ARTICLE I
Name, Purpose, Annual
Conference
Section 1: Name. The organization
shall be known as the Conference for
Catholic Facility Management (CCFM).
Section 2: Purpose. The purposes
of the CCFM are:
- To provide a forum and a network for
persons having responsibility for
diocesan or religious-owned buildings
and/or properties;
- To promote the spiritual and
personal growth of its Member
representatives in their special
ministry of serving the Church;
- To foster the professional
development of each Member
representative through the sharing of
the knowledge and experience of all; and
- To contribute to the effectiveness
and growth of the Church.
Section 3: Annual Conference. The
CCFM shall realize its purpose by holding an
Annual Conference for its Member
representatives, and by fostering
communication among its Member
representatives.
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ARTICLE II
Membership
Section 1: Classes of Membership.
There shall be five (5) classes of
membership in the CCFM: Regular Membership,
Associate Membership, Honorary Membership,
Affiliate Membership, and Corporate
Membership.
Section 2: Regular Membership.
Any diocese or archdiocese of the Catholic
Church shall be eligible for Regular
Membership. Regular Members in good standing
shall be entitled to all the rights and
privileges of membership in the CCFM,
including the right to vote and to have an
individual representing such Regular Member
hold elective or appointed office. If a
company has been contracted to handle all of
an (arch)diocese’s facilities management the
(arch)diocese may name a person from that
company as its official representative with
all attendant rights and privileges. The (Arch)diocese
shall designate a company as its official
representative.
Section 3: Associate Membership.
Any religious order, office of Catholic
Charities, Catholic housing, Catholic
hospital or other corporation or association
affiliated with the Catholic Church and
which is listed in the Kenedy Directory
shall be eligible for Associate Membership.
Associate Members shall have all the rights
and privileges of membership in the CCFM,
but shall not be entitled to vote nor to
have an individual representing such
Associate Member hold elective or appointed
office. Associate Members may send
representatives from their respective
organizations as participants in the CCFM
Annual Conference and other functions.
Section 4: Honorary Membership.
The Board of Directors of the CCFM shall
have the right of conferring Honorary
Membership in the CCFM upon any individual
whose service to the CCFM or to the Catholic
Church warrants such recognition. Honorary
Members shall have all the rights and
privileges of membership in the CCFM, but
shall not be entitled to vote nor to hold
elective or appointed office. Honorary
Members shall be invited to participate in
the CCFM Annual Conference free from any
Conference fee.
Section 5: Affiliate Membership.
Upon application by a candidate, the Board
of Directors of the CCFM shall have the
right of conferring Affiliate Membership in
the CCFM upon any individual who does not
meet the requirements of Regular or
Associate membership, but who is supportive
of the mission of the CCFM. Only those
candidates that agree to full compliance
with all Advertiser, Vendor, Affiliate or
Corporate Member Regulations (Regulations),
as the same may be promulgated from time to
time by the Board of Directors of the CCFM,
shall be eligible for Affiliate Membership.
Affiliate Members shall be privileged to
attend all events at the CCFM Annual
Conference, but shall not be entitled to
vote nor to hold elective or appointed
office. The term of membership for an
Affiliate Member shall be one (1) year and
such term may be renewed or not at the
discretion of the Board of Directors. Any
violation of any of the Regulations by an
Affiliate Member shall be cause for
immediate revocation by the Board of
Directors of the violator's Affiliate
Membership.
Section 6: Corporate Membership.
Upon application by a candidate, the Board
of Directors of the CCFM shall have the
right of conferring Corporate Membership in
the CCFM upon any firm, business enterprise
or sponsoring agency that financially
supports or otherwise enables the CCFM in
the furtherance of its purpose, especially
in the holding of the CCFM Annual
Conference. Only those candidates that agree
to full compliance with all Regulations as
may be promulgated from time to time by the
Board of Directors of the CCFM shall be
eligible for Corporate Membership. Corporate
Members shall be privileged to have their
organizational name, telephone number and
representative’s name listed in the CCFM
membership directory as well as receive the
CCFM’s quarterly newsletter and the CCFM
membership directory. Corporate Members
shall not be entitled to attend the CCFM’s
Annual Conference unless they are an
exhibitor and/or a sponsor, in which case
they shall also be privileged to attend all
Conference events, except the Board of
Director’s meeting. Corporate Members shall
not be entitled to vote nor to hold elective
or appointed office. The term of membership
for Corporate Members shall be one (1) year
and such term may be renewed or not at the
discretion of the Board of Directors. Any
violation of any of the Regulations by the
Corporate Member shall be cause for
immediate revocation by the Board of
Directors of the violator’s Corporate
Membership.
