Name and Location of the Corporation
2. Purpose of the Guild
Governance of the Guild
4. Membership of the Guild
6. Board of Directors
7. Officers of the Board
9. The Chapter
11. Contracts and Sales
12. Guild Records and Reports
THE GUILD OF ST. PETER AD VINCULA, Liberty
Township, Ohio, is a self-supporting, integral and independent religious
organization offering the sacraments of the Roman Catholic Church
according to the rites, practices, and theology of the aforesaid Church
before 1965, and is incorporated as a 501(c)(3) tax exempt non-profit
religious corporation under the laws of the State of Ohio, affording the
temporal rights and privileges and imposing upon it the duties and
obligations of an independent corporation.
Pursuant to the laws
of the State of Ohio, the following Articles are adopted as the Bylaws
of this Corporation.
NAME AND LOCATION OF THE CORPORATION
The name of this corporation as stated in its Articles
of Incorporation is the Guild of St. Peter ad Vincula, Inc., hereinafter
referred to as “the Guild”.
The principal office
of this corporation for the transaction of business is located in
Liberty Township, Butler County, State of Ohio at 6397 Holloway Drive.
PURPOSE OF THE GUILD
Guild is organized exclusively for religious, charitable and educational
purposes, including for such purposes, the making of distributions to
organizations that qualify as an exempt organization under section
501(c)(3) of the Internal Revenue Code, or the corresponding section of
any future federal tax code.
No part of the earnings of the organization shall inure to
the benefit of, or be distributed to its members, trustees, officers, or
other private persons, except that the organization shall be authorized
and empowered to pay reasonable compensation for services rendered and
to make payments and distributions in furtherance of the purposes set
forth in the purpose clause hereof.
substantial part of the activities of the corporation shall consist of
the carrying on of political propaganda or otherwise attempting to
influence legislation, and the corporation shall not participate in, or
intervene in, any political campaign on behalf of any candidate for
Notwithstanding any other
provision of this document, the organization shall not carry on any
other purposes not permitted to be carried on (a) by an organization
exempt from federal income tax under section 501(c)(3) of the Internal
Revenue Code, or corresponding section of any future federal tax code,
or (b) by an organization, contributions to which are deductible under
section 170(c)(2) of the Internal Revenue Code, or corresponding section
of any future federal tax code.
2.3 Property and Assets
property of this corporation is irrevocably dedicated to charitable
purposes and no part of the net income or assets of this corporation
shall ever inure to the benefit of any director, officer or member
thereof or to the benefit of any private person.
Upon dissolution of the Corporation, assets shall be distributed for one
or more exempt purposes within the meaning of section 501(c)(3) of the
Internal Revenue Code, or the corresponding section of any future
federal tax code, or shall be distributed to the federal government, or
state or local government for public purpose. Any such asset not so
disposed of shall be disposed of by the Court of Competent Jurisdiction
of the county in which the principal office of the corporation is then
located, exclusively for such purpose or to such organization or
organizations as said Court shall determine, which are organized and
operated exclusively for such purposes.
The Bylaws of the corporation shall govern this Guild,
as supplemented by Federal and State law.
The Guild shall be a membership corporation. The
members of this Guild are those priests, religious and oblates who have
been recorded in the Register of the Guild. Membership shall be divided
according to the member’s right to vote. Only Directors of the Board and
Members of the Chapter shall have voting rights, as granted under these
A General Convocation is a meeting of all voting members
of the Guild, viz. the Board and the Chapter, and may be called by the
Board of Directors, hereinafter referred to as “the Board”, or by
written petition signed by two-thirds (2/3) of the voting members of the
Guild, for the purpose of discussing any matter that is of major concern
to the Guild.
5.2 Notice of General Convocation
notice of a General Convocation shall be sent to all voting members of
the Guild at least three (3) days before the meeting. The notice shall
state the date, time, location and purpose of the meeting and set forth
an agenda of business to be considered. Only business set forth on the
agenda shall be considered at a General Convocation.
5.3 Forum of
Meetings of members may be held at any convenient
location, and may be conducted through electronic means such as
telephone, Skype, or other virtual-meeting internet software.
