Bylaws

BYLAWS OF ST. AUGUSTINE HOME GUILD, INC.

(Hereinafter sometimes “Corporation” or “Guild”) (An Indiana Corporation)

PREAMBLE To facilitate helping The Little Sisters of the Poor of Indianapolis, Inc. with the loving and caring ministry to the aging poor at St. Augustine Home, (hereinafter, “Home”) in Indianapolis, Indiana, the following Bylaws are adopted:

I. OFFICES AND RECORDS

Section 1. Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Corporation in the State of Indiana shall be determined from time to time by the Board of Directors, and shall be on file in the appropriate office of the State of Indiana pursuant to applicable provisions of law.

Section 2. Corporate Offices. The Corporation may have such corporate offices, anywhere within the State of Indiana, as the Board of Directors from time to time may appoint, or other business of the Corporation may require. The “principal place of business”, or “principal business”, or “executive” office or offices of the Corporation may be fixed and so designated from time to time by the Board of Directors, but the location or residence of the Corporation in Indiana shall be deemed for all purposes to be in the county in which its registered office in Indiana is maintained.

Section 3. Records. The Corporation shall keep at its registered office or principal place of business, in Indiana, the original or duplicate books in which shall be recorded, the names and addresses of the Members, the amount of its assets and liabilities, and the names and places of residence of its officers, and from time to time such other or additional records, statements, lists and information as may be required by law, or these By-laws.

Section 4. Inspection of Records. A member of the Guild, if she is entitled and demands the records of the Corporation pursuant to any statutory or other legal right, shall be privileged to inspect such records only during the usual and customary hours of business, and in such manner as will not unduly interfere with the regular conduct of the business of the Corporation. A member may delegate her right of inspection to her representative on the condition that, if the representative is not an attorney, the member and representative agree with the Corporation to furnish to the Corporation, promptly as completed or made, a true and correct copy of each report with respect to such inspection made by such representative.

II. SEAL

Section 1. Corporate Seal. The Board of Directors, by resolution, may adopt a corporate seal. The use of a seal shall not be required for the validity of any action or instrument unless its use is required by law.

III. MEMBERSHIP

Section 1. Non-Discrimination Policy. The Guild does not discriminate on the basis of race, creed, religion, national origin, disability or age. Women of all races, religions, and national origins who demonstrate an interest in and a commitment to volunteerism for the Little Sisters of the Poor and St. Augustine Home may apply for membership in the Guild. The Guild’s bylaws and policies are in harmony with the policies of the Little Sisters of the Poor.

Section 2. Eligibility. Prospective members must meet the following criteria:
A. be an adult at least 20 years of age, as is the requirement of Home,
B. be sponsored by a current member, in good standing, who will vouch for the character and integrity of the prospective member,
C. be in good standing with the Little Sisters of the Poor,
D. agree to comply with all policies and procedures of the Home, and
E. agree to uphold the bylaws, policies, and procedures of the Guild.

Section 3. Classification of membership. There shall be five classes of membership, as follows:
A. Active: An active member contributes volunteer hours in activities and events sponsored by the St. Augustine Home Guild, Inc., and/or the St. Augustine Home administration each business year and pays annual membership dues and serves on at least one committee established by St. Augustine Home Guild, Inc.
B. Associate: An associate member provides financial support for the activities and events sponsored by St. Augustine Home Guild, Inc. and/or the St. Augustine Home and pays annual associate membership dues. An associate member is not obliged, but is encouraged, to contribute volunteer hours or serve on a St. Augustine Home Guild committee,
C. Sustaining: After five years of active membership in good standing, a member may choose to become a sustaining member. A sustaining member provides financial support for the Guild, but is no longer required, but is encouraged, to contribute volunteer hours or serve on a St. Augustine Home Guild, Inc. committee.
D. Life time: A life time member is a member who has rendered outstanding service to St. Augustine Home Guild, and has been designated as such by the Board of Directors. A life time member is not required to pay dues and is not required to contribute volunteer hours.
E. Resident: A member of St. Augustine Home Guild, Inc. who becomes a resident of the St. Augustine Home becomes a resident member. A resident member is not required to pay dues or contribute volunteer hours.

