Official Bylaws of the Nashville Diocesan Coucil of Catholic Women

(Revised 2011)

Article I. NAME

This organization shall be known as the Nashville Diocesan Council of Catholic Women, hereinafter referred to as “NDCCW”.

Article II. PURPOSE

Section 1. Purpose

• 1. To unite Catholic organizations and individual Catholic women of the Diocese, to develop their spiritual growth and leadership potential, and to motivate and assist them to act upon current issues in the Church and Society.

  2. To be a medium through which the Catholic Women of the Diocese may speak and act on matters of common interest.

  3. To represent Catholic Women united with women of other faiths, civic groups and social agencies to solve present day problems.

  4. To unite with the Church and its teachings.

Section 2. Affiliation

• 1. The NDCCW is listed as one of the organizations under the Nashville Diocese and is under the supervision of the Bishop of Nashville.

  2. The NDCCW is an affiliated organization of the National Council of Catholic Women, hereinafter referred to as NCCW, as part of the Nashville Diocese and the Louisville Province. The patroness of the National Council of Catholic Women is Our Lady of Good Counsel whose feast day is April 26.

Article III. MEMBERSHIP

Section 1. Qualifications

Membership is open to Catholic women who subscribe to the purposes of NDCCW and who live within the Nashville Diocese.

Section 2. Affiliate Organizations

All Catholic women’s organizations may apply to be affiliated with the NCCW and the NDCCW.

Section 3. Dues

Individual and affiliate members shall be admitted and shall be eligible to vote upon payment of all dues as may be required by the Board of Directors. The amount of such dues shall be determined as needed and assessed upon each member and affiliate.

Section 4. Voting Rights

Affiliate organizations shall have two votes. Individual members shall have one vote.

Article IV. MEETINGS OF THE MEMBERSHIP

Section 1. Annual Meeting

The NDCCW will meet annually in the spring of each year for a convention or a retreat to provide education, spiritual enrichment, operational and social activities as well as to conduct the business of the NDCCW.

Section 2. General Meetings

The NDCCW shall meet two additional times a year: once in the fall and once in the winter. Meetings rotate throughout the Diocese.

Section 3. Notice

Written notice stating the place, day, hour and purpose of any meeting should be given at least sixty days before the annual meeting and at least three weeks prior to the other meetings. These notices will be in the NDCCW newsletter sent electronically or by regular mail with a subscription.

Section 4. Quorum

A quorum at meetings of the membership shall include representatives of 25% of affiliated organizations.

Section 5. Voting

Voting shall be confined to members present at the meeting, unless the Board of Directors shall authorize a ballot by mail or by electronic media.

Article V. BOARD OF DIRECTORS

Section 1. Governing Body.

The management and control of the business and affairs of the NDCCW shall be vested in the Board. The Board shall establish Standing Rules and Policies for NDCCW.

Section 2. Number of Directors, Qualifications

• 1. The Board shall consist of the officers and the retiring president, Deanery Presidents, and commission chairs, and special committee chairmen as appointed by the President. The Province Director, the Bishop of the Nashville Diocese, the Diocesan Moderators are ex-officio members of the Board.

  2. The Executive Committee shall consist of the elected officers of the NDCCW. In emergencies, the Executive Committee has the power to act.

  3. Seven Board members constitute a quorum, two of whom must be officers.

  4. Vacancies on the Board that occur when a Board member dies or resigns office shall be filled by appointment by the President and approved by the Board.

Article VI. OFFICERS

Section 1. President

The President shall preside at all NDCCW meetings and at all NDCCW Board of Director meetings. The President shall be an ex-officio member of all Committees of the Diocesan Council except the nominating committee. She shall also be an ex officio member of the Board of each Deanery Council. She shall be the official representative to the Diocese of Nashville. In addition, the President shall appoint all the Commission Chairmen and all the Chairmen of special committees.

Section 2. Vice President

The Vice President shall perform all duties of the President if the President is not able to perform them. She will customarily become a nominee for President the following term.

Section 3. Recording Secretary

The Recording Secretary shall keep the minutes of the annual meeting and of all other meetings. She shall furnish her report to the NDCCW President within thirty days of the meeting.

