NASN By-Laws

BY-LAWS

OF

THE NORTH AMERICAN SALESIAN NETWORK

(NASN)

REVISED: 12/6/2023

ARTICLE I.  CORPORATE OFFICES AND PURPOSE

1. Organization Name: The North American Salesian Network (NASN)
2. Purpose/Mission: The North American Salesian Network (NASN) is an organization of both lay and religious groups that live the Salesian teachings of St. Francis de Sales and St. Jane de Chantal. NASN facilitates the sharing of Salesian resources, educational services, vocational efforts, and a variety of resources, bringing this optimistic, joy-filled spirituality to people throughout North America.  Our purpose/mission is limited solely to §501(c)(3) exempt purposes. (Amendment: 12/6/2023)
3. Office Location: 2200 Kentmere Parkway, Wilmington, Delaware 19802 (address of the Provincial Offices of the Oblates of St. Francis de Sales)
4. Office Phone: 716-754-4948 (Office phone number of the NASN Coordinator)
5. Member Organizations: An up-to-date list of membership organizations can be found on the NASN website (www.salesiannetwork.org).
6. Requests for NASN Membership: Other Salesian organizations ministering in North American may be added to NASN by a majority vote of the Board of Directors.

ARTICLE II.  BOARD OF DIRECTORS

1. Board Membership and Qualifications: NASN’s Board of Directors consists of the canonically and/or legally recognized leader of each Member Organization or their representative. Representatives must be a member of the Salesian organization they represent.
2. Tenure: Board Members will hold office until leadership changes in their organization or the leadership of their organization appoints another representative.
3. Termination: Member organizations may withdraw from NASN at anytime. We request this be done in writing on the member organization’s letterhead and signed by the leader of the member organization.
4. Annual Meeting: The annual meeting of the Board of Directors shall be held the week following Divine Mercy Sunday, or at another time as determined by the Board of Directors, for the purpose of advancing NASN’s mission, electing officers, receiving reports from, and assigning tasks to, the NASN Coordinator and subcommittees, determining membership fees and employee salaries, and for the transaction of such other business as may come before the meeting. Any Board Director may propose the time and place for the holding of additional regular meetings, pending the consent of a majority of Board Members.  Meeting venues and duration shall be determined through majority vote by the Board of Directors.
5. Quorum: A majority of membership organizations constitute a quorum for the transaction of business at any meeting of the Board of Directors.
6. Manner of Acting: 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 .
7. Action Without a Meeting: Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action to be so taken, shall be signed before such action by all of the directors.
8. Electronic Meeting of Directors: A board member shall be deemed to be personally present for the conduct of business at any meeting of the Board of Directors if such board member participates in said meeting by means of a conference telephone, internet or similar communications equipment through which all persons participating in the meeting can hear each other and discuss the matters presented to the Board.
9. NASN Coordinator: As an employee of the Board, the Coordinator is required to attend regular Board meetings in a non—voting capacity.

ARTICLE III.  OFFICERS

1. Number: The officers of the Corporation shall be President, Vice-President, Secretary, and Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect a Chair of the Board of Directors, who shall be responsible for the conduct of all meetings of the Board of Directors, and who shall perform such other duties as the Board of Directors may from time to time designate. The Board of Directors may also assign these responsibilities to the NASN Coordinator.
2. Election: The officers of the corporation shall be elected by the Board of Directors at the annual meeting of the Board of Directors. If the election of officers shall not be held at such a meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified, or until death, or until he or she shall resign or shall have been removed in the manner hereinafter provided.
3. Term of Office: Officers are expected to serve a two-year term, renewable once. After two consecutive terms, the officer is ineligible for the same position for one year.
   Officer election will staggered as follows: When the annual meeting falls on an even year, the Board will elect the President and Secretary. When the annual meeting falls on an odd year, the Board will elect the Vice-President and Treasurer. This practice will begin in 2022.
4. Removal: Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal will be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agents shall not in itself create contract rights.
5. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
6. President: The President shall be the principal executive officer of the Corporation, and subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. Unless delegated to a Board Chair or the NASN Coordinator, the President shall preside at all meetings of the Board of Directors. He may sign, either alone or with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, any contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
7. Vice-president: In the absence of the president or in the event of his death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
8. Secretary: The Secretary shall; (a) keep the minutes of the proceedings of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors .
9. Treasurer: The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VI of these Bylaws; and (c) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the president. If required by the Board of Directors, the Treasurer shall be given a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

