CSWNA Foundation Bylaws

BYLAWS (OR CODE OF REGULATIONS) OF

THE CATHOLIC SOCIAL WORKERS NATIONAL ASSOCIATION FOUNDATION

AN OHIO 501(c)(3) NONPROFIT CORPORATION

(December 9, 2009)

ARTICLE I

NAME, PURPOSE AND DEDICATION OF ASSETS

SECTION 1: NAME AND PURPOSE OF ORGANIZATION

The name of the corporation is The Catholic Social Workers National Association Foundation

(hereinafter, the “CSWNA Foundation” or “Foundation”). Organized exclusively for religious, educational,

and charitable purposes, the CSWNA Foundation is a nonprofit corporation under Chapter 1702 of the

Ohio Nonprofit Corporation Law, Title 7, Articles 20 through 29, of the Ohio Revised Statutes. The

CSWNA Foundation is also a nonprofit corporation under Section 501(c)(3) of the Internal Revenue

Code.

The purpose of the CSWNA Foundation is (1) to advance the teachings of Jesus Christ and his Church,

and to respond to the call of the late Pope John Paul II, to bring forth a “Culture of Life and Civilization of

Love,” by promoting Catholic social teachings, particularly in the area of social work, and among

professional social workers, so that they may live out their baptismal call by being the hands and feet of

Christ, and (2) to conduct other programs and activities in keeping with the mission and purpose of the

Catholic Social Workers National Association (a professional membership association and IRS

recognized 501(c)(6) organization), and in keeping with and faithful to the Magisterium (the teaching

authority) of the Catholic Church.

This corporation is organized exclusively for religious, educational, and charitable purposes as specified

in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of

distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal

Revenue Code, or corresponding section of any future federal tax code.

Notwithstanding any other provision of these Articles, this corporation shall not carry on any other

activities not permitted to be carried on (1) by a corporation exempt from federal income tax under

Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax

code, or (2) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal

Revenue Code, or the corresponding section of any future federal tax code.

No substantial part of the activities of this corporation shall consist of carrying on propaganda, or

otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the

Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the

publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any

candidate for public office.

SECTION 2: DEDICATION OF ASSETS TO EXEMPT PURPOSES

The property of this corporation is irrevocably dedicated to religious, educational, and charitable purposes

and no part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its

Members, Directors, officers or other private persons, except that this corporation shall be authorized and

empowered to pay reasonable compensation for services rendered and to make payments and

distribution in furtherance of the purposes set forth in the Articles of Incorporation.

Upon dissolution of this corporation, the Board of Directors shall, after paying or making provisions for the

payment of all debts and liabilities of this corporation, distribute all remaining assets of the corporation to

one or more exempt Catholic organizations, for religious, educational, and charitable purposes within the

meaning of Section 501(c)(3) of the Internal Revenue Code. Any such assets not so disposed of shall be

disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the

corporation is then located, exclusively to one or more exempt Catholic organizations, for religious,

educational, and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue

Code, as such Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE II

BOARD OF DIRECTORS

SECTION 1: CORPORATE POWERS EXERCISED BY BOARD OF DIRECTORS AND MEMBERS

Except as otherwise required by Chapter 1702 of the Ohio Nonprofit Corporation Law, and any limitations

in the Articles of Incorporation and Bylaws, the activities and affairs of the CSWNA Foundation shall be

conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors

and the Members.

SECTION 2: NUMBER, QUALIFICATION AND TERM OF DIRECTORS

The corporation shall have at least three Directors and collectively they shall be known as the Board of

Directors. Each Director of this corporation shall be a faithful Catholic -- practicing the Faith in

accordance with the teachings of the Magisterium of the Catholic Church. Each shall serve an indefinite

term of years. Vacancies on the Board of Directors shall be filled by appoint of the Members. Likewise,

the Members may remove any Director, with or without cause, from the Board of Directors.

Directors shall not receive salaries for their services. However, actual and reasonable expenses incurred

in the performance of their duties may be reimbursed.

SECTION 3: DUTIES OF DIRECTORS

It shall be the duty of the Directors, acting as a Board, to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of

Incorporation of the CSWNA Foundation, or by the Bylaws;

(b) Appoint and remove, employ and discharge, and, except as otherwise provided in the Bylaws,

prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the

CSWNA Foundation; and

(c) Meet at such times and places as required by the Bylaws.

SECTION 4: MEETINGS OF THE BOARD OF DIRECTORS

The Board shall meet at least once a year at a time and place as the Board may determine, and hold

such additional meetings, including by means of conference call, as may be from time to time determined

by this Board to be appropriate. All meetings of the Board shall be held upon four (4) days' notice by firstclass

mail or twenty four (24) hours' notice delivered personally or by telephone or FAX or email. Notice

shall be deemed to be delivered on its deposit in the mail or on its communication via telephone, FAX or

computer. Directors may waive notice of any meeting.

