federation has voted using a discernment or consensus model whereby the vote of at least eighty percent (80%) of a quorum present carries. When not in conflict with the Act (which provides in most instances that the vote of just a majority of a quorum present carries a vote), the articles of incorporation, or these bylaws, for purposes of these bylaws the vote of at least eighty percent (80%) of a quorum of the membership shall carry. Throughout these bylaws, references to voting, discernment, consensus, election, and the like may be used interchangeably to refer to a vote whereby at least eighty percent (80%) of a quorum of the membership shall carry.
Section 3.6. Additional Voting Provisions.
Notwithstanding any provision to the contrary in these bylaws, the following provisions shall apply throughout these bylaws:
(a) Voting on all matters by members entitled to vote may be conducted by mail ballot, and any notices may be sent by mail;
(b) “Mail” as used throughout these bylaws includes but is not limited to mail sent via United States Postal Service ("USPS")), electronic mail, fax machine, or any other means of electronic or telephonic transmission now existing or hereafter coming into existence and authorized by the Act, and nothing in these bylaws shall be deemed to bar use of such new means of voting, nor shall any further amendment of these bylaws be required;
(c) Members who vote by mail shall be deemed present in person at any meeting of the membership to which the particular vote pertains; and
(d) The means by which any voting member casts a vote shall be presumed to be a method of voting chosen by and authorized by the member.