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CONSTITUTION OF THE
CATHOLIC BUSINESS
NETWORK OF CENTRAL VIRGINIA, INC.
ARTICLE I
TITLE
The name of this body shall be the
Catholic Business Network of Central Virginia, Inc. (CBNCV).
ARTICLE II
MISSION AND GOALS
Section A -- Mission
The Catholic Business Network of Central Virginia is a non-profit
association of businesses and professionals working together for the
mutual benefit of its members and devoted to the support and
development of Catholic education in our region. CBNCV members
strive to be an example of high ethics, integrity, and honesty to
the community through their business practices.
Section B -- Goals
The goals of Catholic Business Network of Central Virginia shall
be consistent with all Church teachings and the CBNCV will work
closely with the parishes in central Virginia to achieve the
following objectives:
Enhance the professional growth of the membership;
Support parochial education in our area with the time, talent
and treasures of our membership;
Support the creation of a Catholic high school in central
Virginia
Strengthen fellowship among business owners and professionals
within the Church.
ARTICLE III
MEMBERSHIP
Section A -- Members
Membership in the Catholic Business Network of Central Virginia
is open to all business owners, professionals, and retired
professionals who live or work in the central Virginia area
irrespective of their religious affiliation. The matter of types of
membership (Individual, Corporate, and Honorary) shall be provided
in the Bylaws.
ARTICLE IV
BOARD OF DIRECTORS
Section A Composition
There shall be at least seven (7) and no more than eleven
(11) members of the Board of Directors for the Catholic Business
Network of Central Virginia.
It is to be desired that the Board reflect a broad
cross-section of the parishes and school communities in our
region, as well as a diversity of business interests.
The Board shall also include a Chaplain. The matter of his
term and appointment shall be provided in the Bylaws.
Section B Length of Term
Members of the Board of Directors shall serve a term of up to
two years, with terms expiring on April 30.
Terms shall be staggered so that each year not more than ½ of
the Board will conclude their terms and be replaced.
Section C Elections
The matter of the election or appointment of the Board of
Directors shall be provided in the Bylaws.
ARTICLE V
OFFICERS
Section A Composition
The Officers of the Catholic Business Network of Central Virginia
shall consist of a President, Vice President, Secretary, and
Treasurer. These Officers shall be elected annually at the May
meeting. These four officers shall form the Executive Committee.
Section B Duties and Responsibilities
The duties and responsibilities of the Executive Committee shall
be as follows:
The President shall be the Chairman of the Board of Directors
and shall be the Chief Executive Officer of the CBNCV. He or she
shall preside at all regular and special meetings of the Board,
Executive Committee, and all meetings of the general membership.
This officer shall provide overall direction to the CBNCV and
represent the CBNCV in all matters about it. He or she shall be
a non-voting member of the Board of Directors, except in the
instance of a tie. The President shall appoint all Standing
Committee chairpersons and, in conjunction with the other
officers, set the agenda for each Board meeting. In addition,
the President shall perform other duties as the Board or
Executive Committee shall by vote or resolution direct, or as
specified in the Bylaws.
The Vice President shall assist the President as needed and
perform all the duties of the President when the President is
absent or unable to act. This officer shall be a voting member
of the Board of Directors.
The Secretary shall take minutes at both Executive Committee
and Board of Directors meetings and distribute them to the
appropriate committee members. The official files of the CBNCV
shall be maintained by the Secretary, including the official
membership list. This officer shall receive, conduct, and
dispose of all correspondence as directed, as well as any
additional duties specified in the Bylaws. The Secretary shall
be a voting member of the Board of Directors.
The Treasurer shall be the custodian of the funds of the
CBNCV, shall receive monies for deposit and make the appropriate
payments. The arrangements for the annual review and the
preparation of the CBNCVs annual budget and financial
statements shall be the responsibility of the Treasurer. The
Treasurer shall be a voting member of the Board of Directors and
may be assigned additional duties by the President, Board, or as
specified in the Bylaws.
Section C Eligibility, Election, and Term
The matter of the eligibility, election or appointment of the
Officers, and their terms shall be provided in the Bylaws.
ARTICLE VI
MEETINGS
Section A Frequency
The Board of Directors shall meet at least ten (10) times per
year. Special meetings may be called by the Executive Committee
as needed.
The matter of general membership meetings shall be provided
in the Bylaws.
Section B Quorum
For the purpose of transacting business, it is required that a
simple majority of Directors must be present at the Board of
Directors meeting.
ARTICLE VII
COMMITTEES
The Catholic Business Network of Central Virginia may have
several Standing Committees as defined by the Bylaws.
ARTICLE VIII
BYLAWS
The Catholic Business Network of Central Virginia shall establish
such Bylaws as are necessary to conduct business.
ARTICLE IX
CONDUCT OF MEETINGS
The matter of the conduct of meetings shall be provided in the
Bylaws.
ARTICLE X
AMENDMENTS
This Constitution may be amended by a 2/3 majority of the general
membership. Proposed amendments must be presented in writing to the
Board of Directors for promulgation to the general membership.