Section 4. Treasurer

The Treasurer shall receive all dues and pay all bills that have been approved by the Executive Committee and signed by the President. The Treasurer, along with the President, shall prepare a new budget for each fiscal year working with the retiring Treasurer if it is an election year. All the bookkeeping and bank accounts shall be audited at the end of her term of office.

Section 5. Officers and Chairmen

Each Officer and Commission and Committee Chair shall turn over all books, papers and other property pertaining to her position to her successor within thirty days after the expiration of her term of office. Each Chairman and officer shall render a written report of her term’s work at the annual Diocesan Convention/Retreat.

Section 6. Term of Office

The term of office for all officers shall be from the close of the Convention at which they are installed for a two-year term until the close of the Convention at which their successors are installed. No officer shall be eligible to serve consecutive terms in the same office.

Article VII. NOMINATING COMMITTEE, NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee

At the fall Membership Meeting of the second year of her term, the President will appoint a Nominating Committee. The Nominating Committee shall consist of three to five members in good standing, one currently serving on the NDCCW Board and the others from different parishes, preferably also from different deaneries.

Section 2. Nominees

Nominees shall be women who are members in good standing in the NDCCW, and who have consented to serve in the offices for which nominated. Nominees for the office of President and Vice President should have previously served on the NDCCW Board of Directors. Members of the Nominating Committee may not be candidates for office while serving on the Nominating Committee. The slate of officers shall be approved by the Moderator.

Section 3. Elections

At the winter meeting, the nominating committee shall present for election at least one name for each office of President, Vice President, Recording Secretary and Treasurer. Other nominations may be made from the floor, with the consent of the nominee. The election of these officers will take place at this meeting.

Article VIII. POLITICAL ACTIVITIES

Section 1. Political Office

• 1. No officer of the Council or member of the Board of Directors may be a political candidate for or hold office at the State or Local level while serving as an officer of the NDCCW.

  2. No moneys shall be given in the name of the Council to support a political candidate or Political Action Committee .

Section 2. Autonomy

• 1. In accordance with the guidelines of the USCCB, the NDCCW will only lobby for and support issues rather than support a political party or interfere with the government.

  2. The Council shall not in any way violate the autonomy of any society or association affiliated with it.

Article IX. FUNDS AND PROPERTY

The Board of Directors shall be the trustee to take title to and hold all funds and personal property of the Council.

Article X. RESOLUTIONS

Section 1. Resolutions Committee

There shall be a Resolutions Committee consisting of at least three members who shall be appointed by the NDCCW President.

Section 2. Deadline for Submission

Any resolution offered by affiliated organizations or individual members for consideration at the Diocesan Convention must be submitted to the Resolutions Chairman sixty days prior to the Diocesan Convention.

Section 3. Approval Process

The Resolutions Committee shall review all proposed resolutions and present them to the membership at the Convention with recommendations for consideration and approval. The membership may pass the resolutions.

Section 4. Timely Resolutions

A member shall have the power to present a timely resolution for consideration by the membership at the Diocesan Convention. Written copies sufficient for all attendees must be provided.

Article XI. AMENDMENTS

The Bylaws may be amended at any Diocesan Convention by a two-thirds vote. A copy of the proposed amendment or amendments shall be provided in the call to the Diocesan Convention.

Article XII. INDEMNIFICATION

Section 1. General

The Council shall indemnify, to the full extent permitted by the laws of the State of Tennessee, any Executive Administrator, Acting Executive Administrator, or members of the Board of Directors against expenses actually and necessarily incurred by her in connection with the defense of any action, suit, or proceeding in which she is made a party by reason of being or having been such Executive Administrator, Acting Executive Administrator, or member of the Board of Directors, except in relation to matters as to which she shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which such members of the Board of Directors may be entitled, under any agreement, vote of the Board of Directors or members, or otherwise.

Section 2. Advancement of Expenses

Expense incurred with respect to any such claim, action, suit, or proceeding referred to in this Article may be advanced by the Council prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless it shall ultimately be determined that she is entitled to indemnification under this Article.

Article XIII. PARLIAMENTARY AUTHORITY

The rules contained in Robert’s Rules of Order, Newly Revised, shall govern the Council in all cases to which they are applicable and in which they are not inconsistent with these bylaws.