.

Bylaws Continued 

ARTICLE 13: COMMITTEES 13.1 Appointment In accordance with the needs of the Federation, the President, with the approval of the National Board, may appoint and determine the duties and reporting requirements of Standing and Ad Hoc Committees to carry out special assignments. 13.2 Standing Committees Standing Committees, including the Development Committee, the Finance Committee, the Justice, Peace, and Integrity of Creation (JPIC) Committee, and others as needed, are established and the terms for committee members are identified in policies approved by the National Board. The members of the Standing Committees retain their positions until the close of the Annual Federation Conference, when their appointed successors assume the role. 13.3 Ad Hoc Committees Ad Hoc Committees may be established for specific tasks by the National Board. Upon completion of Ad Hoc Committee assignments and reporting to the Executive Director, the function of the Committee ceases. 13.4 Reconciliation Committee 13.4.1 Purpose The Reconciliation Committee mediates conflicts that may arise within the Federation as a last resort to resolution of a conflict and is activated only when mediation is necessary. This committee is not a grievance Committee for employees. 13.4.2 Composition The Reconciliation Committee is composed of seven members. When activated, two members are designated by each commission from their commission. A convener is appointed by the National Board. 13.4.3 Responsibilities If conciliation is not reached following communication through the appropriate channels: Executive Committee(s) of the Commissions and the National Board, then the party(ies) to the conflict may bring the issue to the Reconciliation Committee. The Reconciliation Committee reviews what has been done to resolve the issue and makes recommendations to the party(ies). If the parties cannot come to a mutually agreeable resolution, the Reconciliation Committee shall make a binding decision by a 2/3 vote of the committee. ARTICLE 14: ANNUAL FEDERATION CONFERENCE (AFC) Ordinarily, the Federation meets at least once a year for the Annual Federation Conference for education and enrichment. The time and place are chosen by the National Board. This conference is open to all Members and others interested in the TOR charism. ARTICLE 15: ANNUAL FEDERATION MEETING (AFM)
15.1 Annual Federation Meeting Annually the three Commissions and the National Board participate in the Annual Federation Meeting which normally occurs during the Annual Federation Conference (AFC: Article 14). The President of the National Board presides at the Annual Federation Meeting (AFM). 15.2 Agenda The agenda may include, but is not limited to: a. The President’s Address; b. The Annual Report; c. Agenda submitted by the Commissions and the National Board; d. Issues related to the Mission and direction of the Federation; e. Resolutions; f. Installation of newly elected Directors of the National Board. 15.3 Voting Ordinarily, decisions are made by consensus. If a vote is necessary, as determined in these Bylaws or by the National Board, all Congregational, Organizational, and Individual Members present at the meeting have the right to vote. An absolute majority is required. ARTICLE 16: SPECIAL MEETINGS OF THE EXECUTIVE COMMITTEES For serious reason, special meetings of the Executive Committees of the Commissions and the National Board may be called by the President, by at least three members of the National Board or by the Executive Committee of a Commission. Participants must be given at least four (4) week’s notice of the meeting date unless at least 2/3 of the participants agree to a shorter notice time. ARTICLE 17: THE EXECUTIVE DIRECTOR 17.1 Responsibilities of the Executive Director The Executive Director shall be a Third Order Regular Franciscan who will: 17.1.1 Exercise the administration of the National Office of the Federation;  17.1.2 Provide required reporting for the civil corporation;  17.1.3 Report to and be accountable to the National Board; 17.1.4 Provide an Annual Report of activities and finances to the Board and the  Membership; 17.1.5 Represent and speak on behalf of the Federation as directed by the National Board;  17.1.6 Attend all meetings of the National Board and the Executive Committee of the  National Board, but shall have no vote;  17.1.7 Provide for appropriate communications to the members;  17.1.8 Provide services to the Board and Commissions at the direction of the President;  17.1.9 Hire, supervise, evaluate, and dismiss all staff and volunteers;  17.1.10 Assist the Board with the preparation and coordination of the Annual Federation  Conference and Annual Federation Meeting;  17.1.11 Perform tasks assigned by the President;