BYLAWS OF THE CATHOLIC BUSINESS NETWORK OF CENTRAL
VIRGINIA, INC.
ARTICLE I
GENERAL PROVISIONS
Section A Purpose and Goals
The Catholic Business Network of Central Virginia is a non-profit
association of business owners, professionals, and retirees devoted
to the support and development of Catholic education in the local
region and the professional development of its members. CBNCV shall
not advocate positions on social issues nor shall it endorse
political candidates or parties.
Section B Financial Obligations
The normal operating funds of CBNCV, generated through
membership dues and website-related activities, shall be used
primarily for the purpose of carrying out the administrative and
business development activities of the CBNCV.
Funds generated through our fundraising activities shall be
used, to the fullest extent possible, to support Catholic
education in central Virginia in general or a specific
educational project.
ARTICLE II
BOARD OF DIRECTORS
Section A Eligibility, Elections, and Terms
All members of CBNCV, who are in good standing, are eligible
to serve on the Board of Directors. At least one more than half
of the Directors shall be practicing Catholics.
Only one representative per company may serve on the Board at
a time, founding Board members exempted.
The founder of CBNCN, Hugh Brown, shall have a permanent,
voting seat on the Board of Directors.
In establishing the new CBNCV Board of Directors there shall
be at least
a. three (3) directors with a term of one year and
b. four (4) directors with a term of two years.
Terms of the members in subsequent elections will be two
years in length.
A Director may succeed him or herself. There is no limit to
the number of terms a Director may serve.
Nominations for new Directors of the Board shall be received
from the current Board of Directors and from the general
membership.
Directors shall be elected by the general membership
(including Board members) by a majority affirmative vote.
In subsequent years, the election shall be conducted in the
month of April and the term shall commence on May 1.
If a Director is unable to fulfill his or her term, the Board
of Directors shall appoint a Member from the general membership
to serve the remainder of the retiring Directors term. Serving
an unexpired term will not bar the appointee from serving a
subsequent full term.
Section B Duties and Responsibilities
The Board of Directors shall assist the Officers of the CBNCV
in accomplishing the goals of the CBNCV as stated in the
organizations Constitution and delineated in the Bylaws and
annual plan.
The Board provides counsel and advice to the Officers of the
CBNCV and votes on resolutions submitted by the general
membership.
Directors are expected to attend all Board meetings.
Any issue concerning the ability of a Director to discharge
his or her duties and responsibilities shall be resolved by
action of the Board of Directors and such action may include
removal.
Section C Meetings
The Board of Directors shall meet at least ten (10) times per
year at a date and time mutually agreed upon by the Board
members.
The basic rules of parliamentary procedure shall form the
basis of governance for all Board meetings.
Meetings shall not last more than two hours unless a majority
of the Board members vote to extend.
Directors who have three unexcused absences from Board
meetings may be removed from the Board. The Board of Directors
shall vote on the removal.
Section D Chaplain
The Board of Directors shall invite the Pastor or Associate
Pastor of a parish in our region to serve as the CBNCV Chaplain for
a term of one year. The Chaplain shall be a non-voting Member of the
Board. The Chaplain may succeed himself. There is no limit on the
number to terms he may serve.
ARTICLE III
OFFICERS
Section A Eligibility, Election, and Term
All Catholic members of the Board of Directors are eligible
for nomination. A Director may nominate him or herself for an
office or be nominated by another Board member.
The Officers shall be elected by the Board of Directors from
among the Board members. The election of Officers shall be
conducted at the May meeting.
The term of all Officers shall be two years. All Officers are
eligible for reelection. There are no term limits.
Any issue concerning the ability of an Officer to discharge
his or her duties and responsibilities shall be resolved by
action of the Board of Directors and such action may include
removal.
If an Officer is unable to fulfill his or her term, the Board
of Directors shall appoint a Member from the general membership
to serve the remainder of the retiring Officers term. Serving
an unexpired term will not bar the appointee from serving a
subsequent full term.
Section B Duties and Responsibilities
The President will ensure that members of the Board of
Directors receives, at least one week in advance of each
meeting, the following materials:
minutes of the previous meeting,
monthly financial report,
committee reports, and
agenda.
The Secretary shall maintain the official membership list and
send out new member welcome packets that include a letter from
the President, the most recent membership directory, the
Constitution and Bylaws, and any other appropriate materials.
The Secretary shall also maintain an inventory of CBNCV
brochures, letterhead, business envelopes, and any other
administrative and/or marketing materials.
ARTICLE IV
STANDING COMMITTEES
Section A Purpose and Names
Standing Committees are the permanent Committees of the CBNCV and
are responsible for the administrative and programmatic activities
of the CBNCV. Standing Committees, other than those established by
the Bylaws, may be created by the Board of Directors. The Board
shall name and designate the duties and powers of such Committees.
Ad-Hoc Committees may also be formed to address a specific,
temporary issue or function.
