Board of Directors Approved January 21, 2017Pending Answers to Questions

Foundation Bylaws adding language under Article 12, Section 7 limiting the spending authority of the CEO of the Foundation to an amount as defined annually by the Board of Directors of the Foundation was approved May 6, 2017

145

Resolution

Society St. Vincent de Paul, Inc.

National Board of Directors Meeting

August 31, 2016

National Council Foundation Bylaws

Whereas Resolution 144 requires that the National Council Board of Directors approve and recommend to the National Council any bylaws for a new foundation; and

Whereas, the National Board of Directors has the responsibility to approve the Foundation’s Bylaws;

Therefore be it resolved that the National Board of Directors approves the attached Bylaws of the National Council Society of St. Vincent de Paul Foundation.

The category of this Resolution is Development

Resolution number: 08-31-2016145National Council Foundation Bylaws

GENERALSECTION

Article I - OFFICIAL NAME OF THE ORGANIZATION

The name of the Corporation is the National Council Society of St. Vincent de Paul Foundation

(Hereinafter“Foundation”).

Article II – LOCATION OF PRINCIPAL OFFICE and CORPORATE SEAL

Section 2.1 Offices. The Foundation’s principal office shall be at 58 Progress Parkway,Maryland Heights,Missouri.The business of the Foundation shallbetransacted at such place or places as is determined from time to time by the Foundation’s Board ofDirectors.

Section 2.2Seal. The Corporation shall have no corporate seal.

Article III – MISSION, PURPOSE AND OBJECTIVES

Section 3.1 Mission. The Mission of the Foundation shall be the same as the mission of the National Council. Society of St. Vincent de Paul (National Council), an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code (IRC).

“InspiredbyGospelvalues,theSocietyofSt.VincentdePaul,aCatholiclayorganization,leadswomenandmentojointogethertogrowspirituallybyofferingperson-to-personservicetothosewhoareneedy and suffering in the tradition of its founder, Blessed Frédéric Ozanam, and patron, St.VincentdePaul.AsareflectionofthewholefamilyofGod,Members,whoareknownasVincentians,aredrawnfromeveryethnicandculturalbackground,agegroup,andeconomiclevel.Vincentiansareunited in an international society of charity by their spirit of poverty, humility and sharing, whichis nourishedbyprayerandreflection,mutuallysupportivegatheringsandadherencetoabasicRule. Organized locally, Vincentians witness God’s love by embracing all works of charity and justice.The Societycollaborateswithotherpeopleofgoodwillinrelievingneedandaddressingitscauses,makingno distinction in those served, because in them Vincentians see the face ofChrist.”

Society of St. Vincent de Paul National Council’s MissionStatement

Section 3.2Purpose. The Foundation is organized exclusively as a charitable, religious and educational nonprofit supporting organization for the sole purpose of soliciting funds for purposes permitted under Section 501(c)(3) of the IRC in accord with its Mission set forth in section 3.1 above and distributing said funds pursuant to Section 509(a)(3) of the IRC or any corresponding section of any future tax code, to the National Council. The Foundation will organize and manage a national, major gift fundraising effort to provide support solely to the National Council’s charitable mission.

Section 3.3Statement of Objectives. In support of its purpose, the Foundation may:

  1. Solicit large gifts from corporations, national giving foundations, and affluent individuals who support the mission of the National Council.
  1. Recruit and train a Board of Directors and volunteers with the primary focus of raising funds in sole support of the National Council.
  1. Build an endowed fund to support the sustained efforts of the National Council in accordance with Sections 501(c)(3) and 509(a)(3) of the IRC, or any amendments thereto.

Article IV - MEMBERSHIP OF THECORPORATION AND RESERVED POWERS

The Foundation shall not have members or shareholders; in lieu of members, the Foundation shall have an appointed Board of Directors, as set forth in Article V of these Bylaws.

Section 4.1Reserved Powers. In accordance with the provisions of Section 509(a)(3) of the IRC, the following powers shall be reserved to the National Council’s Board of Directors:

  1. To appoint and remove the Directors of the Foundation;
  2. To approve or reject amendments to these Bylaws, if such amendments originate with the Foundation’s Board of Directors;
  3. To approve or reject any merger, consolidation, reorganization or dissolution of the Foundation;
  4. To receive from the Foundation’s Board of Directors an annual report of the operation and annual financial reports of the Foundation;

Article V – FOUNDATION BOARD OF DIRECTORS

Section 5.1 Election. The National Council Board of Directors shall appoint the initial Board of Directors of the Foundation. Thereafter, theFoundation’s Board of Directors shall nominate members to its Board of Directors . The National Council Board of Directors shall approve each nominee in order for the nominee to qualify as a member of the Foundation Board of Directors.