17.1.12 Maintain communication with the International Franciscan Conference - Third Order Regular and other organizations as designated by the National Board. 17.2 Appointment of the Executive Director The President may appoint a Search Committee to design a process for the recruitment and appointment of an Executive Director. The process must be approved by the National Board. The National Board appoints the Executive Director for a term of three years renewable once. 17.3 Accountability The Executive Director is directly accountable to the President of the National Board for the performance of her/his duties. ARTICLE 18: AMENDMENT OF THE BYLAWS Amendments to these Bylaws are made by a two-thirds vote of the Congregational Members as determined in Article 6.4, provided that the proposed amendment(s) has(have) been distributed to the voting members at least 20 days prior to the meeting. Ordinarily, these amendments have been reviewed by the Commissions and the National Board prior to the vote of the Congregational Members. ARTICLE 19: INDEMNIFICATION To the fullest extent permitted by law, the Federation shall indemnify its past or present Directors and Officers, and their heirs, executors and administrators, against any and all expenses actually and necessarily incurred by them in the defense or settlement of any actual or threatened action, suit or proceeding in which they, or any of them, are made a party, by reason of their being or having been a Director or Officer of the Federation. The Federation shall purchase and maintain a Director and Officer Liability Policy insuring the Federation and its individual Directors and Officers against the cost of defending a claim or paying a settlement or decision for which such Directors or officers are eligible to be indemnified pursuant to this Article. The right of a Director or Officer to indemnification by the Federation shall be in addition to, and not exclusive of, all other rights to indemnification to which he/she otherwise may be entitled, including any rights to indemnification under the terms of the Director and Officer Liability Policy. ARTICLE 20: CONFLICT OF INTEREST Whenever a Director or Officer has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall: a) Fully disclose the nature of the interest, and; b) Withdraw from discussion and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval. ARTICLE 21: DISSOLUTION
Dissolution is a reserved power of Congregational Members (Article 6.4.2). The decision to dissolve the Franciscan Federation may be recommended or reviewed at the Annual Federation Meeting or by the National Board but must be approved by the Congregational Members. If the Congregational Members resolve to dissolve the organization, the National Board determines the disposal of the remaining assets with the approval of the Congregational Members and is charged with the liquidation in accord with the Articles of Incorporation. Approved as amended: August 21, 1995, August 16, 2000, August 19, 2003 Provisional Bylaws approved: July 12, 2009 Revised and approved: July 28, 2012
The treasurer: 11.6.1 Assures responsible custody and management of funds, insurance, and other financial obligations under the direction of the National Board; 11.6.2 Submits an annual report and other such reports as may be required by the President  or National Board; 11.6.3 Assures the appropriate filing of required reports to civil authorities. ARTICLE 12: EXECUTIVE COMMITTEE OF THE NATIONAL BOARD 12.1 Executive Committee The Executive Committee of the National Board of the Franciscan Federation consists of the officers of the National Board: the President, Vice-President, Secretary, and Treasurer. 12.2 Duties of the Executive Committee The duties of the Executive Committee of the National Board are to: 12.2.1 Act in the name of the Franciscan Federation between ordinary meetings; 12.2.2 Review annually all contracts entered into by the Federation; 12.2.3 Evaluate annually the performance of the Executive Director. 12.3 Executive Committee Meetings of the National Board The Executive Committee of the National Board meets as necessary to conduct business in the name of the National Board as authorized by the Board. 12.4 Quorum Three-fourths of the Executive Committee of the National Board must be present to constitute a quorum.

Bylaws Continued 

© Copyright Franciscan Federation 2015
The treasurer: 11.6.1 Assures responsible custody and management of funds, insurance, and other financial obligations under the direction of the National Board; 11.6.2 Submits an annual report and other such reports as may be required by the President  or National Board; 11.6.3 Assures the appropriate filing of required reports to civil  authorities. ARTICLE 12: EXECUTIVE COMMITTEE OF THE NATIONAL BOARD 12.1 Executive Committee The Executive Committee of the National Board of the Franciscan Federation consists of the officers of the National Board: the President, Vice-President, Secretary, and Treasurer. 12.2 Duties of the Executive Committee The duties of the Executive Committee of the National Board are to: 12.2.1 Act in the name of the Franciscan Federation between ordinary meetings; 12.2.2 Review annually all contracts entered into by the Federation; 12.2.3 Evaluate annually the performance of the Executive Director. 12.3 Executive Committee Meetings of the National Board The Executive Committee of the National Board meets as necessary to conduct business in the name of the National Board as authorized by the Board. 12.4 Quorum Three-fourths of the Executive Committee of the National Board must be present to constitute a quorum.