SECTION 5: QUORUM FOR MEETINGS

A quorum shall exist as long as half or more of all the Directors of the corporation are present (including

via conference call) at the meeting. Except as otherwise provided in the Bylaws or in the Articles of

Incorporation of the corporation, or by law, no business shall be considered by the Board at any meeting

at which a quorum is not present, and the only motion which the Chair shall entertain at such meeting is a

motion to adjourn.

The Directors present at a duly called and held meeting at which a quorum is initially present may

continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of

Directors from the meeting, provided that any action thereafter taken must be approved by at least a

majority of the required quorum for such meeting or such greater percentage as may be required by law,

or the Articles of Incorporation or Bylaws of the corporation.

SECTION 6: MAJORITY ACTION AS BOARD ACTION

Every act or decision made by a majority of the Directors present at a meeting duly held at which a

quorum is present is an act of the Board of Directors, unless the Articles of Incorporation or Bylaws of the

corporation, or provisions of Chapter 1702 of the Ohio Nonprofit Corporation Law, particularly those

provisions relating to appointment of committees, approval of contracts or transactions in which a Director

has a material financial interest and indemnification of Directors, require a greater percentage or different

voting rules for approval of a matter by the Board.

SECTION 7: CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or, if no such

person has been so designated or, in his or her absence, the President or, in his or her absence, by the

Vice President or, in the absence of each of these persons, by a Chairman chosen by a majority of the

Directors present at the meeting. The Secretary shall act as secretary of all meetings of the Board,

provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary

of the Meeting.

When deemed necessary by the Chairman, meetings shall be governed by Robert’s Rules of Order, as

such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict

with the Bylaws, with the Articles of Incorporation of the corporation, or with provisions of law.

SECTION 8: ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors under any provision of law may be

taken without a meeting -- if all Directors of the Board shall individually or collectively consent in writing

to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the

Board. Such action by written consent shall have the same force and effect as the unanimous vote of the

Directors. Any certificate or other document filed under any provision of law which relates to action so

taken shall state that the action was taken by unanimous written consent of the Board of Directors without

a meeting and that the Bylaws of the corporation authorize the Directors to so act, and such statement

shall be prima facie evidence of such authority.

ARTICLE III

MEMBERS

SECTION 1: DETERMINATION OF MEMBERS

The Members of the CSWNA Foundation are the founder and initial Directors of the CSWNA Foundation

listed in the organizational meeting minutes or consent. The Members shall specify by resolution who is

to be added or removed from the Members.

If this corporation has no Members -- or those serving as the Members are one and the same as those

serving on the Board of Directors -- then any action which would otherwise, under law or the provisions

of the Certificate of Incorporation or Bylaws of this corporation, require approval by the Members, shall

only require the approval of the Board of Directors.

SECTION 2: DUTIES AND POWERS OF THE MEMBERS

The following duties and powers are reserved exclusively to the Members:

(a) To determine the philosophy and objectives of the CSWNA Foundation;

(b) To adopt amendments to the Articles of Incorporation and Bylaws;

(c) To appoint, elect or remove Directors to the Board of Directors;

(d) To purchase, sell, lease, transfer or encumber any real or personal property of the CSWNA

Foundation;

(e) To affiliate, merge or consolidate the CSWNA Foundation with any other corporation; and

(f) To dissolve the existence of the CSWNA Foundation as a corporation.

ARTICLE IV

OFFICERS

SECTION 1: OFFICERS

The corporation shall have the following officers, appointed by the Board:

President,

Secretary, and

Treasurer.

The corporation may have the following additional officers, appointed by the Board:

One or more Vice-Presidents,

Executive Director, and

Director.

Officers may receive reasonable salaries, set by the Board, for performance of services. Actual and

reasonable expenses incurred in the performance of their duties may be reimbursed.

SECTION 2: TERMS OF OFFICERS

The corporation’s Officers shall hold a particular office for an indefinite term, until a successor is

appointed by the Board.

SECTION 3: POWERS AND DUTIES OF THE PRESIDENT

The President shall be the chief executive officer of the corporation and shall, subject to the control of the

Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He

or she shall perform all duties incident to his or her office and such other duties as may be required by

law, by the Articles of Incorporation of the corporation, or by the Bylaws, or which may be prescribed from

time to time by the Board of Directors. Unless another person is specifically appointed as Chairman of the

Board of Directors, he or she shall preside at all meetings of the Board of Directors. Except as otherwise

expressly provided by law, by the Articles of Incorporation, or by the Bylaws, he or she shall, in the name

of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which

may from time to time be authorized by the Board of Directors.

SECTION 4: DUTIES OF THE VICE PRESIDENT

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President

shall perform all the duties of the President, and when so acting shall have all the powers of, and be

subject to all the restrictions on, the President. The Vice President shall have other powers and perform

such other duties as may be prescribed by law, by the Articles of Incorporation, or by the Bylaws, or as

may be prescribed by the Board of Directors.

SECTION 5: DUTIES OF THE EXECUTIVE DIRECTOR

The Executive Director of the corporation shall, subject to the control of the Board of Directors and the

President, supervise and control the day-to-day affairs of the corporation and the activities of other

employees. He or she shall perform all duties incident to his or her office and such other duties as may

be required by law, by the Articles of Incorporation of the corporation, or by the Bylaws, or which may be

prescribed from time to time by the Board of Directors.