Section 4. Dues.
A. The dues structure shall be determined by the Board of Directors and reviewed annually and adjusted as needed.
B. Lifetime and resident members need only pay for a Guild name badge if they choose to purchase one.
C. Dues Payment Date. Membership dues shall be paid on an annual basis as determined by the Board of Directors.
D. Application of Dues: Dues paid shall extend through the next membership year for a new member who joins after six months of the payment date for annual membership renewal.
E. Non-renewal of membership: A member who does not renew her membership for one year or more and was in good standing with the Guild may apply to be reinstated as a member by paying the delinquent fee and dues for the current year. Reinstatement will be at the discretion of the Board of Directors.
F. Resignation and termination of membership:

i. A member may resign from the Guild in good standing after she has paid annual dues by submitting a formal letter of resignation to the Membership Officer. Dues will not be refunded.

ii. A member may be removed for disciplinary cause by a two-thirds majority vote of the entire Board of Directors after at least fifteen days’ notice in writing, by US first class or certified mail, to the member stating the reason for termination. The member shall have an opportunity to be heard, orally or in writing, to show cause why her membership should not be terminated at least 5 days prior to the proposed effective date of termination.

IV. MEETINGS OF MEMBERS

Section 1. Place of Meetings. All meetings of the members shall be held at the principal business office of the Corporation in Indiana, except such meetings as the Board of Directors to the extent permissible by law expressly determines shall be held elsewhere, in which case such meetings may be held, upon notice thereof as hereinafter provided, at such other place or places, within the State of Indiana, as said Board of Directors shall have determined, and as shall be stated in such notice; and, unless specifically prohibited by law, any meeting may be held at any place and time, and for any purpose, if consented to in writing by all of the members entitled to vote thereat.

Section 2. Annual Meetings. An annual meeting of members shall be held on the second Wednesday of November, if not a legal holiday, and if a legal holiday, then on the next business day, at the time set by the Board of Directors and set forth in the notice of meeting,  when the members shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the members may be held for any purpose or purposes. They may be called by the Chairman of the Board, the President, the Secretary, the Board of Directors, or upon the written request (or requests) of not less than twenty-five percent (25%) of all members entitled to vote on any issue proposed to be considered at such proposed meeting, and shall be called by any officer directed to do so by the Board of Directors. The “call” and the “notice” of any such meeting shall be deemed to be synonymous.

Section 4. Notice. Written or electronic notice of each meeting of the members, whether annual or special, stating the place, day and hour of the meeting, and in case of special meeting, the purpose or purposes thereof, shall be given to each member entitled to vote thereat not less than ten (10) days nor more than twenty-five (25) days prior to the meeting, unless, as to a particular matter, other or further notice is required by law, in which case such other or further notice shall be given. In addition to such written or electronic notice, published notice (if required by law) shall be given in the manner then required by law. Any notice of a members’ meeting may be given in person or may be sent by United States Mail with postage thereon prepaid, addressed to the member at her address as it appears on the records of the Corporation or sent by email to the electronic address of the member as it appears on the records of the Corporation.

Section 5. Presiding Officials. Every meeting of the Corporation, for whatever objective, shall be convened by the President, or by the officer or person who called the meeting by notice as above provided, but it shall be presided over by the officers specified elsewhere in these Bylaws; provided, however, that the members at any meeting at which a quorum exists, by a majority vote, and notwithstanding anything to the contrary elsewhere in these Bylaws, may select any person of their choosing to act as Chairman and Secretary of such meeting or any session thereof.

Section 6. Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, or the Articles of Incorporation of the Corporation or any law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent to the giving of such notice. To the extent provided by law, attendance at any meeting shall constitute a waiver of notice of such meeting.

Section 7. Business Transacted at Annual Meeting. At each annual meeting of the members, the members shall elect, by ballot, a Board of Directors to hold office until the next succeeding annual meeting, and they may transact such other business as may be desired, whether or not the same was specified in the notice of the meeting, unless the consideration of such other business, without its having been specified in the notice of the meeting as one of the purposes thereof, is prohibited by law.

Section 8. Business Transacted at Special Meetings. Business transacted at all special meetings shall be confined to the purposes stated in the notice of such meetings, unless the transaction of other business is consented to by the members of the Corporation entitled to vote thereat.