A quorum at any General Convocation shall consist of
two-thirds of the voting members of the Guild. No member may attend by
5.5 Adjournment of General Convocation and Notice Thereof
Any General Convocation, whether or not a quorum is present, may be
adjourned to another date by a vote of a majority of members present;
notice by email of the adjourned meeting shall be sent by the Secretary
of the Board. In the absence of a quorum, no other business may be
transacted at such meeting.
The stated purpose of
any General Convocation is to provide a forum where matters of concern
to the Guild may be discussed by all voting members. No voting shall
therefore take place, except in the case of a vote for adjournment as
described above, nor shall any other motions, resolutions or decisions
be made. If necessary, the members of the Board may withdraw into
executive session to take a vote which shall be binding on the Guild.
5.7 Procedure at General Convocations
All General Convocations
shall be conducted in an orderly and fair manner guided by the latest
edition of Sturgis Standard Code of Parliamentary Procedure,
notwithstanding any provisions to the contrary. Approved minutes shall
be recorded and distributed to all voting members by the Secretary of
BOARD OF DIRECTORS
The Board of Directors shall govern and direct the Guild in accordance
with these Bylaws, including the financial administration of the Guild’s
property and assets. The Board shall not infringe upon any of the
exclusively ecclesiastical rights, privileges or prerogatives of the
Chapter. In the event of dispute over the exclusivity of ecclesiastical
rights, privileges, or prerogatives, the question shall be settled by a
majority vote of the entire Board.
members of the Board shall be men or women of sound mind who have
reached the age of twenty-one (21) years, and have not been convicted of
a felony within the ten years prior to their nomination. No one shall be
appointed to serve as a Director un¬less he agree to observe and abide
by the pro¬visions and restrictions set forth in the Bylaws.
The Board shall comprise five (5) Directors including the Dean
of the Guild Chapter, who shall be qualified to vote at meetings
6.4.1 Nominating Committee
some time during the Octave of All Saints (November 1-8), a Nominating
Committee shall be formed. The Nominating Committee shall consist of the
elected Directors of the Board whose terms are expiring, and the members
of the Chapter. The Nominating Committee shall select and place in
nomination at the Annual Election the names of those persons whom the
Nominating Committee considers qualified to serve on the Board. The
Nominating Committee shall notify the Secretary of the Board of its
nominations before the Board’s Dedication Meeting, and the Secretary
shall include the nominations in the notice of the Annual Election.
6.4.2 Nomination by Petition
Any member of the Guild may
circulate a petition for nomination to the Board. A person designated on
such a petition signed by hand in ink by at least twenty-five (25)
members of the Guild shall be deemed nominated for election to the
Board. Such petition shall be submitted to the Secretary at least one
day before the Dedication Meeting. The Secretary shall include such
nominee in a written notice to the Chapter members given no later than
three days before the day on which the election will take place. No
member may sign more than one such petition.
Qualified persons may be nominated from the floor at the
Annual Election by a member of Chapter and, upon such nomination being
seconded, the nominee shall become a candidate for election, provided
that the Secretary has received written assurance of the nominee’s
acceptance of candidacy.
6.4.4 Annual Election of the Board
the Annual Election, the Chapter shall elect to the Board four (4)
persons, not necessarily members of the Guild.
6.4.5 Date and
Time of the Annual Election
The Annual Election shall be held in the
month of November during the week following the Dedication Meeting of
the Board. The date, time and forum of the Annual Election shall be
fixed by the Dean in consultation with the Board at the Dedication
6.4.6 Voting at the Annual Election
At the Annual
Election, every member of Chapter present (Elector) shall be entitled to
one vote for each candidate, and there shall be no voting by proxy or
absentee ballot, nor may the Elector cumulate votes. Action taken by
vote of a majority of the Electors present at the Annual Election shall,
by exception, constitute the action of the Guild. The four (4) nominees
receiving the highest number of votes cast shall be elected. The results
of the election shall be announced on the Sunday following the Annual
Election at each regularly scheduled service of all Guild missions and
priories. Following the Annual Election, the Dean shall set the date,
time and forum for the Chair of Unity organizational meeting of the
6.5 Term of Office
Each Director of the Board shall be
elected by the Chapter of the Guild to serve a term of one (1) year
commencing on the date and time of the Chair of Unity Meeting, and
ending at the date and time of the Chair of Unity Meeting held the
following year. Members of the Board shall be considered ex-officio
members of the Guild for the duration of their term of office.
