Bylaws

B Y L A W S
8/21/97

ARTICLE I
Name and Purpose

Section 1: Name. The name of this organization shall be the Diocesan Information Systems Conference, herein referenced as DISC.

Section 2: Purpose of the Conference. The members of DISC unite to be of service to the Roman Catholic Church in information systems matters. In particular, this organization promotes the spiritual growth of its members, provides data processing expertise and professional service to the local and national Church, encourages the development of professional relationships among its members, and facilitates the free exchange of ideas and information.
ARTICLE II
Membership

Section 1: Membership. DISC membership is open to all (arch)dioceses of the Catholic Church represented by lay, religious and clergy who, by appointment of their diocesan bishop, have responsibilities in data processing, financial, or administrative matters for their (arch)dioceses.

Section 2: Membership Dues. Each active member (arch)diocese of DISC shall pay annual membership dues during the first quarter (January 1st – March 31st) of each calendar year. The dues shall be determined by the Board of Directors after consultation with the membership.

Section 3: Convention Attendance. Attendance at the DISC’s Annual Convention is limited primarily to representatives from (arch)diocesan data processing, financial and administrative offices. A Convention registration fee, in the amount to be established for each Convention by the Board of Directors shall be required for each member or non-member desiring to attend sessions of the Convention.

Section 4: Voting. Each member (arch)diocese attending the convention has the right to vote. Each (arch)diocese appoints a diocesan delegate as the voting member.

Section 5: Associate Membership. DISC associate membership is open to others who do not qualify for membership as defined in Section 1, above, but who do have an interest in the work and activities of DISC. Associate members will pay dues in the manner prescribed in Section 2, above. To preserve the “diocesan” nature and purposes of DISC, DISC associate members shall enjoy all the rights and privileges of DISC membership with the exception of the right to vote in any DISC matters or to assist in determining DISC policy in any regard whatsoever. Associate memberships remain subject to review and approval by the Board of Directors, which may rescind, revoke, or refuse such membership to any group or individual.

ARTICLE III
Board of Directors

Section 1: Number and Qualifications. The business affairs of DISC shall be managed by a Board of Directors consisting of six (6) members who are elected from the membership of DISC. The Board will elect three (3) of its members to serve as the Executive Officers of DISC.

Section 2: Powers and Duties. The Board of Directors shall have the responsibility to direct, manage and control the business affairs of DISC as set forth in these Bylaws.

Section 3: Election and Term of Office. All directors shall be elected by the vote of the members at DISC’s Annual Convention. The term of office of the six (6) directors of DISC shall be three (3) years, with only two (2) consecutive terms on the Board. A person may be re-elected after serving two (2) consecutive terms after a waiting period of three (3) years. The term begins with the announcement of the election results at the Annual Convention.

Section 4: Vacancies. Vacancies on the Board of Directors, due to any cause, shall be filled by the President after obtaining approval of a majority of the Board of Directors by a mail ballot or formal meeting. Each person so appointed and approved shall serve for the balance of the unexpired term of the director whose place was vacated. Such appointment will not disqualify the individual from being elected to a full term immediately upon the expiration of the term for which he/she was appointed.

Section 5: Quorum. At all meetings of the Board of Directors, three (3) of the members of the Board shall constitute a quorum for the transaction of business, and the act of the majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. If, at any meeting of the Board, there is less than a quorum present, the meeting will be adjourned.

Section 6: Voting. Each director shall have one (1) vote on each question brought before the Board of Directors.

Section 7: Action Without Meeting. Any action by the Board of Directors, required or permitted to be taken in any meeting, may be taken without a meeting if a majority of the Board members shall individually or collectively consent in writing to such action, provided notice has been given to all members of the Board. Such written consent shall be filed with the minutes of the proceedings of the Board. If immediate action is necessary, and a Board meeting cannot be arranged, such action may be accomplished by means of a telephone conference call whereby each member may hear every other member on this issue; written minutes documenting any decision(s) made must be sent to all Board members within ten (10) days of such action.

ARTICLE IV
Executive Officers

Section 1: Titles and Election. The principal officers of DISC, to be known as Executive Officers, shall be as follows: President, Vice-President, and Secretary-Treasurer.