Section 9. Quorum. Except as may be otherwise provided by law or by the Articles of Incorporation, ten (10) percent of the members entitled to vote thereat, present in person or by proxy, shall be requisite for all and shall constitute a quorum at all meetings of the members for the transaction of business. Every decision of a majority of members of such quorum shall be valid as a corporate act, except in those specific instances in which a larger vote is required by law or by the Articles of Incorporation. If, however, such quorum should not be present at any meeting, the members present and entitled to vote shall have power successively to adjourn the meeting, without notice other than announcement at the meeting, to a specified date not longer than ninety (90) days after such adjournment. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 10. Proxies. At any meeting of the members, every member having the right to vote shall be entitled to vote in person, or by vesting another person with authority to exercise the voting power by executing in writing any voting trust agreement, proxy, or any other type of agreement, except as may be expressly limited by law or by the Articles of Incorporation. No proxy shall be valid after twelve (12) months from the date of its execution.

Section 11. Members’ Lists. A complete list of the members entitled to vote at each meeting of the members, arranged in alphabetical order, with the address of each, shall be prepared by the officer of the Corporation having charge of the books of the Corporation, and shall, for a period of ten (10) days prior to the meeting, be kept on file in the registered office of the Corporation in Indiana, and shall at any time during the usual hours for business be subject to inspection by any member. A similar or duplicate list shall also be produced and kept open for the inspection by any member during the whole time of the meeting. The original ledger, or a duplicate thereof kept in the State of Indiana, shall be prima facie evidence as to who are members entitled to examine such ledger, or to vote at any meeting of members. Failure to comply with the foregoing shall not affect the validity of any action taken at any such meeting.

Section 12. Removal of Directors. The members shall have the power, by a vote of the members at any regular meeting or special meeting expressly called for that purpose, to remove any director from office with or without cause. Such meeting must be held at the registered office or principal business office of the Corporation in the State of Indiana, or in the city or county in the State of Indiana in which the principal business office of the Corporation is located.

V. DIRECTORS

Section 1. Qualifications and Number. Each director shall be an active or associate member of the Guild in good standing for at least one year or a sustaining or life member of the Guild. The Board of Directors shall consist of not less than three (3) nor more than twelve (12) directors. Unless and until changed, the number of directors to constitute the Board of Directors 12 shall be eight (8), plus the immediate past president of the Guild. The Board of Directors, to the extent, and in such manner as may be permitted by law, shall have the power to change the number of directors provided that any notice required by law of any such change is duly given.

Section 2. Compensation of Directors. The Board members shall receive no financial compensation for their service on the Board.

Section 3. Power of Board. The property and business of the Corporation shall be managed by the directors, acting as a Board. The Board shall have and is vested with all and unlimited powers and authorities, except as may be expressly limited by law, the Articles of Incorporation or by these bylaws, to do or cause to be done any and all lawful things for and in behalf of the Corporation, to exercise or cause to be exercised any or all of its powers, privileges, and franchises, and to seek the effectuation of its objects and purposes.

The Board shall:

  • Establish administrative policies to carry out the business of the Board, provided such policies are not in conflict with these bylaws, Roberts Rules of Order, or policies of the Guild;
  • Authorize operational goals and objectives;
  • Participate in Guild and event planning;
  • Authorize agreements and contracts;
  • Establish the dues structure for the fiscal year;
  • Adopt the budget;
  • Approve committee chair appointments;
  • Have general supervision of the chairs of social events and activities for the residents and annual events for the Guild membership;
  • Authorize general membership meetings;
  • Review committee reports;
  • Determine action to be taken;
  • Declare an office vacant when a chair resigns, dies, or is removed.

Section 4. Meetings of the Newly Elected Board — Notice. The members of each newly elected Board shall meet: (i) immediately after and at the same place as the annual meeting of the members, and no notice of such meeting other than this bylaw shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present; or (ii) if a quorum shall not be present, the members of such Board may meet at such time and place as shall be consented to in writing by a majority of the newly elected directors, provided that written notice of such meeting shall be mailed, sent by email, delivered to each of the same directors in the same manner as provided in these Bylaws with respect to the giving of notice for special meetings of the Board, except that it shall not be necessary to state the purpose of the meeting in such notice. Each director, upon her election, shall qualify by accepting the office of director, and her attendance at, or her written approval of the minutes of, any meeting of the newly elected directors shall constitute her acceptance of such office; or she may execute such acceptance by a separate writing, such shall be placed in the Minute Book.