Section 7: Good Standing Defined.
To be in good standing, a Member shall not
be in default in the payment of dues or
other accounts payable to the CCFM, nor in
violation of any of the Regulations.
Section 8: Transfer of Membership.
Membership in the CCFM is not transferable.
Section 9: Annual Dues. Each
Regular, Associate, Affiliate and Corporate
Member of the CCFM shall pay annual dues, in
the amount set by a majority vote of the
Board of Directors of the CCFM, for each
yearly period beginning July 1 and ending
June 30. Annual dues shall be payable during
the first quarter (July 1 to September 30)
of each fiscal year. No member which has
terminated its membership or whose
membership has been revoked shall be
entitled to a refund of any dues.
Section 10: Voting by Representative.
Each Regular Member shall appoint and
certify to the Secretary of the CCFM a
representative to vote on behalf of such
Regular Member at any meeting of the CCFM.
Regular Members shall not be afforded the
right to cast a ballot on behalf of any
other Regular Member by proxy.
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ARTICLE III
Board of Directors
Section 1: Size and Qualification.
Business affairs of the CCFM shall be
governed by a Board of Directors (Board)
consisting of nine (9) Directors who are
elected by the Regular Members from among
the Regular Member representatives. Efforts
shall be made to maintain appropriate
representation on the Board of Regular
Member representatives involved in
construction, in maintenance and in real
estate, from large and small dioceses and
from different geographical regions.
Section 2: Powers and Duties. The
Board shall have responsibility to direct,
manage and control the business affairs of
the CCFM as set forth in these Bylaws. In
addition, certain administrative duties may
be delegated to an Executive Director at the
discretion of the Board.
Section 3: Election and Term of
Office. All Directors shall be elected
by a majority vote of the Regular Members at
the CCFM Annual Conference. The term of
office of the Directors of the CCFM shall be
three (3) years, with one third of the
Directors elected annually. A Director may
serve up to two (2) consecutive terms on the
Board. Each Director’s term shall begin at
the conclusion of the CCFM Annual Conference
at which such Director was elected, and
shall end at the conclusion of the CCFM
Annual Conference three (3) years later.
Past Directors may run for re-election for
additional terms if they have been retired
from the Board for a period of two years.
Also, past Directors may be appointed to
fill vacancies under the provisions of
Article III Section 4 regardless of this two
year period.
Section 4: Vacancies. Vacancies
on the Board, for whatever reason, shall be
filled by appointment of the President from
among the Regular Member representatives
after consultation and approval by a
majority of the Board by a mail/fax ballot
or formal meeting. Any person so appointed
and approved shall serve for the balance of
the unexpired term of the vacancy being
filled. Such appointment shall not
disqualify such an individual from being
elected to as many as two consecutive full
terms immediately upon expiration of the
term for which he/she was appointed.
Section 5: Quorum. A majority of
the Board shall constitute a quorum for the
transaction of business.
Section 6: Voting. Each Director
shall have one (1) vote on each matter
brought before the Board.
Section 7: Committees. As set
forth in Article VII, the Board shall select
all standing and special committees,
designate duties and authorize payment of
justifiable expenses. Any such committee
shall have representation of not less than
one (1) Director.
Section 8: Meetings. The Board
shall meet a minimum of once per year. Such
meeting shall be held prior to the general
business meeting at the CCFM Annual
Conference. Special meetings, including
teleconferences, shall be held only upon the
call of the President or a majority of the
Board upon seven (7) days’ notice.
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ARTICLE IV
Episcopal Moderator
Section 1: Designee. The Board
shall invite the United States Conference of
Catholic Bishops USCCB to designate a Bishop
to serve as Episcopal Moderator. The
principal function of such Moderator shall
be to serve in an advisory capacity to the
Board and to act as liaison for the CCFM
with the USCCB. In addition, from time to
time, the Episcopal Moderator may be
requested by the Board to carry out other
duties.
Section 2: Status. The Episcopal
Moderator shall be designated as an
ex-officio, non-voting Member of the Board,
and as such, shall attend all meetings of
the Board and participate in all discussions
and activities of the Board.
