MARIAN HOMES, INC.
Section 1.1. Name. This Corporation shall be known as Marian Homes, Inc.
Section 1.2. Nonstock Corporation. This Corporation shall be incorporated in the Commonwealth of Virginia as a Nonstock Corporation. This Corporation is not organized for profit and shall have no capital stock.
Section 1.3. Affiliation. This Corporation is a separate, non-profit Corporation
established by the St. Mary of Sorrows, Knights of Columbus, Council 8600, for the expressed purpose as stated in Article III, Section 3.1
Section 2.1. Principal Office. The principal office shall be located at the Old St. Mary's Hall on the grounds of St. Mary of Sorrows Historic Church in Fairfax Station, Virginia. The mailing address for the Corporation shall be Marian Homes, Inc., P.O. Box 7003, Fairfax Station, Virginia 22039. The Corporation may have offices and places of business at such other places within and without the Commonwealth of Virginia as shall be determined by the Directors.
Section 3.1. Purchase and Maintain Group Homes for the Intellectually Disabled. The purpose of the Corporation shall be to purchase and maintain group homes for the intellectually disabled. Funds for the purchase of the group homes will be generated by the Corporation. The professional staffing and management of the homes shall be the responsibility of a care provider that operates group homes for the intellectually disabled.
A Memorandum of Understanding between the care provider and the Corporation shall be developed establishing this relationship.
Section 3.2. Tax-Exempt Organization. This Corporation is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
No part of the net earnings of the Corporation shall result in benefit of, or be distributed to, the directors, officers, or other private persons, except that the Corporation 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 above.
No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision of the Articles of Incorporation or these Bylaws, the Corporation shall not carry on any other activities 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 the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 3.3. Intended Distributees Upon Dissolution. Upon dissolution of the
Corporation, the Officers shall, after paying or making provisions for the payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation in such manner, or to such organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as at the time shall 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, as the Board of Directors shall determine.
To the extent allowed by law, the intent is to distribute any remaining assets to the St. Mary of Sorrows Knights of Columbus, Council 8600 or its successor. Any assets not so disposed of shall be provided to other local Knights of Columbus councils as may be designated by the then current Board of Directors.
However, if any named recipient is not in existence, or no longer a qualified distributee, or unwilling or unable to accept the distribution, then the remaining assets of this Corporation shall be distributed to a fund, foundation or corporation organized exclusively for the
purposes specified in Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, as the then current Board of Directors shall determine
Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated for such purposes.
Section 4.1. Members. This Corporation shall have no members.
Board of Directors
Section 5.1. General. The Corporation shall be managed by a Board of Directors. Each director shall be at least 18 years of age, and shall be a member in good standing of the Knights of Columbus, Council 8600, or any successor thereto. The initial Board of Directors shall consist of nine members. In addition, the Board will consist of a representative of the care provider who will serve as a non-voting member. Thereafter, the number of directors constituting the entire Board shall be no less than three and not more than fifteen. Subject to the foregoing, the number of the Board of Directors may be fixed from time to time by action of the Directors.
The number of Directors may be increased or decreased by the Board of Directors. To effect such increase or decrease shall require the vote of a majority of the Board of Directors. No decrease shall shorten the term of any director then in office.
Section 5.2. Officers and Directors. The Officers of this Corporation shall consist of a President, a Secretary, and a Treasurer. Said Officers shall be selected from the Board of Directors of the Corporation. The President of the Corporation shall act as the Chairperson of the Board of Directors.
Section 5.3. Duties of the President. The President presides over and conducts meetings, forms committees and appoints chairs as needed to facilitate the operation of the Corporation
pursuant to the Board of Director's approval as required by Section 6.3 of Article VI, and sets the annual meeting schedule.
The President, or such other person as the President or Board may designate, shall report on a monthly basis to Knights of Columbus, Council 8600.
Section 5.4. Duties of the Secretary. The Secretary records attendance, prepares and maintains custody of the Director's meetings, and authenticates records and documents for the Corporation. In the absence of the President, the Secretary also assumes the responsibilities and duties of the office of the President.
Section 5.5. Duties of the Treasurer. The Treasurer shall maintain and track all financial records of the Corporation, file monthly collection of sales tax forms with the Virginia Department of Taxation, provide monthly Treasurer's report to the Board of Directors, and prepare such other statements as the Board may direct.