6.6 Declaration of Vacancy
The Board may declare as vacant the
position of a member of the Board of Directors, other than the Dean, in
any of the following cases:
(a) If the Director shall die;
the Director shall resign or be removed;
(c) If the Director shall be
declared of unsound mind by order of court;
(d) If the Director shall
be convicted of a felony;
(e) If a guardian or conservator is
appointed for the person or estate of the Director;
(f) If within
thirty (30) days after being elected the Director does not accept the
office by advising the Board in writing.
6.7 Removal and
Any Director, except the Dean, may be removed from office
by an affirmative vote of four (4) Directors of the Board at the time in
office. Any Director, including the Dean, may resign without the consent
of the Board. Upon the Board’s acceptance of the resignation at a
regular or special meeting, the resignation shall take effect on the
date written notification is received or at a later date specified
6.8 Filling Vacancies
A majority of the remaining
Directors of the Board shall appoint a qualified person to fill a vacant
position for the balance of the vacant term.
Appointment of New Directors
In the event that the Board amends these
Bylaws to increase the number of the Directors, the current directors
shall appoint at a special or regular meeting new directors to serve
until the Annual Election of Directors.
All decisions of the Board shall be made in a
duly-called regular or special meeting at which a quorum has been
established. No director shall represent himself or herself as speaking
or acting implicitly or explicitly on behalf of the Board, and under no
circumstances shall a director represent his or her private judgment as
a decision of the deliberative assembly. The Board may by way of written
resolution authorize an individual director to make limited statements
or to perform limited ministerial tasks, but in no wise shall such
statements or exercise of discretion bind the Board to action.
OFFICERS OF THE BOARD
President of the Corporation shall be the President of the Board, and
shall be elected by the Board. The President shall have direction and
control of its business, officers and employees, subject to such control
as the Board may have under Ohio law. The President shall control the
use of such Guild buildings and grounds as are the property of the
Guild; shall preside and have the right to vote at meetings of the
Board; and shall be an ex-officio member of all standing or ad hoc
committees of the Guild.
The Treasurer shall be
elected by the Board and shall be a member thereof. The Treasurer shall
be the Chief Financial Officer of the Corporation; shall keep and
maintain adequate and correct accounts of the properties and business
transactions of the Guild, including pledges and other assets,
liabilities, receipts, and disbursements; shall deposit all monies and
other valuables in the name and to the credit of the Guild with such
depository as the Board shall designate; shall disburse the funds of the
Corporation as may be ordered by the Board; and shall render to the
Board whenever requested an account of all transactions as Chief
Financial Officer and of the financial condition of the Guild. The
foregoing provisions shall apply only to Guild assets, and terms of
restricted gifts may be followed. The Treasurer may assist the President
in the day-to-day fulfillment of all duties.
The Secretary shall be the Clerk-Secretary of the Board and of the
Corporation, shall maintain the Register, and shall keep and publish
minutes of all meetings on the Guild website, and shall maintain the
correspondence of the Guild. The Secretary may be assisted in the
day-to-day fulfillment of all duties by a member of the Guild, who shall
be approved by the Board to act as Clerk-Secretary.
The Officers of the Board shall be elected at the Chair
of Unity Meeting each January by a majority vote of the Directors.
7.5 Term of Office
Each Officer of the Board shall be elected by
the Board to serve a term of one year commencing on the date and time of
his election at the Chair of Unity Meeting, and ending at the date and
time of the election at the Chair of Unity Meeting held the following
The Board may establish standing and ad
hoc Committees to serve at its pleasure. The Board may delegate to
committees such of its powers and duties as it deems appropriate, but
shall remain responsible for the temporal affairs of the Guild. The
Board may appoint persons to serve on its committees.
Should any office become vacant, it shall be filled by the
Board at a regular or special meeting of the Board within fourteen (14)
days of the declaration of vacancy.
8.1 Regular Meetings
There shall be three (3) Regular
Meetings of the Board of Directors each calendar year.