Section 5. Regular Meetings — Notice. Regular meetings of the Board may be held without notice at such times and places within the State of Indiana as shall from time to time be fixed by resolution adopted by the full Board of Directors. Any business may be transacted at a regular meeting. 

Section 6. Special Meetings — Notice. Special meetings of the Board may be called at any time by the Chairman of Board, the President or the Secretary, or by any one or more of the directors. The place may be within the State of Indiana as designated in the notice. Written or electronic notice of each special meeting of the Board, stating the place, day and hour of the meeting and the purpose or purposes thereof, shall be mailed to each director at least seven (7) days before the day on which the meeting is to be held, or shall be sent to her by email, or be delivered in person, at least two (2) days before the day on which the meeting is to be held. If mailed, such notice shall be deemed to be delivered five (5) days after it is deposited in the United States mail with postage thereon as evidenced by the postmark, addressed to the director at her residence or usual place of business or when received, whichever is earlier. If 14 notice be given by email, such notice shall be deemed to be delivered when the receipt thereof is confirmed. The notice may be given by any director having authority to call the meeting. “Notice” and “call” with respect to such meeting shall be deemed to be synonymous.

Section 7. Action in Lieu of Meetings. Unless otherwise restricted by the Articles of Incorporation or by the Bylaws or by law, any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by a majority of all the directors unless a greater number as to any particular matter is required by the Articles of Incorporation or these Bylaws, in which case the consent shall be signed by at least the number of directors required to take such action.

Section 8. Quorum. At all meetings of the Board, a majority of the full Board of Directors shall, unless a greater number as to any particular matter is required by the Articles of Incorporation or these Bylaws, constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting which there is a quorum, except as may be otherwise specifically provided by statute, by the Articles of Incorporation, or these Bylaws, shall be the act of the Board of Directors. Less than a quorum may adjourn a meeting successively until a quorum is present, and no notice of adjournment shall be required.

Section 9. Waiver. Any notice provided or required to be given to the directors may be waived in writing by any of them, whether before, at or after the time stated therein. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where she attends for the express purpose, and so states at the opening of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 10. Vacancies. If the office of any director becomes vacant by reason of death, resignation or removal, a majority of the remaining directors, though less than a quorum, may fill the vacancy until a successor shall have been duly elected at a members’ meeting.

Section 11. Executive Committee. The Board of Directors may, by resolution passed by a majority of the whole Board, designate an Executive Committee, such committee to consist of three or more directors of the Corporation. Said Committee, to the extent provided in said resolution, may exercise all of the authority of the Board of Directors in the management of the Corporation. The Executive Committee shall keep regular minutes of its proceedings, and the same shall be recorded in the Minute Book of the Corporation. The Secretary or an Assistant Secretary of the Corporation may act as Secretary for the Committee if the Committee so requests.

Section 12. Protection of Director for Reliance on Corporate Records. No director shall be liable for any action taken in reliance in good faith upon financial statements of the Corporation represented to her to be correct by the president of the Corporation or the officer having charge of the books of account, or certified by an accountant to fairly represent the financial condition of the Corporation.

Section 13. Conflicts of Interest. No contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any other corporation, partnership, trust, firm, association or entity in which one or more of the directors of the Corporation is a director, officer, partner, member, employee, or agent, or is financially interested, shall be either void or voidable because of such relationship or interest, or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction, but such interested director or directors shall not be allowed to vote for such contract or transaction. Such interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes approves or ratifies such contract or transaction. This section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory laws applicable thereto. 

VI. OFFICERS

Section 1. Officers — Who Shall Constitute. The officers of the Corporation shall be a President, First Vice-President, Second Vice-President, Secretary, and Treasurer. An officer shall be a member of the Board of Directors. A person may not hold more than one office of the Corporation at the same time. An officer shall be deemed qualified when she enters upon the duties of the office to which she has been elected or appointed and furnishes any bond required by the Board; but the Board may also require of such person her written acceptance and promise faithfully to discharge the duties of such office.

Section 2. Term of Office. Each officer of the Corporation shall hold her office for the term for which she was elected, or until she resigns or is removed by the Board, whichever first occurs.

Section 3. Appointment of Officers and Agents — Terms of Office. The Board from time to time may also appoint such other officers and agents for the Corporation as it shall deem necessary or advisable. All appointed officers and agents shall hold their respective positions at the pleasure of the Board or for such terms as the Board may specify, and they shall exercise such powers and perform such duties as shall be determined from time to time by the Board, or by an elected officer empowered by the Board to make such determination.

Section 4. Removal. Any officer or agent elected or appointed by the Board of Directors, may be removed or discharged by the Board whenever in its judgment the best interests of the Corporation would be served thereby, or by the Mother Superior of the Little Sisters of the Poor of Indianapolis, Inc., but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 5. Compensation. All elected or appointed officers of the Corporation shall serve without compensation.

Section 6. Delegation of Authority to Hire, Discharge, etc. The Board, from time to time, may delegate to the Chairman of the Board, the President, or other officer or executive employee of the Corporation authority to hire, discharge and fix and modify the duties, salary or other compensation of employees of the Corporation under their jurisdiction, and the Board may delegate to such officer or executive employee similar authority with respect to obtaining and retaining for the Corporation the services of attorneys, accountants and other experts.

Section 7. The President. The President shall be the chief executive officer of the Corporation. Except as otherwise provided for in these Bylaws, the President shall preside at all meetings of the Members and Directors. The President shall have general and active management of the business of the Corporation, and shall carry into effect all directions and resolutions of the Board. The President may execute all bonds, notes, debentures, mortgages and other contracts requiring a seal to be affixed thereto, and all other instruments for and in the name of the Corporation. The President, when authorized to do so by the Board, may execute powers of attorney from, for, and in the name of the Corporation, to such proper person or persons as she may deem fit, in order that thereby the business of the Corporation may be furthered or action taken as may be deemed by him necessary or advisable in furtherance of the interests of the Corporation. The President shall, unless the Board otherwise provides, be ex-officio a member of all standing committees, except the nominating committee. The President shall have such general executive powers and duties of supervision and management as are usually vested in the office of the chief executive of a corporation. The President shall have such other and further duties and authority as may be prescribed elsewhere in these Bylaws, or from time to time by the Board of Directors, and the Board may from time to time divide the responsibilities, duties, and authority between them to such extent as it may deem advisable. 18 The President shall: Represent the Guild at meetings with the administration of the St. Augustine Home; Assign responsibilities for the general oversight of the Guild’s activities and events to the First Vice President and Second Vice President; Appoint a nominating committee to prepare a slate of officers for the following business year; Establish special committees and appoint chairs as necessary; Perform such other duties customary to the Office of President, or as directed by the Mother Superior of the Home.

Section 8. The First Vice President. The First Vice President shall: Perform the presiding duties of the President in the absence of, or at the request of, the President; Represent administrative and fiscal needs of the assigned events and activities to other members of the Executive Committee and Board Members as assigned by the President.

Section 9. The Second Vice President. The Second Vice President shall: Represent administrative and fiscal needs of the assigned events and activities as assigned by the President; Record minutes of a meeting in the absence of the Secretary; Present the Treasurer’s report at a meeting in the absence of the Treasurer; Perform such duties as the President and/or Board of Directors may determine.

Section 10. The Secretary. The Secretary shall attend all sessions of the Board, and except as otherwise provided for in these Bylaws, all meetings of the members, and shall record or cause to be recorded all votes taken and the minutes of all proceedings in a minute book of the Corporation to be kept for that purpose. The Secretary shall perform like duties for the executive and other standing committees when requested by the Board or such committee to do so. The Secretary shall have the principal responsibility to give, or cause to be given, notice of all meetings of the members and of the Board of Directors, but this shall not lessen the authority of others to give such notice as is authorized elsewhere in these Bylaws. 19 The Secretary shall see that all books, records, lists and information, or duplicates, required to be maintained at the registered or some office of the Corporation in Indiana, or elsewhere, are so maintained. The Secretary shall keep in safe custody the seal of the Corporation if any, and when duly authorized to do so, shall affix the same to any instrument requiring it, and when so affixed, shall attest the same by her signature. The Secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in these Bylaws, or from time to time by the Board of Directors or the President, under whose direct supervision the Secretary shall be. The Secretary shall have the general duties, powers and responsibilities of a Secretary of a corporation, and such other duties as the President of the Board of Directors may determine.

