Board of Directors Approved June 11, 2016

National Council Approved September 3, 2016

141

Resolution

Society St. Vincent de Paul, Inc.

National Board of Directors Meeting

April 21, 2016

Amendment of National Bylaws - Ad Hoc and Standing Committees

Whereas,Article24oftheNationalCouncilBylawsreferstoStandingandAdHocCommittees;

and

Whereas,theNationalCouncilrecognizestheneedtoformAdHocorSpecialCommitteesorTask

ForceswithoutthedelaycausedbywaitingforameetingoftheNationalCouncil;and

Whereas, an AmendmentofArticle24oftheNationalBylaws isneededtorectifythispotential problem, and

Whereas, theNationalCouncilbelievesthetermsStandingCommittee,AdHocCommittee, SpecialCommitteeandTaskForceshouldbedefinedinordertoavoidconfusion;and

Whereas, Article24 as written provides in the first paragraph that the National Council can form and/or disband such committees as it deems necessary and appropriate but also provides in the last paragraph the Ad Hoc or Sub-committees can be established or dissolved by the National Council President in consultation with the Board of Directors; and

Whereas,it is desirable to confirm which of the existing Standing Committees were formed by the National Council;

Now, Therefore be it resolved thatthe definitionsofthe termsStandingCommitteeandAdHoc CommitteeshallbethosesetforthonExhibit A attachedhereto;and

Further resolved thatthe Standing Committees listed on Exhibit B attached hereto are, to the extent not previously acted upon by the National Council, found to be necessary and appropriate and are hereby officially formed by the National Council; and

Further resolved thatArticle 24oftheBylawsoftheNational CouncilisherebyAmendedto readassetforthinExhibitCattachedhereto.

The category of this Resolution is Bylaws

Resolutionnumber: 04-21-2016-141 Standing and Ad Hoc Committees

Revised April 26, 2016

EXHIBITS

EXHIBITA

  1. The term "Standing Committee" shall mean a committee constituted to perform a continuing function that is essential to the good governance of the Society. A standing Committee is permanent.
  1. Theterm"AdHocCommittee"shallincludethosedesignatedasSpecialCommitteesandTaskForces.ATaskForceisatemporarygroupingofmembersunderoneleaderfor thepurposeofaccomplishingadefiniteandspecificobjective. ASpecialorAdHoc Committeeisonethatisformedtooverseeorperformspecificfunctionsandtasks relatingtodesignatedactivitiesoftheSociety.

EXHIBITB

ThefollowingStandingCommitteesare,totheextentnotpreviouslyacteduponbythe NationalCouncil,deemedtobenecessaryandappropriateandtheformationofsuch are herebyapprovedbytheNationalCouncil:

StandingCommittees:

I. AuditCommittee

2. NationalConciliationCommittee

3. NationalExecutiveCommittee

4. NationalFinanceCommittee

5. NationalGovernanceCommittee

EXHIBITC

Article 24 of the Bylaws of the National Council of the United States, Society of St. Vincent dePaul,Inc., is hereby amended as follows:

The first paragraph of Article 24 of the Bylaws of National Council of the United States, Society of St. Vincent de Paul, Inc., is hereby amended to read as follows:

"If the National Council deems it necessary and appropriate, Standing Committees can be formed. Only the National Council can dissolve a Standing Committee. The National Council President afterconsultation with the Board of Directors in person, in writing, by facsimile or in any electronic manner can establish or dissolve an Ad Hoc or Special Committee or any Task Force or the Board ofDirectors acting on its own may form such Ad Hoc or Special Committee or Task Force as it may deem necessary and appropriate.

The NationalCouncil delegates to its Board of Directors the power to establish the charges for all such committees through Board resolutions."

The last paragraph is stricken in its entirety .

Revised April 26, 2016