The Foundation’s Board of Directors shall adopt policies and conduct its business in a manner that is consistent with the values associated with Catholic Social Teachings.

Section 5.2General Function Powers: The Foundation’s Board of Directors shall:

  1. Plan and execute the raising of resources to help meet the operation and capital needs of the National Council to help meet its Mission;
  2. Establish, oversee and grow an endowment fund, earnings of which shall be made available for operation and capital needs of the National Council to carry outs its Mission;
  3. Receive resources from various sources to carry out its organizational purpose;
  4. Serve as the steward of properties and facilities donated for the purpose of raising funds in support of the National Council’s Mission;
  5. Invest the assets of the Foundation in accord with a written investment policy for the functions outlined in the Bylaws;
  6. Promote the Foundation and National Council to the public, funders, and potential funders.

Section 5.3GovernanceResponsibilities. Governance responsibilities of the Foundation’s Board of Directors shall include but are not limitedto:

  1. Develop and approve a Budget for the Foundation;
  2. Develop and recommend policies or standard operating procedures which are consistent with limits placed upon the Foundation by these Bylaws, National Council’s THE RULE (Operational Manual), the Foundation’sArticlesof Incorporation, and federalorstatelaws;
  3. Review and accept the Foundation’s AnnualAudit;
  4. Approve the Annual Report of theFoundation;
  5. Recommend to the National Council’s Board of Directors the adoption of, or amendments to, the Articles of Incorporation and theBylaws;
  6. Develop Foundation guidelines for acceptance of gifts which shall be consistent with the National Council’s donor and partnership discernment policy.
  7. Reviewandevaluatetheleadership,mission,andresultsandplanningoftheFoundation.
  8. Develop Foundation guidelines for entering into contracts with individuals, corporations, and foundations for pledge contributions, major gifts, pilot projects that benefit the mission of the National Council. Such guidelines shall be consistent with the National Council’s donor and partnership discernment policy.
  9. The guidelines established in Paragraphs 6 and 8 above must be approved by the National Council Board of Directors prior to going into effect.

Section 5.4Board Composition. There shall be not less than seven (7) or more than twenty-seven (27) voting members of the Foundation’s Board of Directors.

  1. The Foundation Board of Directors shall be comprised of: National Council representatives; individuals employed by national corporations and foundations; and/or individuals who are interested in advancing the purpose of the Foundation.
  1. The National Council President shall appoint up to two (2) National Council representativesto serve as voting members of the Board of Directors of the Foundation.
  1. The Chief Executive Officer of the National Council shall concurrently serve as Chief Executive Officer of the Foundation and shall serve as an Ex Officio, non-voting member of the Foundation Board of Directors.

The National Council CEO will serve as the Foundation CEO so long as his/her employment is in effect.

Section 5.5 Term. The Foundation’s Board of Directorsshall serve up to three (3) consecutive two-year terms. Terms begin with the start of the Fiscal Year.

In the case of mid-term appointments of Board Members, the time between Board Members’ appointment and the beginning of next Fiscal Year shall not be considered when calculating the term limits.

Section 5.6 General Meetings. Meetingsshall beheldinaspiritoffriendship,simplicityandChristianjoy.

Meetings shall be carried out under the rules of “common courtesy and respect” but may, as determined by the Foundation’s Chair, be managed in accordance to the latest Robert’s Rules of Order.

Section 5.7 BoardMeetings. The Foundation’s Board of Directors shall meetatleastfour(4)timesayear.TheBoardshalldecideuponascheduleofregularmeetings. In lieu of a physical Board meeting, meetings may be held electronically, or by means of atelephoneconferencecall as permitted by law.

Section 5.8ExecutiveSession Meetings. The Foundation’s Board of Directors mayconveneanexecutivesessionoftheBoardby two thirds (2/3) vote of those Board Members present ata meeting at which a quorum ispresent.

Section 5.9 Special Meetings. Special Meetings of the Foundation’s Board of Directors shall be called upon the request of the Chief Executive Officer, Foundation’s Chair, or one-third (1/3) of the Foundation’s Board of Directors. Special meetings may only be held with a quorum of the Foundation’s voting members of the Board of Directors present.

Section 5.10 Directors may be notified of regular or special Board meetings by overnight mail, regular mail, in person, by telephone or email (return receipt) at least ten days in advance of the time of holding such meeting. Said notice must include: date, time, place, tentative agenda and whether the meeting is open or closed.