Section 5.6. Resignation. Any Officer or Director may resign his position at any time by delivering written notice to the Board of Directors, its Chairperson, the President, or the Secretary. Any resignation shall become effective when the notice is delivered, unless the notice specifies a later effective date. The acceptance of such resignation shall not be necessary to make it effective, unless otherwise specified therein, in which event the resignation shall take effect upon its acceptance by the Board of Directors, unless the notice specifies a later effective date.
Section 5.7. Removal Of Officers and Directors. Any Officer or Director of the Corporation may be removed, with or without cause, at any time, by a resolution passed by affirmative vote of a majority of the Board of Directors with voting privileges provided a quorum is present. An Officer or Director may be removed only at a meeting called for the purpose of removing him. The meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the Officer or Director.
Section 5.8. Vacancies. Vacancies shall be filled by election at the next regular meeting, or as soon as possible after the vacancy occurs, by a majority of the Board of Directors with voting privileges provided a quorum is present. If the Board of Directors is unable to fill any vacancy within three (3) months of the resignation or removal of any Officer or Director, then the remaining Directors may (i) select a qualified individual to fill such vacancy or (ii) decide to leave the position vacant until the next scheduled election. Such appointed Director or Officer shall not be appointed without his prior consent. Such appointed Officer or Director will only serve for the remainder of the term for the Director or Officer replaced and such service will not affect the replacement's eligibility to serve two consecutive terms.
Section 5.9. Restrictions. See Section 5.1.
Section 5.10. Election of Directors/Officers. Nominations to fill the eligible elected positions or vacancies will be taken from the floor at the May meeting of Directors. Elections will be held at the regular June meeting. No individual shall be nominated or elected as a Director or Officer without his prior consent.
Section 5.11. Tenure and Term of Directors. Directors will normally serve for one term, but may serve for more than one term if elected to do so by the Board. Terms will be three years, each term to begin on July 1.
Section 5.12 Regular Meeting of the Directors. Immediately after each annual election of Directors, the newly elected Board of Directors may meet at the principal office of the Corporation, or any other location as agreed to by the Directors, for the purpose of organization and the transaction of other business; if a quorum of the Directors be then present, no prior notice of such meeting shall be required. Other regular meetings of the Directors may be held without notice at such times and Places as the Directors may determine.
Section 5.13. Special Meetings of the Directors. Special meetings of the Directors may be called by the Chairperson of the Board or the President and must be called at the written request of any other Director.
Section 5.14. Notice of Special Meeting. Notice of a special meeting of the Directors shall be given to each Director at least five (5) days prior to the meeting, but such notice may be waived in writing at any time.
Section 5.15. Quorum. A majority of the Board of Directors shall constitute a quorum at all meetings of the Board of Directors.
Section 5.16. Manner of Acting. Except as may be otherwise provided in these Bylaws or by law, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 5.17. Action Without a Meeting of the Board of Directors Taken by Written Consent of the Directors. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if one or more consents, in writing, setting forth the action so taken, shall be signed by all of the directors, either before or after the action taken, and included in the minutes or filed with the corporate records reflecting the action so taken. Such action shall be effective when the last director signs the consent, unless the consent specifies a different effective date, in which event an action so taken shall be effective on the date specified therein, provided the consent states the date of execution by each director. Any such consent shall have the same force and effect as a unanimous vote of the directors.
Section 5.18. Participation in Meetings Through Use of Communication Devices. Any or all Directors may participate in a regular or special meeting of the Board of Directors by, or conduct the meeting through, the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by such means shall be deemed to be present in person at the meeting.
Section 6.1. Eligibility. The Board of Directors or President may create one or more Committees. Each Committee shall have at least one Director as a member and as many other members as are necessary. Any Member in good standing of St. Mary of Sorrows, Knights of Columbus, Council 8600 is eligible to serve on a Committee and no such Member shall serve on any Committee without his consent.
Section 6.2. Approval Required. The creation of a Committee and the appointment of the Director or Directors to it shall be approved by a quorum of the Directors as specified in Section 5.15 of Article V of these Bylaws, or as otherwise specified in the Articles of Incorporation.
Section 6.3. Advisory Members. The Directors or President may appoint any person to any Committee as they see fit, but such Committee members shall serve in an advisory capacity only and shall have no voting privileges on Committee matters. Further, such advisory members shall not be counted towards "quorum" or "number of members present" requirements.
Section 6.4. Meetings and Voting. The provisions set forth in Section 5.12 through 5.14 of Article V governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors, apply to Committees and their members as well.