Chair of Unity Meeting
Before the Annual Election is adjourned, the
Dean shall set the date, time and forum for the Chair of Unity
organizational meeting of the Board. This first of the three Regular
Meetings of the Board shall take place between January 18 and 25
inclusive. Its purpose is to organize the Board by electing by majority
vote and installing a Dean, who shall in turn install any new Directors;
and by electing the Officers of the Board of Directors for the following
twelve (12) months; to review and approve the Dean’s selection of
Chapter members; to review the finances for the previous fiscal year;
and to adopt the budget for the current fiscal year.
and Paul Meeting
At some time before June 14 the Dean shall set the
date, time and forum for the second Regular Meeting of the Board, which
shall take place between June 29 and July 6 inclusive and shall be
referred to as the Peter and Paul Meeting. Its purpose is to review and
ratify the Bylaws.
8.1.3 Dedication Meeting
At some time
before October 25, the Dean shall set the date, time and forum for the
third Regular Meeting of the Board, which shall take place between
November 9 and 18 inclusive and shall be referred to as the Dedication
Meeting. Its purpose is to set the date, forum, and time of the Annual
Election; to review and confirm the nominations received from the
Nominating Committee; and to approve the ballot which shall be presented
at the Annual Election.
8.2 Special Meetings
A special meeting
of the Board of Directors may be called at any time by the written
demand of not less than three Directors of the Board, or by written
demand of the Dean.
8.3 Notice of Meeting
The dates and times
of the three Regular Meetings shall be set by the Dean as per Article
8.1 above, that is, not less than fifteen (15) days, reckoned
inclusively, in advance thereof. Notice of Regular Meetings shall be
sent out by email to all directors with at least fifteen (15) days’
notice and shall set forth an agenda of business to be considered.
Notice of Special Meetings shall be sent out by email to all directors
with at least three (3) days’ notice, and shall state the purpose of the
Meeting and set forth an agenda of business to be considered. Only
business set forth on the agenda may be considered at a Special Meeting.
8.4 Meeting Forum
Any meeting of the Board of Directors may be
held at any convenient location, and may be conducted through electronic
means such as telephone, Skype, or other virtual-meeting internet
A quorum at any meeting of the members
shall consist of three (3) Directors present.
Meetings and Notice Thereof
Any Board Meeting, regular or special,
whether or not a quorum is present, may be adjourned to another date by
a vote of a majority of Directors present. In the absence of a quorum,
no other business may be transacted at such meeting.
Every member present shall be entitled to one vote, and there shall be
no voting by proxy or absentee ballot. Voting may be by voice or ballot,
and action taken by vote of a majority of the Directors present shall
constitute the action of the Board.
8.8 Procedure at Meetings
All meetings shall be conducted in an orderly and fair manner guided by
the latest edition of Sturgis Standard Code of Parliamentary Procedure,
notwithstanding any provisions to the contrary. All transactions and
resolutions adopted shall be recorded in the Minutes and distributed by
the Secretary to the other Directors.
The Chapter shall be chosen by the Dean after
consultation with the Board to manage the ecclesiastical affairs of the
Guild and prepare recommendations to the Dean on matters related
exclusively to the religious administration of the Guild.
The Chapter shall consist of, in addition to the Dean, a
minimum of one (1) priest, one (1) religious, one (1) oblate, and one
(1) member of the Board of Directors other than the Dean, for a minimum
total of five (5) members. The Dean may seek permission from the Board
to increase the number of priests, religious and oblates on the Chapter,
but a majority of clergy shall always be maintained, thus preserving the
ecclesiastical nature of the Chapter. In the absence of any suitable
religious members, the Dean shall appoint a priest to occupy that
position on the Chapter. If there are insufficient suitable clerical
members of the Guild to form a majority of a five-member Chapter, the
Dean shall appoint lay members of the Guild to serve as acting members
of the Chapter until such time as clergy are available to take over
9.3 Annual Election
Members of the Chapter
shall be the Electors of the Board at the Chapter Meeting known as the
9.4 Voting Rights
Members of Chapter shall
have the right to vote at Chapter Meetings on all matters exclusively
ecclesiastical. In such matters, the decisions of Chapter (with the
exception of the Annual Election) shall not be binding on the Guild, but
shall be presented as recommendations to the Dean for his consideration
9.5 Ratification of Chapter Recommendations
the event that the Dean should withhold approval to any recommendation
presented to him by Chapter, he shall provide his reasons for doing so.