Section 5.11 Waiver ofNotice. Board meetingsheldwithoutnoticeshallbevalidifeach member of the Foundation’s Board of Directorsentitled tonotice(i)attendsthemeetingwithoutprotestinglackofnoticeeitherbeforeorwhensuchmeetingconvenes; and signsawrittenwaiverofnoticeorawrittenconsentto(a)theactionbeingtaken,(b)conveningofthemeeting,or(c)approvaloftheminutesofthemeeting,eitherbeforeorafterthemeeting;and(ii)suchwrittenconsentsorapprovalsarefiledwiththeminutesofthemeeting.

Section 5.12Quorums, Proxies and Open Meeting Policy. A simple majority of the voting members of the Foundation’s Board of Directors shall constitute aquorum.

Section 5.13Proxies. Proxies shall not beallowed.

Section 5.14OpenMeetings. All meetings and related documents of the Foundation’s Board of Directors shall be made open and available to the National Council’s Board of Directors, Chief Executive Officer, and the National Council’s President.

ThisdoesnotprecludetheFoundation’s Board of Directors fromgoingintoexecutiveorclosedsessionduringameeting. The minutes of the closed session shall not be reported in general minutes, but in a separate document.

Section 5.15VotingProcedures. Each voting memberoftheFoundation’s Board of Directors shall haveonevote.

Onceaquorumispresentatameeting,asimple majority of those eligible to a vote is required to approve or disapprove a resolution.

Section 5.16Resolutions. TheFoundation’s Board of Directors shall initiateactionsby theadoptionofresolutions.Resolutionscanrelatetoapprovalofspecific items or indicate continuing approval, such as, spending limits.

The Foundation’s Board of Directors fromtime-to-timemayadoptastandard operatingproceduregoverningsubmissionofresolutions.Outsideofa meeting, a simple majority of all Foundation’s Board of Directors may adopt a resolution by electronicorunanimouswritten consent, unless prohibited by law.

Section 5.17Removal from Office. Any member of the Foundation’s Board of Directors may be removed from the Board by vote of the National Council’s Board of Directors or vote of two-third (2/3) of the sitting members of the Foundation’s Board of Directors.

Section 5.18Compensation. Foundation’s Board of Directors shall not receive compensation for services. However, the Foundation’s Board of Directors may elect to reimburse Board members for expenses incurred on behalf of the Foundation provided the Board determines that such expenses are reasonable and necessary in the conduct of the Foundation’s business.

ARTICLE VI – FOUNDATION OFFICERS

Section 6.1Officers. The Foundation shall have the following officers: Chairman, Vice-Chairman, Secretary, and Treasurer.

Officers shall serve up to three (3) consecutive two-year terms. Terms begin with the start of the Fiscal Year.

In the case of mid-term appointment of Officers, the time between Officer’s appointment and the next Fiscal Year shall not be considered when calculating the term limits

Section 6.2Chairman. The Chairman shall preside at all meetings of Foundation’s Board of Directors and shall have the duties and powers accorded to the office of Chair as described in Robert’s Rules of Order. In addition, the Chair shall have those powers specified in these Bylaws which include, but shall not be limited to, the power to: create and remove committees; and represent the Board in signing contracts. The Chairman will be elected by the Foundation’s Board of Directors.

Additional duties listed below, but not limited to:

  1. Serve as ex-officio member of all Foundation’s committees;
  2. Submit quarterly reports of the Foundation’s activities to the National Council Board of Directors via the Chief Executive Officer or National Council Representative(s).
  3. Assist in the development and coordination of fundraising goals and activities.
  4. Assign duties to any member of the Foundation’s Board of Directors to help the organization achieve its Mission.
  5. To represent the Foundation at outside meetings.

Section 6.3 Vice - Chairman. The Vice-Chairman shall be nominated by the Chairman and elected by theFoundation’s Board of Directors. In the absence of the Chair, the Vice-Chair shall have the duties and powers of the Chair. In the event of the Chair’s death, termination, or incapacity, the Vice-Chair shall exercise the duties of the Chair until such time as the Foundation’s Board of Directors shall choose to fill the vacated office. Additionally, the Vice-Chair shall carry out other duties as assigned by the Chair.

Section 6.4Secretary. The Secretary shall be nominated by the Chairman and elected by theFoundation’s Board of Directors. The Secretary shall be responsible for the supervision of all official records of the Foundation’s Board of Directors and shall preside in the absence of the Chair and Vice-Chair for the purpose of conducting meetings of the Board of Directors.

Section 6.5Treasurer. The Treasurer shall be appointed by the Chairman and elected by the Foundation’s Board of Directors. The Treasurer shall oversee the keeping of all financial records of the Foundation and serve as the Chair of the Foundation’s Finance and Investment Committee, if created.