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ARTICLE V
Executive Officers
Section 1: Composition. Officers
of the CCFM, to be known as Executive
Officers, shall be as follows: President,
Vice President, Secretary and Treasurer. All
such Officers shall be Directors (cf.
Article III) and shall be elected at the
CCFM Annual Conference by a majority vote of
the new Board. Officers shall be elected for
a one (1) year term beginning at the
conclusion of the CCFM Annual Conference at
which they were elected, and may be
re-elected to the same or any other
Executive Office while a member of the
Board. The Board shall determine the
procedure for election of Officers.
Section 2: Removal of Officers.
Upon an affirmative two-thirds (2/3) vote of
the Directors, any Officer may be removed,
with cause, and his/her successor elected
pursuant to Section 3 following.
Section 3: Vacancies. Any vacancy
of an Executive Office shall be filled for
the balance of its term from within the
Board by election of a majority of the Board
at any scheduled or special meeting of the
Board called for such purpose.
Section 4: President. The
President shall:
- Be the Chief Executive
Officer of the CCFM;
- Preside at all meetings of
the Members;
- Be chairperson of the Board
and preside at all meetings of the
Board;
- Present at the CCFM Annual
Conference a report of the status of the
CCFM;
- Maintain direct
communication with all members of the
Board and with the Executive Director;
- Have authorization as an
Officer to sign checks or drafts on
behalf of the CCFM as approved by the
Board;
- Have all such powers as may
be reasonably construed as belonging to
the Chief Executive Officer of any
organization;
- Serve for one (1) year as
an ex-officio and non-voting member of
the Board if the end of his/her term as
President coincides with the end of
his/her time as a Director.
Section 5: Vice President. The
Vice President shall:
- Become acting President of
the CCFM, with all rights, privileges
and powers of that Office, in the event
of the absence or inability of the
President to exercise his/her office;
- Serve as an ex-officio
member of the Annual Conference
Committee;
- Have authorization as an
Officer to sign checks or drafts on
behalf of the CCFM as approved by the
Board;
- Carry out such duties as
are from time to time given him/her by
the President.
Section 6: Secretary. The
Secretary shall:
- Take responsibility to see
that the minutes of each Board meeting
are taken, transcribed, distributed to
all Board members and maintained in
appropriate files;
- Assure that the records of
the CCFM are properly maintained;
- Record, transcribe,
distribute to the Regular Members and
maintain in appropriate files the
minutes of the general meeting of the
CCFM Annual Conference;
- Carry out such duties as
are from time to time given him/her by
the President.
Section 7: Treasurer. The
Treasurer shall:
- Coordinate the fiscal
activities of the CCFM and be
responsible for directing the
fund-raising and budgetary matters of
the CCFM;
- Have authorization as an
Officer to sign checks or drafts on
behalf of the CCFM as approved by the
Board;
- Provide an annual year-end
financial statement for presentation to
the Board and the Regular Members;
- Prepare an annual budget
for review and approval by the Board for
the following fiscal year;
- See that funds from the
approved budget for the CCFM are made
available to appropriate persons for
designated expenditures;
- Carry out such duties as
are from time to time given him/her by
the President.
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ARTICLE VI
Annual Conference
Section 1: Purpose. The CCFM
shall hold an Annual Conference to provide
an opportunity for networking and for the
spiritual commitment and professional
development of the representatives of the
Regular and Associate Members of the CCFM.
Section 2: Responsibility.
Subject to the review and approval of the
Board, the Annual Conference Committee (cf.
Article VII Section 2) shall be responsible
for the planning, organization and
implementation of the CCFM Annual
Conference. The Board and the Executive
Director shall provide as much assistance
and support to the Annual Conference
Committee as is needed for the successful
accomplishment of its work.
Section 3: Attendance. Attendance
at the CCFM Annual Conference shall be
limited to representatives of Regular and
Associate Members, and to Honorary and
Affiliate Members of the CCFM, except that
observers may attend the CCFM Annual
Conference with the express prior approval
of the Annual Conference Committee and of
the Executive Committee. The attendance of
Corporate Membership is governed by Article
2, Section 6.
Section 4: Fees. Unless expressly
waived by these Bylaws or, in each
individual case, by the Board, a Conference
fee shall be required for each individual
attending the CCFM Annual Conference
pursuant to a fee schedule established by
the Annual Conference Committee and approved
by the Board.