If no agreement is reached between the Dean and Chapter, the matter
shall be referred to the Board for adjudication.
Administration of the Chapter
The Dean’s administration of Chapter
and its meetings shall be covered by the Rule of the Guild.
The Board shall annually
elect from among the priests of the Guild a Dean to administer all
matters concerning Chapter, to serve as Chaplain of the Board, of which
he shall be an ex-officio voting member, and to ratify the
recommendations of Chapter in matters of an exclusively ecclesiastical
The Dean shall be a validly
ordained Catholic priest.
The Dean shall be
elected by the Board at its annual Chair of Unity Meeting.
Term of Office
The term of office of the Dean shall be one (1) year,
commencing at the time of his election at the Chair of Unity Meeting and
ending at the same time in the following year.
10.5 Removal and
The Dean may be removed at a regular or special meeting
of the Board after the Board has passed by a supermajority of four (4)
Directors a resolution of removal. The Dean may resign without the
consent of the Board. Upon the Board’s acceptance of the resignation at
a regular or special meeting, the resignation shall take effect on the
date written notification is received or at a later date specified
In the event that the office of the
Dean shall become vacant by death, written resignation, or removal, the
Board, after the declaration of the vacancy in a regular or special
meeting, shall establish procedures for the election of the successor
Dean. The office of Dean shall be filled by a majority vote of the
Board. In the interval between the declaration of vacancy in the post of
Dean and the election of the successor Dean, the Board may appoint an
CONTRACTS AND SALES
Execution of Contracts
Subject to the restrictions set forth in
Articles 12.2 and 12.3 below, the President and the Treasurer jointly
shall have authority to execute contracts and incur indebtedness for the
11.2 Sales and Indebtedness
Purchases and procurement
shall conform to the rules therefor established by the Board. No Guild
funds shall be expended, nor shall any indebtedness be incurred on open
accounts, for goods or services not budgeted and approved by the Board,
and no Guild property having a value exceeding $1,000.00 shall be sold
or encumbered unless a resolution to make the purchase or sale or to
incur the indebtedness shall be adopted by a vote of majority of the
entire Board. Such resolution shall:
(a) state the specific terms and
amount of, and purpose for incurring, any indebtedness, or the specific
terms of any sale or encumbrance; and,
(b) be fully set forth in the
minutes together with the names of the Directors who vote in favor
11.3 Real Property
No real property of the Guild
shall be encumbered or alienated in whole or in part without the consent
of the members of the Guild established by a majority vote of the Guild.
GUILD RECORDS AND REPORTS
The Guild shall maintain adequate and correct records of its accounts,
books, business, properties and membership; the President and Treasurer
shall make proper provision for their safekeeping. Guild records shall
be open to inspection by the Board and members of the Guild at all
12.2 Certification and Inspection of Bylaws
The originals or certified copies of the Articles of Incorporation of
the Guild, these Bylaws and any amendments thereto shall be kept by the
President or Treasurer and shall be open to inspection by the Board and
members of the Guild at all reasonable times.
13.1 Material Amendments
These Bylaws may be
amended at any regular or special meeting of the Board by an affirmative
vote of a majority of the Directors present if a quorum is present,
provided that the text of any proposed amendments to be presented at a
meeting shall have been set forth in or accompanied by the notice of the
meeting or otherwise transmitted to each of the Directors.
The Board may make corrections and changes as
necessary for the continuity, consistency, and accuracy of these Bylaws,
provided such alterations do not materially affect the meaning of the
CERTIFICATION OF RATIFICATION
The Bylaws of the Guild, as hereby amended, were ratified and
adopted by a majority vote at a meeting of the Board of Directors, duly
called and held for that purpose on Friday, July 5, 2019.
Executed this Fifth Day of July, 2019
Fr. Bernard G. Hall, President
The Secretary certifies that these are the Bylaws as amended on July
Craig Toth, Secretary