Section 6.6SpiritualAdvisor. The Spiritual Advisor shall be appointed by the President of the National Council. The Spiritual Advisor shall not be an officer of the Foundation.

Section 6.7Chief Executive Officer. The Chief Executive Officer shall ensure the coordination between the goals and objectives of the National Council and the goals and objectives of the Foundation.

ARTICLE VII – FOUNDATION COMMITTEES

Section 7.1Committees. Thenumberofstandingcommitteesshallbedeterminedbythe Foundation’s Board of Directors.

Except as specified in these Bylaws, the Chairman of the Foundation’s Board of Director shall appoint and remove all committee members. Where advisable, committee members may be selected from outside the membershipof the Foundation’s Board ofDirectors.

All Foundation committees shall:

  1. Adopt and maintain the rulesnecessarytoconductitsduties;
  2. Keep and submit minutes of itsmeetings to the Foundation’s Board of Directors;
  3. Be prohibited fromcontracting,orbecomeindebted,except as authorized by the Foundation’s Board of Directors.

Section 7.2Executive Committee. The Chairman of the Foundation shall serve as Chair of the Executive Committee. The Foundation’s Officers shall serve as members. The Committee shall determine the agenda, establish the meeting dates, document activities of the meetings and submit meeting minutes to the Foundation’s Board of Directors. Except for the power to vote to amend the Article of Incorporation, Bylaws, and Policies, the Executive Committee shall have all of the power and authority of the Foundation’s Board of Directors in the intervals between meetings of the Foundation’s Board of Directors, subject to the direction and control of the Foundation’s Board of Directors. Other activities can include, but may not be limited to: Strategic Planning, Fundraising, Personnel, Finance, Audit, and Special Task forces.

Article VIII – CHIEF OPERATINGOFFICER

Section 8.1Chief Operating Officer. The Chief Executive Officer may designate a Chief Operating Officer of the Foundation in consultation with the Foundation’s Board Chairman.

Section 8.2Duties andAuthority. TheDutiesandAuthoritiesoftheChiefOperatingOfficershallincludebutnotlimitedtothefollowing:

  1. Shall serve as a non-voting member of the Foundation’s Board of Directors.
  2. Shallexecutealldeeds,mortgages,bonds,contractsandotherdocuments, with Foundation’s Board of Directors authorization.
  3. Shall execute joint ventures, and collaborative partnerships with otheragencies with Foundation’s Board of Directors authorization.
  4. Shallhavetheauthoritytoemploy,dismiss,defineandsupervisethedutiesoftheemployees.
  5. Shall have the authority to establish the salaries of employees based on performance,policy,budget and program constraints andguidelines.
  6. Shall be an ex-officio member of all standingcommittees.
  7. Shall prepare, in conjunction with the Treasurer, the annual budget to be approved bythe Foundation’s Board of Directors.
  8. Shall have the authority to enter into a lease, contract, or otherwise obligate the Foundation within the frame of the budget approved by Foundation’s Board of Directors. This authority shall not be in excess of $10,000 annually or such sum approved by the Chief Executive Officer.
  9. Shallhavetheauthoritytoenterintoanycooperativeagreementwithanotherorganizationororganizations. This authority shall not be in excess of $10,000 annually or such sum approved by the Chief Executive Officer.
  10. Shall, along with the Board Treasurer, designate the depository or depositories forthefunds of the corporation, and shall be the signatories with respect to the deposits in andthewithdrawalsfrom,andtheobligationsagainsttheaccountoraccounts,inaccordancewith procedures, which the Foundation’s Board of Directors shallestablish.

Article IX – AUTHORIZATIONS, BUDGET, RESTRICTIONS AND SPEICAL CORPORATE ACTS

Section 9.1Authorization. The Foundation’s Board of Directors shall authorize by resolution which officer(s) may sign and issue all corporation checks, drafts or other orders for payment of money, and notes or other evidence of indebtedness. The Board of Directors shall also determine by resolution the manner in which these documents will be signed and issued.

Section 9.2 Foundation Budget. A Budget shall bepreparedby the Chairman of the Foundation’s Board of Directors, the Treasurer and ChiefOperatingOfficer, if one has been designated,inconjunction with any such committee that may be established by Chairman.

After Chief Executive Officer’s review, the budgetshallbesubmitted tothe Foundation’s Board of Directors for approval two(2)monthspriortothebeginning ofthefiscalyear.

Afteradoptionofthebudgetbythe Foundation’s Board of Directors anyexpenditureexceeding$10,000 must be approved in writing by the National Council’s Chief Executive Officer.

Section 9.3Restrictions on Foundation’sAuthority. Notwithstanding anything to the contrary herein, the Foundation must obtain written approval of the National Council’s Chief Executive Officer to: