BY LAWS ARTICLE I. NAME OF ORGANIZATION The name of the organization shall be Friends of St. Denis, headquartered in Versailles, Darke County, Ohio. ARTICLE II. CORPORATE PURPOSE Section 1. Nonprofit Purpose This organization intends to operate as an exempt organization pursuant to Section 501(c)(3) of the Internal Revenue Code; and is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the receipt of funds and 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. Section 2. Specific Purpose The purpose of this organization is to work in cooperation with the St. Denis Parish Council in a common goal to fund renovation, maintenance and upkeep projects for the St. Denis Catholic Church and its grounds and facilities; in its present needs and to provide an avenue of support for the funding of future projects. ARTICLE III. MEMBERSHIP Section 1. Eligibility for Membership The membership of the organization shall consist of the Board of Directors. ARTICLE IV. BOARD OF DIRECTORS Section 1. General Powers The affairs of the organization shall be managed by its Board of Directors.  The Board of Directors shall have control of and be responsible for the management of the affairs, funds, and property of the organization. Section 2. Number, Tenure, Requirements, and Qualifications The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than three (3) nor more than seven (7) including the following officers: the President, the Vice-President, the Secretary/Treasurer. The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified.  All members of the Board of Directors must be approved by a majority vote of the members present and voting.  No vote on new members of the Board of Directors, shall be held unless a quorum of the Board of Directors is present as provided in Section 5 of this Article. No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time. Each member of the Board of Directors shall hold office for up to a three-year term, with no term limit. Newly elected members of the Board of Directors who have not served before shall serve initial one-year terms.  At the conclusion of the initial one-year term, members of the Board of Directors may serve additional three year terms.  Their terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-third (1/3) of all members of the Board of Directors shall expire. Section 3. Regular and Annual Meetings An annual meeting of the Board of Directors shall be held at a time and day in the month of October of each calendar year and at a location designated by the President of the Board of Directors.  The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board.  Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days prior to the meeting date. Section 4. Special Meetings Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors.  The person or persons authorized to call special meetings of the Board of Directors may fix any location as the place for holding any special meetings of the Board called by them.  Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone or electronic methods or by written notice.  Section 5. Quorum The presence, in person of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice.  The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws. Section 6. Forfeiture Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by October 1st shall automatically forfeit his or her seat on the Board.  The Secretary/Treasurer shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy.  Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 13 of this Article in these by-laws. Section 7. Vacancies Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting.  Vacancies may be created and filled according to specific methods approved by the Board of Directors. Section 8. Compensation Members of the Board of Directors shall not receive any compensation for their services as Directors. Section 9 Informal Action by Directors Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, or group email exchange, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors. Section 10. Confidentiality Directors shall not discuss or disclose information about the organization or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the organizations’ purposes, or can reasonably be expected to benefit the organization.  Directors shall use discretion and good business judgment in discussing the affairs of the organization with third parties.  Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the organization, including but not limited to accounts on deposit in financial institutions. Section 11. Advisory Council An Advisory Council for any specific project or purpose may be created whose members shall be appointed by the members of the Board of Directors but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board.  Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors.  Members of the Advisory Council shall possess the desire to serve the organizations’ purposes and support the work of the organization by providing expertise and professional knowledge.  Members of the Advisory Council shall comply with the confidentiality policy set forth herein. Section 12. Parliamentary Procedure Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order. Section 13. Removal. Any member of the Board of Directors or members of any Advisory Council may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the organization would be served thereby.  Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action.  An officer who has been removed as a member of the Board of Directors shall automatically be removed from office. Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Board pursuant to Section 6 of this Article and are not entitled to the removal procedure outlined in Section 13 of this Article. ARTICLE V. OFFICERS The officers of this Board shall be the President, Vice-President, and Secretary/Treasurer. All officers must have the status of active members of the Board. Section 1. President The President shall have the following duties: shall preside at all meetings of the Board of Directors. shall have general and active management of the business of this organization. shall ensure that all actions of this board are compliant with the non-profit purpose and specific purpose of the organization as outlined in Article 2 of these Bylaws. shall submit a report of the operations of the program for the fiscal year to the Board of Directors at their annual meetings. shall have the power and duties usually vested in the office of the President. Section 2. Vice-President The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-President duties are: shall have the duty of chairing any appointed Advisory Council as described in Section 11 of Article IV, and such other duties as may, from time to time, be determined by the  Board. Section 3. Secretary/Treasurer The Secretary/Treasurer duties shall consist of: shall record all votes and minutes of all proceedings in a book to be kept for that purpose. In concert with the President shall make the arrangements for all meetings of the Board of Directors, including the annual meeting of the organization. shall perform all official correspondence from the Board as may be prescribed by the Board or the President. shall submit for approval of all expenditures of funds raised by the Board. shall present a complete and accurate report of the finances of the organization at each meeting of the members, or at any other time upon request of the Board. shall perform such other duties as may be prescribed by the Board. Section 5. Election of Officers The election shall be held at the annual meeting of the Board of Directors. Those officers elected shall serve a term of one (1) year, commencing at the next meeting following the annual meeting. Section 6. Removal of Officer The Board of Directors with the concurrence of 3/4 of the members voting at the meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion. Section 7. Vacancies The Board of Directors shall fill vacancies which occur between annual meetings, including those of officers.   The persons filling any vacancy shall hold membership or office for the unexpired term in respect of which such vacancy occurred. ARTICLE VI. – Conflict of Interest Section 1: Purpose The purpose of the Conflict of Interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Section 2: Definitions Interested Person Any director, principal officer, or member of the organization with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. Financial Interest A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. A financial interest is not necessarily a conflict of interest.  A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. Section 3. Procedures Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Section 4. Records of Proceedings The minutes of the governing board shall contain: The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s decision as to whether a conflict of interest in fact existed. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. ARTICLE VII. IDEMNIFICATION Section 1. General To the full extent authorized under the laws of the State of Ohio, the organization shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the organization, or any person who may have served at the organization’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise. Section 2. Expenses Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder. Section 3. Insurance The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the organization would have the power or obligation to indemnify such person against such liability under this Article. ARTICLE VIII. BOOKS AND RECORDS The organization shall keep complete books and records of account and minutes of the proceedings of the Board of Directors. ARTICLE IX. AMENDMENTS Section 1. Articles of Incorporation The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article V of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office. Section 2. Bylaws The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors. ARTICLE X. DISPOSITION OF ASSETS Section 1. Disposition of Assets upon Dissolution Upon dissolution of this organization, any funds or property on hand shall be disposed of by conveying them to the St. Denis Parish (St. Valbert Cemetery Fund), located in Versailles, Ohio; a non-profit church organization organized under Section 501(c)(3) of the Internal Revenue Code. ADOPTION OF BYLAWS We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the seven (7) preceding pages, as the Bylaws of this corporation. ADOPTED AND APPROVED by the Board of Directors on this ___1___ day of ____13__________, 20_23____. ________________________________________ Joe Schlater, President – Friends of St. Denis ________________________________________ ATTEST: Jim Schulte, Secretary/Treasurer – Friends of St. Denis Employer ID Number: 92-1990846 Public Charity Status: 170(b)(1)(A)(vi) Addendum applies: DLN: 26053434002863 A registered IRC 501 ( c ) (3) Charitable Organization