ARTICLE IV.  INDEMNIFICATION OF DIRECTORS, OFFICERS

1. Definitions. For purposes of this Article:
   1. The terms “director or officer” shall include a person who, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan. A director or officer shall be considered to be serving an employee benefit plan at the request of the Corporation if his or her duties to the Corporation also impose duties on or otherwise involve services by him or her to the plan or to participants in or beneficiaries of the plan. The term “director or officer” shall also include the estate or personal representative of a director or officer, unless the context otherwise requires.
   2. The term “proceeding” shall mean any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, whether formal or informal, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.
   3. The term “party” includes an individual who is, was, or is threatened to be made a named defendant or respondent in a proceeding.
   4. The term “liability” shall mean any obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expense incurred with respect to a proceeding.
   5. When used with respect to a director, the phrase “official capacity” shall mean the office of director in the Corporation, and, when used with respect to a person other than a director, shall mean the office in the Corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Corporation, but in neither case shall include service for any foreign or domestic corporation or for any partnership, joint venture, trust, employee benefit plan, or other enterprise.
2. General Provisions: The Corporation shall indemnify any person who is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a director or officer of the Corporation, against expenses (including attorneys’ fees), liability, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding if such person [a] conducted himself in good faith, [b] reasonably believed, in the case of conduct in his or her official capacity with the Corporation, that his or her conduct was in the best interests of the Corporation, and, in all other cases, that his or her conduct was at least not opposed to the best interests of the Corporation, and [c] with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. However, no person shall be entitled to indemnification under this Section 2 either [a] in connection with a proceeding brought by or in the right of the Corporation in which the director or officer was adjudged liable to the Corporation or [b] in connection with any other proceeding charging improper personal benefit to the director or officer, whether or not involving action in his or her official capacity, in which he or she is ultimately adjudged liable on the basis that he or she improperly received personal benefit. Indemnification under this Section 2 in connection with a proceeding brought by or in the right of the Corporation shall be limited to reasonable expenses incurred in connection with the proceeding. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith or otherwise failed to meet the standard of conduct set forth in this Section 2.
3. Successful Defense on the Merits; Expenses: To the extent that a director or officer of the Corporation has been wholly successful on the merits in defense of any proceeding to which he or she was a party, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with such proceeding.
4. Determination of Right to Indemnification: Any indemnification under Section 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in each specific case upon a determination that indemnification of the director or officer is permissible under the circumstances because such person met the applicable standard of conduct set forth in such Section 2. Such determination shall be made [a] by the Board of Directors by a majority vote of a quorum of disinterested directors who at the time of the vote are not, were not, and are not threatened to be made parties to the proceeding, or [b] if such a quorum cannot be obtained, by the vote of a majority of the members of a committee of the Board of Directors designated the board, which committee shall consist of two or more directors who are not parties to the proceeding (directors who are parties to the proceeding may participate in the designation of directors to serve on such committee), or [c] if such a quorum of the Board of Directors cannot be obtained or such a committee cannot be established, or even if such a quorum is obtained or such a committee is so designated, but such quorum or committee so directs, then by independent legal counsel selected by the Board of Directors in accordance with the preceding procedures, or [d] by the members. Authorization of indemnification and evaluation as to the reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that, if the determination that indemnification is permissible is made by independent legal counsel, authorization of indemnification and evaluation of legal expenses shall be made by the body that selected such counsel.
5. Advance Payment of Expenses; Undertaking to Repay: The Corporation shall pay for or reimburse the reasonable expenses (including attorneys’ fees) incurred by a director or officer who is a party to proceeding in advance of the final disposition of the proceeding if [a] the director or officer furnishes the Corporation a written affirmation of his or her good faith belief that he or she conducted himself in good faith, [b] the director or officer furnishes the Corporation with a written undertaking, executed personally or on his or her behalf, to repay the advance if it is determined that he or she did not conduct himself in good faith, which undertaking shall be an unlimited general obligation of the director or officer but which need not be secured and which may be accepted without reference to financial ability to make repayment, and [c] a determination is made by the body authorizing indemnification that the facts then known to such body would not preclude indemnification.
6. Reports to Member: In the event that the Corporation indemnifies, or advances the expenses of, a director or officer in accordance with this Article in connection with a proceeding by or on behalf of the Corporation, a report of that fact shall be made in writing to the members with or before the delivery of the notice of the next meeting of the members.
7. Other Employees and Agents: The Corporation shall indemnify such other employees and agents of the Corporation to the same extent and in the same manner as is provided above in Section 2 with respect to directors and officers, by adopting a resolution by a majority of the members of the Board of Directors specifically identifying by name or by position the employees or agents entitled to indemnification.
8. Insurance: The Board of Directors may exercise the Corporation’s power to purchase and maintain insurance (including without limitation insurance for legal expenses and costs incurred in connection with defending any claim, proceeding, or lawsuit) on behalf of any person who is or was a director or officer of the Corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article.
9. Nonexclusivity of Article: The indemnification provided by this Article shall not be deemed exclusive of any other rights and procedures to which one indemnified may be entitled under the Articles of Incorporation, any bylaw, agreement, resolution of disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of such person’s heirs, executors, and administrators.

ARTICLE V.  AMENDMENTS

These By-laws may be altered, amended or repealed and new By-laws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors .

ARTICLE VI. DISSOLUTION

Upon dissolution, all assets shall be distributed to an organization(s) organized and operated exclusively for charitable purposes, as specified in section 214, and which has established its tax exempt status under section 501(c)(3) of the Internal Revenue Code. (Amendment: 12/6/23)