Board Guiding Principles
In keeping with the teaching of the Catholic Church:
- To promote and improve the healthy social functioning of individuals and families through counseling and prevention programming which enhance and support family life.
- To offer a broad program of child welfare services.
- In general, to exercise any power for which a non-profit corporation organized under the provisions of the Michigan Non-Profit Corporation Act for charitable, religious and educational purposes can be authorized to exercise.
- Number, Tenure and Qualification: The Board of Directors of this Corporation shall be composed of not less than three (3) or no more than seven (7) members, including the Bishop of the Diocese of Marquette, the Director of the Permanent Diaconate of the Diocese of Marquette, and the Diocesan Director of Administration and Finance for the Diocese of Marquette, all of whom shall serve as ex-officio members of the Board of Directors, and shall be voting members of the Board and shall be counted for purposes of the quorum requirement. In the event of a vacant see, the Diocesan Administrator of the Diocese of Marquette shall serve as a Director of the corporation. The Bishop of Marquette will appoint two Directors for an initial term of one (1) year, and an additional two Directors for an initial term of two (2) years. Thereafter, the Directors shall be nominated by the Chairman of the Board and elected at the annual meeting of the Board of Directors. The first meeting of the Board of Directors following the adoption of the restatement of the Articles and the amendment of these By-Laws shall be the annual meeting. At the close of each annual meeting the successors to those Directors whose terms expire that year shall commence to hold office for a term of two (2) years, or until their successors have been elected and qualified. A Director who has served for three (3) consecutive full terms shall not be eligible for re-election for a period of one (1) year Director immediately following expiration of the third full term.
- Powers: The Board of Directors shall provide advice and guidance for the financial affairs of this Corporation. The Board of Directors shall review and approve the annual budget. Those records and accounts of the Corporation concerned with the finances of the Agency shall be reviewed and audited annually by a Certified Public Accountant selected by the Board of Directors. The Board of Directors shall, in addition, have the authority and power to undertake or accomplish any and all other purposes and functions appropriately undertaken or accomplished by Directors of a Michigan Non-Profit Corporation.
- Conduct of Business: The business and affairs of the Corporation shall be managed by the Board of Directors. Roberts Rules of Order shall prevail and govern for the conduct of all meetings.
- Child Welfare Programs: The Board of Directors shall be responsible for setting policy in all Child Welfare programs of the Corporation.
- Vacancy Occurring During Term: Any vacancy that shall occur on the Board of Directors shall be filled for the balance of the term remaining by appointment of the Bishop of the Diocese of Marquette.
- Meeting of the Board of Directors: The Board of Directors shall hold a minimum of four (4) meetings per year on a quarterly basis with an Annual Meeting being held each year. Notice of time and place for each regularly scheduled meeting shall be mailed at least two weeks prior to the date of meeting.
- Special Meetings; Notice:Special meetings of the Board of Directors may be called by or at the request of the Bishop, President or any three (3) Directors, and shall be held at the principal office of the Corporation or at such other place as the Board of Directors may determine.
- Quorum Requirement: At all meetings of the Board of Directors, the presence of a majority of voting Directors shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a quorum shall be present. A Director shall be present at a meeting if he or she and all other persons participating at a meeting can hear one another by means of conference telephone or similar communications equipment. Each Director of the Corporation Board shall be entitled to one vote on all transactions of the Corporation.
- Disclosure of Conflict of Interest: Directors shall disclose at the beginning of any meeting of the Board any conflict of interest or potential conflict of interest in any questions to come before the meeting of the Board. A Director shall not vote on any question in which the Director has a conflict of interest.
- Compensation: Directors shall serve without compensation but shall be entitled to reasonable expenses for attendance to the business of the Corporation if authorized by the Board of Directors and also the Board may fix compensation or contractual payment for any Board Members who may also be an employee of the Corporation or who devotes significant time to the affairs of the Corporation.
- Removal of Directors: A Director may be removed from the Board of Directors with good cause, by the vote of a majority of Directors then in office. Three unexcused absences within one year will be cause for removal.
Officers and Designation of Duties
The Officers of the Corporation shall be a President, Vice-President, Secretary and Treasurer, elected at the Annual Meeting by the Board of Directors. Terms of office shall last for one year and begin at the meeting following the election. Each officer shall hold office until his or her successor is elected and qualified. The Board of Directors may fill any vacancy in any office for the unexpired term of said office.
- President: The President of the Board of Directors shall preside at all meetings of the Board and shall perform all duties usually incidental to the office of President. The President shall serve as an ex-officio member of all committees.
- Vice-President: The Vice-President shall perform the duties and exercise the powers of the President during the absence or disability of the President.
- Treasurer: The Treasurer shall keep, or cause to be kept, the Corporation financial records.
- Secretary: The Secretary shall review and sign the minutes for approval.
Any Officer elected or appointed by the Board may be removed by the Board, with or without cause, by a majority vote of the Board of Directors at any regular meeting or special meeting called for that purpose. An Officer may resign by written notice to the Corporation. The resignation is effective upon its receipt by the Corporation or at a subsequent time specified in the notice of resignation. The removal of an Officer shall constitute a removal of that Officer from the Executive Committee.
The Bishop of the Diocese of Marquette shall appoint the Executive Director of Catholic Social Services of the Upper Peninsula. The Executive Director shall conduct, manage, and have general charge of the operation of the Corporation’s affairs as described in the Executive Director’s Job Description. The Executive Director shall sit on the Board of Directors and all authorized committees as an ex-officio member. The Executive Director shall oversee all such records as shall be required by the Bishop and the Board of Directors.
The fiscal year of the Corporation shall be November 1 through October 31st.
It shall be the policy of this Corporation to comply with the anti-discrimination mandate of the Michigan’s Elliott Larsen Civil Rights Act as well as all applicable civil rights, laws and regulations.
President: Most Reverend John F. Doerfler
Vice President: Dave Lord
Treasurer: Tim Thomas
Secretary: Joe Carlson
Deacon Chuck Gervasio
Deacon Tom Moseley, Jr.
Kyle Rambo Ex-Officio