Section 11. The Treasurer. The Treasurer shall have responsibility for the safekeeping of the funds and securities of the Corporation, and shall keep or cause to be kept full and accurate accounts of receipts and disbursements of all fund raising and administrative activities in books belonging to the Corporation. The Treasurer shall keep, or cause to be kept, all other books of account and accounting records of the Corporation, and shall deposit or cause to be deposited all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse, or permit to be disbursed, the funds of the Corporation as may be ordered, or authorized generally, by the Board, and shall render to the chief executive officers of the Corporation and the directors, whenever they may require it, an account of all her transactions as Treasurer and of those under her jurisdiction, and of the financial condition of the Corporation. The Treasurer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in these Bylaws or from time to time by the President or Board of Directors. If required by the Board, the Treasurer shall give the Corporation a bond in a sum and with one or more sureties satisfactory to the Board for the faithful performance of the duties of her office, and for the restoration to the Corporation, in the case of her death, resignation, retirement, or removal from office, of all books, papers, vouchers, money and other property of whatever kind in her possession or under her control which belong to the Corporation.

Section 12. Assistant Officers. The Board of Directors may from time to time designate and elect assistant officers, who shall have such powers and duties as the officers whom they are elected to assist shall specify and delegate to them, and such other powers and duties as these Bylaws or the Board of Directors may prescribe. In the absence of the President or in the event of her death, inability or refusal to act, the Vice-President shall perform the duties of the President, shall have all the powers of and be subject to all the restrictions upon the President. An assistant secretary may, in the event of the absence or the disability of the secretary, attest the execution of all documents by the Corporation.

Section 13. Duties of Officers May Be Delegated. If an officer of the Corporation shall be absent or unable to act, or for any other reason the Board may deem sufficient, the Board may delegate, for time being, some or all of the functions, duties, powers and responsibilities of any officer to any other officer or to any other agent or employee of the Corporation or other responsible person, provided a majority of the whole Board concur therein.

VII. INDEMNIFICATION

Section 1. Indemnification and Liability of Directors and Officers. Each person who is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another Corporation (including the heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation as of right to the full extent permitted or authorized by the laws of the State of Indiana, as now in effect and as hereafter amended, against any liability, judgment, fine, amount paid in settlement, cost and expense (including attorneys’ fees) asserted or threatened against and incurred by such person in her capacity as or arising out of his status as a director or officer of the Corporation or, if serving at the request of the Corporation, as a director of officer of another corporation. The indemnification provided by this bylaw provision shall not be exclusive of any other rights to which those indemnified may be entitled under any other bylaw, or under any agreement, vote of stockholders, or disinterested directors or otherwise, and shall not limit in any way any right which the Corporation may have to make different or further indemnifications with respect to the same or different person or classes of persons.

No person shall be liable to the Corporation for any loss, damage, liability or expenses suffered by it on account of any action taken or omitted to be taken by her as a director or officer of the Corporation, or of any other corporation which she serves as a director or officer at the request of the Corporation, if such person: (i) exercised the same degree of care and skill as a prudent person would have exercised under the circumstances in the conduct of her own affairs; or (ii) took or omitted to take such action in reliance upon advice of counsel for the Corporation, or for such other corporation, or upon statements made or information furnished by directors, officers, employees or agents of the Corporation, or of such other corporation, which she had no reasonable grounds to disbelieve.

To the extent that the foregoing provision concerning indemnification and liability conflict with any provisions of the Articles of Incorporation, then said Articles shall control. 

VIII. COMMITTEES

Section 1. Committee Formation. The Board may create committees as needed with the affirmation of a majority vote of the Board.