Section 6.5. Restrictions. To the extent specified by the Board of Directors or in the Articles of incorporation or Bylaws, each Committee may exercise the authority of the Board of Directors, except that a Committee may not direct action in the name of the Corporation, or take action in the name of the Corporation, such authority being reserved to the Board of Directors and the Officers, respectively.
Notwithstanding the restrictions on a Committee specified in this Section, there are no restrictions on any Committee making recommendations to the Board of Directors.
Limitation on Liability
Section 7.1. Limitation on Liability. In any proceeding against a Director or Officer of Marian Homes who receives compensation from this Corporation for his services as such, the damages assessed arising out of a single transaction, occurrence, or course of conduct shall not exceed the amount of compensation received by the Director or Officer from the Corporation during the twelve month period immediately preceding the act or omission or course of conduct for which the liability was imposed. A Director or Officer who serves this Corporation without compensation for his services shall not be liable for damages in any such proceeding. It is understood that the "Hold Harmless" clause shall apply to the Board of Directors of Marian Homes, the members of St. Mary's Knights of Columbus Council 8600 and their heirs for the period of ownership of Marian Homes.
Section 7.2. Exceptions. The liability of a Director or Officer shall not be limited as provided for in this Article if the Director or Officer engaged in willful misconduct or a knowing violation of the criminal law.
Section 7.3. No Retroactive Reduction or Elimination of Limitation on Liability. No limitation on or elimination of liability adopted pursuant to this Article may be affected by any amendment of the Articles of Incorporation or these Bylaws with respect to any act or omission or course of conduct occurring before such amendment.
Indemnification of Directors and Officers
Section 8.1. Definition. As used in this Article, the terms "Director" or "Officer" shall apply to any individual who is or was a Director or Officer of the Corporation and shall include, unless the context requires otherwise, the estate or personal representatives of a Director or Officer.
Section 8.2. Indemnification. Except as provided for in Section 8.4 of this Article, the Corporation shall indemnify any individual who is or was a Director or Officer of the Corporation made a party to any proceeding because of his position as a Director or Officer against liability incurred in the proceeding if:
A. The Director or Officer conducted themselves in good faith;
B. The Director or Officer believed:
(1) In the case of conduct in their official capacity with the Corporation was in the best interests of the Corporation; and
(2) In all other cases, that their conduct was at least not opposed to the best interests of the Corporation; and
C. In the case of any criminal proceeding, the Director or
Officer had no reasonable cause to believe his conduct was unlawful.
Section 8.3. Termination of Proceeding. The termination of a proceeding by judgment, order, settlement or conviction is not of itself determinative that the Director or Officer did not meet the standard of conduct described in Section 8.2 of this Article.
Section 8.4. Exclusions. The Corporation may not indemnify a Director or Officer under this Article if:
A. In connection with a proceeding by or in the right of the Corporation in which the Director or Officer is adjudged liable to the Corporation; or
B. In connection with any other proceeding charging improper personal benefit to them, whether or not involving action in their official capacity, in which The Director or Officer was adjudged liable on the basis that personal benefit was improperly received by them.
C. Nothing in this Section precludes the Corporation from extending indemnity to a Director or Officer under the conditions set forth in Subsections A and B of this Section provided the Corporation complies with the provisions set for in Section 8.9 below and its requirements.
Section 8.5. Mandatory Indemnification. Unless otherwise limited by the Articles of Incorporation, the Corporation shall indemnify a Director or Officer who entirely prevails in the defense of any proceeding to which the Director or Officer is a party because the Director or Officer is or was a Director or Officer of the Corporation against reasonable expenses, including attorney fees, incurred by them in connection with the proceeding.
Section 8.6. Indemnification Limits. Indemnification permitted under this Article in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses, including attorney fees, incurred in connection with the proceeding.
Section 8.7. Advances for Expenses.
A. The Corporation shall pay for or reimburse the reasonable
expenses, including attorney fees, incurred by a Director or Officer who is a party to a proceeding in advance of final disposition of the proceeding if:
(1) The Director or Officer furnishes the Corporation a written statement of his good faith belief that the Director or Officer has met the standard of conduct required by this Article;
(2) The Director or Officer furnishes the Corporation a written undertaking, executed personally or on their behalf, to repay the advance if it is ultimately determined that the Director or Officer did not meet the required standard of conduct; and
(3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this Article.
B. The undertaking required by Subdivision (2) of Subsection
A of this Section shall be an unlimited general obligation of the Director or Officer, but need not be secured and may be accepted without reference to financial ability to make repayment.
