BY LAWS
MARIAN HOMES, INC.
(the "Corporation")
ARTICLE I
Organization
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
ARTICLE II
Offices
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.
ARTICLE III
Purpose
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.
ARTICLE IV
Membership
Section 4.1. Members.
This Corporation shall have no members.
ARTICLE V
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.
ARTICLE VI
Committees
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.
ARTICLE VII
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.
ARTICLE VIII
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.
ARTICLE IX
Corporate
Records
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.
ARTICLE X
Miscellaneous
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.