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ARTICLE VII
Committees
Section 1: Executive Committee.
The Executive Committee shall consist of the
President, the Vice President, the Secretary
and the Treasurer of the Board. Except for
amending these Bylaws, the Executive
Committee shall have the authority to act
for the Board in all matters requiring
decisions between Board meetings, provided
that any such action taken by the Executive
Committee shall be disclosed to the Board at
the next meeting of the Board. The Executive
Committee shall meet when called by the
President.
Section 2: Annual Conference
Committee. The Annual Conference
Committee shall consist of the Vice
President and the Annual Conference
Chairperson for the current CCFM Annual
Conference and other members so designated
by the President. The Annual Conference
Committee shall be chaired by the Vice
President and shall be responsible for the
planning, organization and implementation of
the CCFM Annual Conference. Each person
serving on the Annual Conference Committee,
if not already a Director, shall be an
ex-officio non-voting member of the Board
during his/her time on said Committee. The
term of the members of the Annual Conference
Committee shall be consistent with their
respective Annual Conference commitment
and/or term of office, as the case may be.
Section 3: Nominating Committee.
A Nominating Committee, chaired by the
immediate past President and consisting of
at least two (2) Directors, shall be
appointed by the President in consultation
with the Board. The term of such members
comprising the Nominating Committee shall be
one (1) year. It shall be the responsibility
of the Nominating Committee to prepare, for
approval by the Board, a slate of nominees
consisting of the names of individuals
active in the CCFM who are proposed for
vacancies on the Board. In preparing this
slate, the Nominating Committee shall openly
solicit nominations from all Regular Member
representatives of the CCFM, and shall give
consideration to balancing membership on the
Board by individuals a) involved in
construction, in maintenance and in real
estate, b) from large and small dioceses and
c) from different regions of the country.
Section 4: Other Committees. The
Board shall be empowered to establish
committees, on an as-needed basis, comprised
of either CCFM Member representatives or
non-members. At least one (1) Director shall
be a member of any such committee.
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ARTICLE VIII
Fiscal Year
Section 1: Fiscal Year. The
fiscal year of the CCFM shall commence on
July 1st and end on June 30th.
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ARTICLE IX
Amendments
Section 1: Amendments. Except for
the Sections hereof regarding Membership,
the method of electing Directors and their
term of office, these Bylaws may be amended
at any time by the affirmative two-thirds
(2/3) majority vote of the Board. These
Bylaws may also be amended, in whole or in
part, by a majority vote of at least
fifty-one percent (51%) of the Regular
Member representatives present and voting at
a CCFM Annual Conference.
Section 2: Notice.
- If an amendment is proposed
for adoption by the Regular Members at a
CCFM Annual Conference, the reason for
and the complete text of the proposed
amendment shall be sent to the Regular
Members at least (3) days prior to the
CCFM Annual Conference at which such
proposed amendment is to be voted upon.
- If the Board amends these
Bylaws, the reason for and the complete
text of the amendment shall be mailed to
the Regular Members promptly after the
adoption of the amendment and, in
addition, a copy thereof shall be given
to each Regular Member representative at
the next CCFM Annual Conference.
Section 3: Current Bylaws. The
Secretary shall cause a copy of these
Bylaws, with all current amendments
incorporated therein or attached thereto, to
be maintained at the office of the CCFM. Any
Member in good standing shall be entitled to
receive a copy of the current Bylaws upon
request therefor.
* * *
* *
I, the undersigned, hereby certify that I
am the presently elected and acting
Secretary of the Conference For Catholic
Facility Management, a non-profit voluntary
organization, and that the attached Bylaws,
consisting of eight (8) pages, are the
Bylaws of this organization as adopted at a
general meeting of the Regular Members of
the organization held on April 28, 1998, in
the City of Newport, Rhode Island, and as
amended at a general meeting of the said
Members held on April 30, 2000, in the City
of Atlanta, Georgia, and again at a general
meeting of the said Members held on April 9,
2003 in the city of San Diego, California,
and that since such meeting the attached
Bylaws have not been modified or amended and
therefore are an remain in full force and
effect.
Dated this 9th day of April,
2003, at San Diego, California.
____________________________________________
Maureen O’Brien, Secretary