C. Determinations and authorizations of payments under this
section shall be made in the manner as specified in Section 11.8 below.
Section 8.8. No Indemnification Until Properly Determined and Authorized.
A. The Corporation shall not indemnify a Director or Officer
under this Article unless authorized in the specific case after a determination has been made that the indemnification of the Director or Officer is permissible in the circumstances because the Director or Officer has meet the standard of conduct required by this Article.
B. The determination shall be made:
(1) By the Board of Directors by majority vote of a quorum consisting of Directors not at the time parties to the proceeding;
(2) By special legal counsel:
(a) Selected by the Board of Directors or its
committee in the manner prescribed in Subdivision (1).
C. Authorization of indemnification and evaluation as to
reasonableness of expenses, including attorney fees, shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses, including attorney fees, shall be made by those entitled under Subdivision (2)(a) of Subsection B of this Section to select counsel.
Section 8.9. Further Indemnity May Be Authorized. The Corporation shall have the power to make further indemnity, including indemnity with respect to a proceeding by or in the right of the Corporation, and to make additional provision for advances and reimbursement of expenses, including attorney fees, to any Director or Officer that may be authorized by the Articles of Incorporation or these Bylaws or any resolution adopted, before or after the event, except an indemnity against (i) willful misconduct or (ii) a knowing violation of the criminal law. Unless the Articles of Incorporation, or any such Bylaw or resolution expressly provides otherwise, any determination as to the right to any further indemnity shall be made in accordance with Subsection B of Section 8.8 above. Each such indemnity may continue as to a person who
has ceased to have the capacity as a Director or Officer and may inure to the benefit of the heirs, executors and administrators of such a person.
Section 8.10. No Retroactive Reduction or Elimination of Indemnity. No right provided to any Director or Officer pursuant to this Article may be reduced or eliminated by any amendment of the Articles of Incorporation or these Bylaws with respect to any act or omission or course of conduct occurring before such amendment.
Section 9.1. Corporate Records. The Corporation shall:
A. Keep as permanent records of the Corporation minutes of all meetings of the Board of Directors and of all actions taken by the Board of Directors without a meeting.
B. Maintain appropriate accounting records.
C. Maintain a record of its Board of Directors, in a form that permits preparation of a list of the names and addresses of all Directors, in alphabetical order by class, if any. These records may be maintained by an agent of the Corporation.
D. Maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
E. Keep a copy of the following records:
(1) The Corporation's Articles or restated Articles of Incorporation and all amendments;
(2) The Corporation's Bylaws or restated Bylaws and all amendments to them;
(3) Any resolutions adopted by the Corporation's Board of Directors creating one or more classes of Members, and fixing their relative rights, preferences, and limitations;
(4) The minutes of all meetings, and records of all action taken without a meeting, for the past three years;
(5) All written communications to Directors generally within the past three years, including the financial statements furnished for the past three years in accordance with Section 9.2 of these Bylaws and by law;
(6) A list of the names and business addresses of the Corporation's current directors and officers: and
(7) The Corporation's most recent annual report delivered to the State Corporation Commission of Virginia;
(8) All tax filings of the Corporation;
(9) All monthly reports to Council 8600.
Section 9.2. Inspection of Records by Directors. Any Director of the Corporation is entitled to inspect and copy, during regular business hours at the Corporation's principal office, any of records of the Corporation described in Subsection E of Section 9.1 if the Director gives the Corporation written notice of the demand at least five (5) business days before the date on which the Director wishes to inspect and copy.
Section 9.3. Corporation's Right to Charge for Copies. The Corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the Director. The charge may not exceed the estimated cost of production or reproduction of the records.
Section 10.1. Waiver of Notice. Unless otherwise provided by law, whenever any notice is required to be given to any Director under the provision of these Bylaws or by 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 equivalent to the giving of such notice. A Director who attends a meeting shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the transaction of any business at such meeting because the meeting is not lawfully called or convened.
Section 10.2 Fiscal Year. The fiscal year of the Corporation shall begin on January 1 in each year.
Section 10.3. Annual Audit. The Board of Directors shall provide for an independent annual audit. The audit shall be conducted by a person or organization chosen by the Directors.
Section 10.4. Compensation. The Board of Directors, by resolution, 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 above in Section 3.1 of Article III.
Section 10.5. Amendments to Bylaws. Except as otherwise provided by law, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors by resolution.
History of Amendments: October 13, 2009; July 23, 2019.