It is preferred, but not required, that each Standing Committee
be chaired (or co-chaired) by a Director. It is required that the
chairperson of each Committee keep and maintain an accurate file of
the Committee's activities and achievements and report to the Board
of Directors on a regular basis.
The CBNCV shall have, but not be limited to, the following
standing committees: the Executive Committee, the Membership
Committee, the Business Development Committee, the Communications
Committee, the Fundraising Committee, the High School Committee, and
the Social Committee.
Section B Duties and Responsibilities
Executive This Committee is composed of the President, Vice
President, Secretary, and Treasurer. It is responsible for
overseeing all activities of the CBNCV and ensuring that the
work of the CBNCV corresponds to the purpose and goals
established in our Constitution. This Committee shall meet at
the call of the President and may act on behalf of the full
Board of Directors when, in the judgment of the President, it is
impractical to convene a meeting of the full Board. All
decisions reached and actions taken shall be reported to the
full Board within fifteen (15) days. The Board of Directors
retains the right to veto any decisions may be the Executive
Committee.
Membership It is the responsibility of this Committee to
encourage new membership, to promote membership in good standing
in the CBNCV (i.e., cultivate membership participation), and
foster member retention. This Committee shall maintain an
inventory of member plaques and present them to all new members.
Business Development This Committee shall coordinate the
business and professional relationships among CBNCV Members. It
will plan seminars and networking activities that enhance the
professional growth and business interests of CBNCV Members.
Communications This Committee shall support the strategic
objectives of the CBNCV and the other Standing Committees. It is
responsible for coordinating all communications on behalf of
CBNCV. It shall publicize the CBNCV and its activities through
appropriate CBNCV communications means (such as the newsletter
and website) and the mass media. It shall coordinate all press
releases, public service announcements, and advertising.
Fundraising This Committee shall plan, schedule, and
orchestrate all fundraising events.
High School This Committee shall develop and implement a
plan for assessing the feasibility of building a Catholic high
school in the greater Fredericksburg area. If it proves
feasible, this Committee will then coordinate the necessary
activities to facilitate the creation of said high school.
Social This Committee is responsible for planning and
hosting social events that will contribute to the fellowship
among the Members, including an annual Anniversary Mass and
Christmas party. These events may be designed for Members only,
Members and their spouses/guests, or Members and their families.
ARTICLE V
MEMBERSHIP
Section A Categories of Membership
CBNCV has three categories of membership: Individual, Corporate,
and Honorary.
Individual Member An individual in good standing,
irrespective of religious affiliation, is considered a Member.
An individual in good standing who is not a member of the
Catholic Church shall have all the privileges of membership
except that he or she may not serve as an Officer on the Board
of Directors.
Corporate Member Any business in good standing may
designate individuals, irrespective of religious affiliation, to
exercise the privileges of membership. Business may have
multiple representatives, but the number of such designees may
not exceed five voting members. The basis for the allocation of
these numbers is to be determined from time to time by the Board
of Directors. Non-Catholic designees shall have all the
privileges of membership expect they may not serve as an Officer
on the Board of Directors. A business shall have the right to
change its membership designation upon written notice to the
Board of Directors.
Honorary Member The President and/or the Board of Directors
may, at their discretion, wave all dues and grant membership to
Catholic organizations. Candidates for honorary membership
include all the Parishes and parochial schools in the region.
Honorary members shall have all the privileges of membership.
Section B Eligibility
Membership is open to all business owners, professionals, and
retired professionals who live or work in the central Virginia area
irrespective of their religious affiliation. The central Virginia
region is defined as Caroline, Culpepper, King George, Orange,
Spotsylvania, and Stafford Counties and the city of Fredericksburg.
Section C Membership Requirements
Members whose financial obligations to CBNCV are current are
considered to be in good standing. Regular attendance at CBNCV
meetings and/or events and active participation on a Standing
Committee is strongly encouraged.
Section D Membership Privileges
Members shall receive a membership directory, be invited to
attend the membership meetings and CBNCV events, and be offered
member only discounts from member businesses. Members will also be
listed in our Internet member directory.
Section E Dues
Dues shall be received by the Treasurer no later than January 31
of every year, beginning in 2004. The Board of Directors shall
determine the amount of the dues no later than October of every
year.
ARTICLE VI
Membership Meetings
Section A Purpose and Frequency
An annual meeting of the general membership will be held to
conduct the business of CBNCV and provide an opportunity for the
members to review the activities of the organization during the
prior year, including the financial records. This meeting shall be
open to all Members in good standing.
Section B Notice and Quorum
Notice shall be sent at least sixty (60) days in advance of the
meeting day and shall include an agenda of the business to be
conducted with synopsis. Ten percent (10%) of the general membership
present at a properly convened meeting shall constitute a quorum at
all membership meetings.
ARTICLE VII
AMENDMENTS
These Bylaws may be amended by a simple affirmative majority of
the Board of Directors provided the amendment has been submitted in
writing at a previous meeting.
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