SECTION 6: DUTIES OF THE DIRECTOR

The Director of the corporation shall, subject to the control of the Board of Directors, the President and

the Executive Director, supervise the day-to-day affairs of the corporation and the activities of other

employees and report to the Executive Director. He or she shall perform all duties incident to his or her

office and such other duties as may be required by law, by the Articles of Incorporation of the corporation,

or by the Bylaws, or which may be prescribed from time to time by the Board of Directors.

SECTION 7: DUTIES OF THE SECRETARY

The Secretary shall attend all meetings of the Board and shall record the minutes of all transactions at

each meeting in a book to be kept for that purpose, wherein shall also be a record of all the votes of the

Board. The Secretary shall give or cause to be given notice of all meetings of the Board and perform

such other duties as may be prescribed by the Board.

SECTION 8: DUTIES OF THE TREASURER

The Treasurer shall:

(a) have charge and custody of, and be responsible for, all funds and securities of the corporation, and

deposit all such funds in the name of the corporation in such banks, trust companies, or other

depositories as shall be selected by the Board;

(b) receive, and give receipt for, monies due and payable to the corporation from any source whatsoever;

(c) disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of

Directors, taking proper vouchers for such disbursements;

(d) keep and maintain adequate and correct accounts of the corporation's properties and business

transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(e) exhibit at all reasonable times the books of account and financial records to any Director of the

corporation, or to his or her agent or attorney, on request therefore;

(f) render to the President and Directors, whenever requested, an account of any or all of his or her

transactions as Treasurer and of the financial condition of the corporation;

(g) prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be

included in any required reports; and

(h) in general, perform all duties incident to the office of Treasurer and such other duties as may be

required by law, by the Articles of Incorporation of the corporation, or by the Bylaws, or which may be

assigned to him or her from time to time by the Board.

ARTICLE V

MISCELLANEOUS

SECTION 1: MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office in the State of Ohio:

(a) Minutes of all meetings of Directors, committees of the Board and, if this corporation has Members, of

all meetings of Members, indicating the time and place of holding such meetings, whether regular or

special, how called, the notice given, and the names of those present and the proceedings thereof;

(b) Adequate and correct books and records of account, including accounts of its properties and

business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(c) A record of its Members, if any, indicating their names and addresses and, if applicable, the class of

Membership held by each member and the termination date of any Membership;

(d) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be

open to inspection by the Members, if any, of the corporation at all reasonable times during office hours.

SECTION 2: CORPORATE SEAL

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the

principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not

affect the validity of any such instrument.

SECTION 3: FISCAL YEAR OF THE CORPORATION

The fiscal year of the corporation shall begin on January 1 and end on December 31 of each year.

SECTION 4: COMMITTEES

The Board of Directors, or the Chairman of the Board with the approval of the Board, may appoint

Committees, including but not limited to the following:

Advisory Committee: This Committee shall advise the Board of Directors on matters affecting Catholic

apostolates and nonprofit organizations, and shall consist of individuals who are part of, have served or

have a certain expertise in apostolates similar to that of the CSWNA Foundation.

Finance Committee: This Committee shall advise the Board of Directors on financial matters and shall

prepare the corporation’s annual budget, and shall consist of the Treasurer and one or more Directors.

Executive Committee: This Committee shall consist of the President, Vice President, Executive Director,

and Director. This Committee may be assigned other duties, from time to time, as deemed necessary by

the Board of Directors.

SECTION 5: EXECUTION OF INSTRUMENTS

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any

officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the

name of and on behalf of the corporation, and such authority may be general or confined to specific

instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind

the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for

any purpose or in any amount.

SECTION 6: CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise

required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence

of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President

of the corporation.

SECTION 7: DEPOSITS

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such

banks, trust companies, or other depositories as the Board of Directors may select.

SECTION 8: DIRECTORS’ AND MEMBERS’ INSPECTION RIGHTS

Every Director and Member shall have the absolute right at any reasonable time to inspect and copy all

books, records and documents of every kind and to inspect the physical properties of the corporation.

SECTION 9: ADOPTION OF BYLAWS AND AMENDMENTS

The initial Bylaws of the corporation shall be adopted at the corporation’s organizational meeting by at

least a two-thirds majority of the Directors and Members. The Articles of Incorporation and Bylaws may

be amended at any later Board meeting by a two-thirds vote of those Directors present and by a twothirds

vote of the Members.

SECTION 10: DISSOLUTION AND DISPOSAL OF ASSETS

The corporation shall not be dissolved, merged, or consolidated --- and no substantial portion of the

assets of the corporation shall be disposed of by contract, sale, or gift -- without the affirmative vote of

two-thirds vote of those Directors present and by a two-thirds vote of all the Members, and then only in

accordance with the Articles of Incorporation.

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws of the CSWNA Foundation

and that such were duly adopted by the Board of Directors and Members of the corporation on the date

set forth below.

Dated: December 9, 2009.

// Kathleen Neher //

Kathleen Neher, President