All such Executive Officers shall be members of the Board of Directors as set forth in Article III, Section 1. The officers shall be elected by and from the membership of the Board of Directors, following the election of new directors, to serve a term of one (1) year and may be re-elected to the same Executive Office, or any other Executive Office, while a member of the Board. The Board of Directors shall determine its own procedure for the conduct of the election of officers.

Section 2: Removal of Officers. Upon an affirmative majority vote of the members of the Board of Directors, any officer may be removed, either with or without cause, and a successor elected at any regular meeting of the Board or at any special meeting of the Board called for such purpose.

Section 3: President. The president shall:

a. Be the Chief Executive Officer of DISC;
b. Preside at all membership meetings;
c. Be Chairperson of the Board of Directors and preside at all such meetings of the Board;
d. Present at each Annual Convention of DISC an annual report of the work of DISC;
e. Appoint all committees, temporary or permanent;
f. See that all books, reports and certificates, as required by law, are properly kept and filed;
g. Maintain direct communication with all members of the Board of Directors;
h. Have authorization as an officer to sign checks or drafts on behalf of DISC;
i. See that funds from the approved budget for DISC are made available to appropriate persons for designated expenditures;
j. Have all such powers as may be reasonably construed as belonging to the Chief Executive Officer of any organization.

Section 4: Vice-President. The Vice-President shall:

a. Become acting President of DISC, with all rights, privileges and powers concomitant with the Presidential position, in the event of the absence or inability of the President to exercise his/her office;
b. Serve as Program Chairperson of the Annual DISC Convention;
c. Carry out such duties as are, from time to time, given him/her by the President;
d. Have authorization as an officer to sign checks or drafts on behalf of DISC.

Section 5: Secretary-Treasurer. The Secretary-Treasurer shall:

a. Take responsibility to see that the minutes of each meeting are taken, transcribed and kept in appropriate books and that the records of DISC are properly maintained;
b. Coordinate the fiscal activities of DISC and be responsible for directing the fund-raising and budgetary matters of DISC;
c. Have authorization as an officer to sign checks or drafts on behalf of DlSC;
d. Provide for an annual review, conducted by an audit committee of the Board, for presentation to the Board of Directors and the membership.

ARTICLE V
Site Chairperson

Section 1: Site Chairperson. The Site Chairperson shall automatically be an Ex-Officio Member of the Board during the year leading up to and the year following the Convention.
The Site Chairperson shall coordinate the planning, organization and implementation of the Annual Convention with the President, Vice President, and Board of Directors.

ARTICLE VI
Committees

Section 1: Executive Committee. The Executive Committee shall consist of the President, Vice-President and Secretary-Treasurer of the Board. This committee shall have the authority to act for the Board in all matters requiring decisions between Board meetings. The Committee shall meet when called by the President.

Section 2: Nominating Committee. A Nominating Committee of at least three (3) members shall be appointed by the President in consultation with the Board of Directors. The Committee shall solicit nominations from the membership of DISC. It shall be the responsibility of the Committee to prepare, for presentation to the members of DISC at each Annual Convention, a slate of nominees consisting of the names of individuals nominated for positions on the Board of Directors and containing names of at least twice as many nominees as the number of directors to be elected at such meeting. In preparing this slate, the Committee shall give consideration to having balanced representation from large and small dioceses in different regions of the country, priests, religious and laity. The term of such members comprising the Nominating Committee shall be one (1) year.

Section 3: Other Committees. The President shall be empowered to establish “ad hoc committees” on an as-needed basis.

ARTICLE VII
Fiscal Year

Section 1: Fiscal Year. The fiscal year of DISC shall commence on January 1st and end on December 31st.

ARTICLE VIII
Amendments

Amendments to these Bylaws may be proposed to the membership by the affirmative majority vote of the members of the Board of Directors. Amendments shall be presented to the membership at its next meeting, and if approved by a majority vote of the voting members present and voting at such meeting, shall become a part of the Bylaws of DISC.

A description of any proposed amendment shall be sent to the membership thirty (30) days prior to any meeting of the membership at which meeting such proposed Amendment is to be voted upon.