Section 2. Standing Committees. Standing Committees shall be comprised of a chair, an unspecified number of members needed to conduct the activities and events pertaining to the function of the committee. Standing Committees and their responsibilities are as follows:

A. Finance Committee. The Finance Committee is responsible for developing and reviewing fiscal procedures and annual budget and ensures that all expenditures must be within budget. Any major change in budget must be approved by the Board or the Executive Committee, and other such special committees as may be assigned.

B. Membership Committee. The Membership committee is responsible for maintaining accurate membership data and for assuring that a cohesive and coordinated recruitment and new member orientation process exists, is consistently implemented, and is compliant with the orientation requirements requested by the Home administration. The Membership Chairperson shall Oversee the chairs of the following committees: Ambassador, Data Management and New Member Orientation and other such special committees as may be assigned; Oversee the committees and individuals who are responsible for the following: 1. Recruitment and orientation of new Guild members; 2. Maintenance of an accurate and current membership data base; 3. Tracking and reporting of Guild members’ volunteer hours; 4. Processing membership forms; 5. Preparation and disbursement of the Annual St. Augustine Home Guild Handbook; Provide reports about membership to the Board upon request; Perform such other duties as the President and/or Board of Directors may determine.

C. Communication Committee. The Communication Committee oversees publicity and all internal and external communication of the Guild, including publication of the Guild Newsletter, and other such special communication as may be assigned. It shall: 1. Promote the mission of the Guild and create awareness of its value to the community; 2. Distribute appropriate news releases regarding Guild activities and events to local news media and church bulletins, and general membership. 3. Manage and maintain records of all official internal and external correspondence, including sympathy and get-well cards, e-blasts, and other communication as directed by the President and Board of Directors. 4. Perform such duties as the President and/or Board of Directors may determine.

D. Resident Activities Committee. The Resident Activities Committee shall consist of the chairs of the events and activities of the Home.

Section 3. Special Committees Nominating Committee: The Nominating Committee shall consist of a chair appointed by the President and an unspecified number of members. Members of the Nominating Committee are not eligible for officer positions. The Committee shall be responsible for selecting a slate of officers for the upcoming election and for managing the election process.

IX. GENERAL

Section 1. Checks. All checks or instruments for the payment of money and all notes of the Corporation shall be signed by such officer or officers, or such other person or persons as the Board of Directors may from time to time designate. If no such designation is made, and unless and until the Board otherwise provides, the President and Secretary, or the President and Treasurer, shall have power to sign all such instruments for, in behalf of, and in the name of the Corporation which are executed or made in the ordinary course of the Corporation’s business.

Section 2. Non-Profit Operation. The Corporation shall not have or issue shares of stock. No dividends will be distributed to its members or officers. No member of the Corporation shall have any vested right, interest or privilege in or to the assets, property, functions or activities of the Corporation.

Section 3. Fiscal Year. The Board of Directors shall have the paramount power to fix, and from time to time, to change, the fiscal year of the Corporation. In the absence of the action by the Board of Directors, however, the fiscal year of the Corporation shall be the calendar year.

Section 4. Directors’ Annual Statement. The Board of Directors may be present at each annual meeting, and, when called for by vote of the members, shall present to any annual or special meeting of the members, a full and clear statement of the business and condition of the Corporation.

Section 5. Execution of Contracts and Other Documents. Unless otherwise ordered by the Board of Directors, all written contracts and other documents entered into by the Corporation shall be executed on behalf of the Corporation by the President, and, if required, attested by the Secretary or an Assistant Secretary.

Section 6. Amendments of Bylaws. The Bylaws of the Corporation may from time be repealed, amended, or altered, or new Bylaws may be adopted, at any regular or special meeting of the Board of Directors, subject to approval of the Mother Superior of The Little Sisters of the Poor of Indianapolis, Inc.

The above Bylaws of the St. Augustine Home Guild, Inc. were approved by the Executive Officers on February 27, 2020 and presented at a General Membership Meeting on March 5, 2020.

Ellen Jose, Co-President
Pat Jannette Kirlin, Co-President
Nancy O’Bryan, Vice-President
Lu Ann Heitert, Secretary
Debbie Kukla, Treasurer

Typed signatures were approved in lieu of written signatures at a Zoom® meeting on May 27, 2020 as an in-person meeting was not possible due to the Covid-19 pandemic quarantine.