ARTICLE 13: COMMITTEES 13.1 Appointment In accordance with the needs of the Federation, the President, with the approval of the National Board, may appoint and determine the duties and reporting requirements of Standing and Ad Hoc Committees to carry out special assignments. 13.2 Standing Committees Standing Committees, including the Development Committee, the Finance Committee, the Justice, Peace, and Integrity of Creation (JPIC) Committee, and others as needed, are established and the terms for committee members are identified in policies approved by the National Board. The members of the Standing Committees retain their positions until the close of the Annual Federation Conference, when their appointed successors assume the role. 13.3 Ad Hoc Committees Ad Hoc Committees may be established for specific tasks by the National Board. Upon completion of Ad Hoc Committee assignments and reporting to the Executive Director, the function of the Committee ceases. 13.4 Reconciliation Committee 13.4.1 Purpose The Reconciliation Committee mediates conflicts that may arise within the Federation as a last resort to resolution of a conflict and is activated only when mediation is necessary. This committee is not a grievance Committee for employees. 13.4.2 Composition The Reconciliation Committee is composed of seven members. When activated, two members are designated by each commission from their commission. A convener is appointed by the National Board. 13.4.3 Responsibilities If conciliation is not reached following communication through the appropriate channels: Executive Committee(s) of the Commissions and the National Board, then the party(ies) tothe conflict may bring the issue to the Reconciliation Committee. The Reconciliation Committee reviews what has been done to resolve the issue and makes recommendations to the party(ies). If the parties cannot come to a mutually agreeable resolution, the Reconciliation Committee shall make a binding decision by a 2/3 vote of the committee. ARTICLE 14: ANNUAL FEDERATION CONFERENCE (AFC) Ordinarily, the Federation meets at least once a year for the Annual Federation Conference for education and enrichment. The time and place are chosen by the National Board. This conference is open to all Members and others interested in the TOR charism. ARTICLE 15: ANNUAL FEDERATION MEETING (AFM)
15.1 Annual Federation Meeting Annually the three Commissions and the National Board participate in the Annual Federation Meeting which normally occurs during the Annual Federation Conference (AFC: Article 14). The President of the National Board presides at the Annual Federation Meeting (AFM). 15.2 Agenda The agenda may include, but is not limited to: a. The President’s Address; b. The Annual Report; c. Agenda submitted by the Commissions and the National Board; d. Issues related to the Mission and direction of the Federation; e. Resolutions; f. Installation of newly elected Directors of the National Board. 15.3 Voting Ordinarily, decisions are made by consensus. If a vote is necessary, as determined in these Bylaws or by the National Board, all Congregational, Organizational, and Individual Members present at the meeting have the right to vote. An absolute majority is required. ARTICLE 16: SPECIAL MEETINGS OF THE EXECUTIVE COMMITTEES For serious reason, special meetings of the Executive Committees of the Commissions and the National Board may be called by the President, by at least three members of the National Board or by the Executive Committee of a Commission. Participants must be given at least four (4) week’s notice of the meeting date unless at least 2/3 of the participants agree to a shorter notice time. ARTICLE 17: THE EXECUTIVE DIRECTOR 17.1 Responsibilities of the Executive Director The Executive Director shall be a Third Order Regular Franciscan who will: 17.1.1 Exercise the administration of the National Office of the Federation;  17.1.2 Provide required reporting for the civil corporation;  17.1.3 Report to and be accountable to the National Board; 17.1.4 Provide an Annual Report of activities and finances to the Board and the  Membership; 17.1.5 Represent and speak on behalf of the Federation as directed by the National Board;  17.1.6 Attend all meetings of the National Board and the Executive Committee of the  National Board, but shall have no vote;  17.1.7 Provide for appropriate communications to the members;  17.1.8 Provide services to the Board and Commissions at the direction of the President;  17.1.9 Hire, supervise, evaluate, and dismiss all staff and volunteers;  17.1.10 Assist the Board with the preparation and coordination of the Annual Federation  Conference and Annual Federation Meeting;  17.1.11 Perform tasks assigned by the President;
17.1.12 Maintain communication with the International Franciscan Conference - Third Order Regular and other organizations as designated by the National Board. 17.2 Appointment of the Executive Director The President may appoint a Search Committee to design a process for the recruitment and appointment of an Executive Director. The process must be approved by the National Board. The National Board appoints the Executive Director for a term of three years renewable once. 17.3 Accountability The Executive Director is directly accountable to the President of the National Board for the performance of her/his duties. ARTICLE 18: AMENDMENT OF THE BYLAWS Amendments to these Bylaws are made by a two-thirds vote of the Congregational Members as determined in Article 6.4, provided that the proposed amendment(s) has(have) been distributed to the voting members at least 20 days prior to the meeting. Ordinarily, these amendments have been reviewed by the Commissions and the National Board prior to the vote of the Congregational Members. ARTICLE 19: INDEMNIFICATION To the fullest extent permitted by law, the Federation shall indemnify its past or present Directors and Officers, and their heirs, executors and administrators, against any and all expenses actually and necessarily incurred by them in the defense or settlement of any actual or threatened action, suit or proceeding in which they, or any of them, are made a party, by reason of their being or having been a Director or Officer of the Federation. The Federation shall purchase and maintain a Director and Officer Liability Policy insuring the Federation and its individual Directors and Officers against the cost of defending a claim or paying a settlement or decision for which such Directors or officers are eligible to be indemnified pursuant to this Article. The right of a Director or Officer to indemnification by the Federation shall be in addition to, and not exclusive of, all other rights to indemnification to which he/she otherwise may be entitled, including any rights to indemnification under the terms of the Director and Officer Liability Policy. ARTICLE 20: CONFLICT OF INTEREST Whenever a Director or Officer has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall: a) Fully disclose the nature of the interest, and; b) Withdraw from discussion and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval. ARTICLE 21: DISSOLUTION
Dissolution is a reserved power of Congregational Members (Article 6.4.2). The decision to dissolve the Franciscan Federation may be recommended or reviewed at the Annual Federation Meeting or by the National Board but must be approved by the Congregational Members. If the Congregational Members resolve to dissolve the organization, the National Board determines the disposal of the remaining assets with the approval of the Congregational Members and is charged with the liquidation in accord with the Articles of Incorporation. Approved as amended: August 21, 1995, August 16, 2000, August 19, 2003 Provisional Bylaws approved: July 12, 2009 Revised and approved: July 28, 2012
11.6 Duties of the Treasurer