Bylaws of National Federation for Catholic Youth Ministry, Inc.

Article 5
Board of Directors

Section 5.1. Board of Directors.
The board shall consist of twenty-four (24) persons:
(a) Fourteen (14) regional representatives of the diocesan category, that is, one representative from each of the fourteen (14) geographic regions;
(b) One (1) representative of the organizational membership category;
(c) One (1) representative of the associate (individual) membership category (non-diocesan staff and non-organization staff);
(d) Four (4) at-large representatives, to be chosen by the board;
(e) One (1) ex officio with vote: episcopal advisor;
(f) Two (2) ex-officio without vote: Executive Director of the NFCYM and the USCCB liaison; and
(g) One (1) constitutive member representative.

Section 5.2. Authority.
The board shall oversee the business and affairs of the Federation. The board shall have all the powers and responsibilities conferred upon a board of a nonprofit corporation by the Act or by these bylaws including but not limited to the following:
(a) To engage in a discernment process to select officers at a regular meeting;
(b) To hire, set salary and renew or terminate the employment contract of the executive director;
(c) To convene the annual membership meeting;
(d) To authorize short-range plans and to recommend long-range plans;
(e) To approve annual budget, to set fiscal policy and to convene and identify members of a finance advisory committee whose purpose is to support the board and the executive director;
(f) To give final authorization for funding of groups;
(g) To approve personnel policies;
(h) To provide an annual written accountability report to the membership in collaboration with the executive director;
(I) To implement and evaluate priorities set by action of the annual membership meeting;
(j) To accept and review the reports of the executive director;
(k) To select and approve four (4) members-at-large to serve on the board;
(l) To establish and approve membership dues and procedures;
(m) To appoint or confirm chairpersons of Federation committees, project teams and related work groups;
(o) To develop and implement the strategic plan; and
(p) To monitor conflicts of interest at least annually.

Section 5.3. Term of Office.
At the time of adoption of these amended bylaws, each year approximately one quarter (1/4) of the twenty-one (21) elected members of the board rotate off the board at the end of their four (4) year term, and this rotation schedule shall continue. The rotating term of office for voting board members shall continue to be a four (4) year term, renewable, but nonconsecutive to begin on July 1.

5.4. Selection.
Each category of voting membership selects representatives to the board appropriate to the rights and responsibilities of the membership category as provided in these bylaws. No vendor to the Federation shall be eligible for board service.

5.5. Meetings.
There shall be at least two (2) meetings per year, with one such meeting being the annual meeting of the board held at the time of the annual membership meeting and the other being a regular meeting to be held at such time as the board may designate. The board may hold additional meetings at the call of the chairperson.

Section 5.6. Notice.
Notice of each meeting of the board shall be given by mail or electronic mail to each member of the board 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 board shall not be limited to those set forth in the notice of such meeting.

Section 5.7. Quorum.
A quorum at any meeting of the board consists of the presence of a majority of voting members of the board, including at least one (1) officer present.

Section 5.8. Voting.
Each voting member of the board shall have one (1) vote. Proxy voting by members of the board is not permitted. At the time of adoption of these bylaws on July 1, 2017, in contrast to means of voting by members, the Act allows the Federation’s directors to act only in person at a meeting, or to participate in a meeting by means of a telephonic meeting where all persons may hear each other, and by unanimous written consent. In the event that the Act may be amended to broaden beyond board meetings, board telephone calls, and board unanimous written consent the means by which the Federation’s directors may act, such additional means as may be authorized by the Act may be utilized by the Federation’s directors immediately, and nothing in these bylaws shall be deemed to bar use of such new means of acting or participating, nor shall any further amendment of these bylaws be required. As stated above, 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 board shall carry.

Section 5.9. Executive Session.
The chairperson of the board may decide to enter into executive session for specific discussions with the approval of the voting members of the board. Executive session includes only the voting members along with the episcopal advisor. At times, the chairperson may invite the executive director and/or the USCCB liaison to participate in the discussions of the executive session.

Section 5.10. Vacancies.
A vacancy on the board whether occurring by reason of death, resignation, or removal, shall be filled by the board for the balance of the unexpired term.

Section 5.11. Removal.
Any directors may be removed from office by the affirmative vote of eighty percent (80%) of the voting members of the board when in the judgment of the board the best interests of the Federation will be served.