DOMINICAN OVERSEAS EDUCATION & RELIEF SOCIETY
COMMITTEE of the
Blessed Margaret Castello Chapter, Third Order of St. Dominic, Inc.
As adopted by the Council on December 6, AD 2008.
The Third Order of St. Dominic, Inc, does hereby establish the Committee known as the Dominican Overseas Education & Relief Society (hereinafter DOERS or Committee) whose purpose is the outreach for charitable and educational purposes to peoples of foreign lands.
Said Committee shall be governed by a board of directors, who in turn at all times is subject to the day-to-day administration and supervision of the prior (or prioress) and the administration and policy of the Council in accordance with the bylaws of the Council [http://dominicanidaho.org/docs/bylaws.html] .
§1 Board of Directors. DOERS shall have a Board of Directors [hereinafter board], whose membership shall be a minimum of five and no more than ten at any time including the prior (or prioress) of the Blessed Margaret of Castello Chapter and one member of the Council who shall be appointed by the prior (or prioress) and said appointment be recorded in the official minutes of the board. The Committee shall have no additional rights or powers except as expressly stated herein and as provided by resolution of the Council.
§1A Power of the board.
(a) The board is subject to immediate control and supervision of the prior and the board shall at all times comply with the corporate bylaws and resolutions of the Council;
(b) The board shall meet minimally on an annual basis on the second Saturday of the calendar year at 10:00 a.m. at the corporate offices, or at such other place, date, and time as notified to the members of the board by the prior (or prioress) no later than the 31st of January of the calendar year;
(c) At the annual meeting, the board shall nominate and elect among themselves certain officers as noted below to serve said calendar year until such time that new officers have been elected and duly installed the next calendar year;
(d) The board shall have the right to set policy, goals, and purposes of DOERS and to direct the fundraising, budgeting, and expenditures of any funds.
- All such fundraising, budgeting, and expenditures shall be in compliance with the laws, rules, and regulations of the state of Idaho, and the United States of America and the locus of the nation or state where services and projects of DOERS are being effectuated.
(e) The initial members of the board shall be appointed by the prior (or prioress), whereupon at the first meeting thereof or thereafter, the initial members may elect additional members of the Committee as the need or opportunity may arise.
(f) Any action, motion, or resolution adopted by the Committee is subject to the review, adoption, amendment, change, or adaptation of the Council, as set forth in Article III(e) of the Bylaws of the Council. [http://dominicanidaho.org/docs/bylaws.html]
§1B. Officers. The board shall have a chairman and a secretary elected as provided above. The Committee shall immediately notify the prior (or prioress) of the election of a chairman and secretary, who in turn shall notify the Council at its next regularly scheduled meeting. The officers shall have the following duties, rights and responsibilities:
- a. Chairman. The chairman or chairwoman shall preside at all meetings of the board, and shall be directly responsible directly to the prior (or prioress) and to the Council for the management thereof.
- i. The chairman or chairwoman is also responsible for the proper and legal solicitation, collection, planning, and expenditures of the Committee;
- ii. The chairman or chairwoman may appoint a board treasurer of the board to account for all receipts and expenditures of funds;
- The chairman and the board treasurer if so appointed by the chairman, shall be directly responsible to the corporate Treasurer (Council) and the Council for the proper and legal expenditures of all funds;
- upon demand from the corporate Treasurer (Council) the chairman shall give report, submit, give over, or otherwise provide in full the original copies of any and all financial records, files, documents, bank statements, or any other related documents showing the finances of the Committee;
- the chairman [and the board treasurer], prior, and corporate Treasurer shall be signatories on any account containing the funds of the board, with two signatures required on said account before any funds may be properly expended;
- and further shall provide all such books and records to the corporate Treasurer for purposes of filing tax reports or returns and as required for a corporate audit on an annual basis in accord with Article III (Officers) (d) of the corporate bylaws as follows: [http://dominicanidaho.org/docs/bylaws.html].
- b. secretary. The secretary shall keep and maintain a record of minutes of all meetings and acts of board, and shall keep and maintain a record of all business of the board, and shall certify said records; and shall forward an certified copy of any and all business of the board to the corporate Secretary who shall maintain records of the same.
- i. The secretary shall additionally keep a book of minutes of board meetings recording therein the time and place of meeting, how called, notice, persons present, and the proceedings thereon, motions, seconds, and acts and decisions thereof; give reasonable notice of duly-called meetings via electronic or regular U.S. mail, or telephone, in advance thereof to all members of the board; and, in general, perform all duties incidental to the office.
No person acting individually or as a member of, or on behalf of, the board or otherwise may in any way bind, contract, employ, hold, or in any way act on behalf of DOERS, the Chapter, the Council, or The Third Order of St. Dominic, Inc., except by as authorized by resolution or act of the board or Council. The vision and purpose of DOERS as expressed in Article I hereinabove shall be implemented only by resolution or act of the board or the Council. DOERS shall not implement or carry out any other vision or purpose except as may be directed and authorized by the Council. DOERS shall sponsor persons or entities to carry out its vision and purposes as expressed by resolution, and DOERS does not have the authority to employ, to contract, or otherwise engage in any contract or other binding obligation without the express authorization of the Council. All sponsored persons shall sign a release, hold harmless, and agency agreement as approved by the Council before accepting sponsorship of DOERS.
Amendment of these Bylaws. These bylaws may only be amended by resolution and approval of the Council. By simple majority thereof at a regularly scheduled meeting, the Committee may by resolution make a proposal(s) for additions, amendments, or changes to these bylaws and said proposal(s) shall be presented to the prior (or prioress) for consideration at next regularly scheduled Council meeting for consideration.