Bylaws

ARTICLE I
Name and Purpose

Section 1:  Name.  The name of this organization shall be the Diocesan Information Systems Conference, herein referenced as DISC.

Section 2:  Purpose.  The members of DISC unite to be of service to the Roman Catholic Church in information systems matters.  In particular, this organization promotes the spiritual growth of its membership, provides information technology expertise and professional service to the Church in the United States and Canada, encourages the development of professional relationships, and facilitates the free exchange of ideas and information.

ARTICLE II
Membership

Section 1:  Membership.  DISC membership is open to all (arch)dioceses of the Catholic Church who are represented by lay people, religious, and clergy with responsibilities in information technology, financial, or administrative matters for their (arch)dioceses.

Section 2:  Dues.  Each active member (arch)diocese of DISC shall pay annual membership dues during the first quarter (January 1st – March 31st) of each calendar year.  The dues amount shall be determined by the Board of Directors after consultation with the membership.

Section 3:  Convention Attendance.  Attendance at the DISC’s Annual Convention is limited primarily to representatives from (arch)diocesan information technology, financial, and administrative offices. A registration fee, in the amount to be established by the Board of Directors, shall be required for each conferee.

Section 4:  Voting.  Each member (arch)diocese has the right to one vote on each DISC matter. The primary registrant for each member will serve as the voting delegate or designate another individual to do so.

Section 5:  Associate Membership.  DISC associate membership is open to organizations or individuals who do not qualify for membership as defined in Section 1 (above) but have an interest in the work and activities of DISC.  Associate members shall pay dues as prescribed in Section 2 (above).  To preserve the “diocesan” nature and purposes of DISC, associate members shall enjoy all membership rights and privileges except the right to vote or serve on the Board of Directors.  Associate memberships are subject to review and approval by the Board of Directors, which may revoke or refuse such membership.

ARTICLE III
Board of Directors

Section 1:  Number and Qualifications.  DISC shall be managed by a Board of Directors consisting of nine individuals taken from active DISC members.

Section 2:  Powers and Duties. The Board of Directors shall direct, manage, and control the business affairs of DISC as set forth in these Bylaws.

Section 3:  Election and Term.  All directors shall be elected by a ballot vote of the members during the DISC Annual Convention.  The term of office shall be three years.  A director shall serve no more than two consecutive terms.  A director who has served two consecutive terms may run again after a waiting period of three years.  The term begins with the announcement of election results at the Annual Convention.

Section 4:  Vacancies.  If a director’s association with the DISC member ends, or the associated DISC member is no longer in good standing, or if a Board seat becomes vacant for any other reason, the President shall fill the seat with a member who is eligible to serve on the board of directors after obtaining approval of a majority of director’s present at the next regularly scheduled meeting.  Each director so approved shall serve for the balance of the unexpired term of the director whose seat was vacated.  Such a director may run for one additional term if the original term being filled is longer than one year, or may run for up to two additional terms if the original term being filled is one year or shorter.

Section 5:  Quorum.  At each meeting of the Board of Directors, six directors shall constitute a quorum, and the act of the majority of directors present at a Board meeting shall be considered an act of the whole Board.  If, at any Board meeting, fewer are present, the meeting shall be adjourned.

Section 6:  Voting.  Each director shall have one vote on each question brought before the Board of Directors.

Section 7:  Action Without Meeting.  Any action by the Board of Directors, required or permitted to be taken in any meeting, may be taken without a meeting if a majority of directors individually or collectively consent in writing to such action, provided notice has been given to all directors.  Such written consent shall be filed with the minutes of the proceedings of the Board.  If immediate action is necessary, and a Board meeting cannot be arranged, such action may be accomplished by means of a conference call in which each director may hear each other director on the issue; written minutes documenting any decision(s) made must be sent to all directors within ten days of such an action.

ARTICLE IV
Executive Officers

Section 1:  Titles and Election.  The principal officers of DISC, known as Executive Officers, shall be President, Vice-President, and Secretary, and Treasurer.  Each Executive Officers shall be a director (Article III) elected by Board of Directors following the election of new directors, shall serve a one-year term, and may be re-elected to the same or another office while a director.  The Board of Directors shall determine the procedure for election of officers.

Section 2:  Removal.  Upon a majority vote of the Board of Directors, any officer may be removed, with or without cause, and a successor elected, at any regular or special meeting of the Board.

Section 3:  President. The President shall:

  1. Be the Chief Executive Officer of DISC;
  2. Preside at all membership meetings;
  3. Be Chairperson of the Board of Directors and preside at all Board meetings;
  4. Present at each DISC Annual Convention an annual report of the work of DISC;
  5. Appoint individuals to all committees;
  6. See that all books, reports, and certificates, as required by law, are properly kept and filed;
  7. Maintain direct communication with all other directors;
  8. Be authorized to sign checks or drafts on behalf of DISC;
  9. See that funds from the approved budget for DISC are made available to appropriate persons or organizations for designated expenditures;
  10. Have all such powers as may be reasonably construed as belonging to a Chief Executive Officer.

Section 4:  Vice-President.  The Vice-President shall:

  1. Become acting President of DISC, with all associated rights, privileges, and powers, if the President is absent or cannot exercise his/her office;
  2. Serve as Program Chairperson of the Annual Convention;
  3. Carry out such duties the President gives him/her;
  4. Be authorized to sign checks or drafts on behalf of DISC.

Section 5:  Secretary.  The Secretary shall:

  1. Take, transcribe, distribute minutes of each meeting of the Board of Directors;
  2. Maintain DISC records including those related to DISC membership;
  3. Record and transcribe the minutes of the membership meeting held at the Annual Convention and distribute them to the members.
  4. Facilitate DISC and Board correspondence;
  5. Carry out such duties the President gives him/her.

Section 6:  Treasurer.  The Treasurer shall:

  1. Coordinate DISC fiscal activities and direct DISC fund-raising and budgetary matters;
  2. Be authorized to sign checks or drafts on behalf of DISC as approved by the Board;
  3. Provide for an annual review, conducted by the Audit Committee, for presentation to the Board and membership;
  4. Prepare an annual budget for review and approval by the Board for each fiscal year;
  5. See that funds from the approved budget for DISC are made available to appropriate persons or organizations for designated expenditures;
  6. Carry out such duties the President gives him/her.

ARTICLE V
Site Chairperson

Section 1:  Site Chairperson.  Each year the Board of Directors shall appoint a Site Chairperson, representing that year’s Annual Convention host (arch)diocese, to assist the Board in planning, organizing, and implementing the year’s Annual Convention.

ARTICLE VI
Committees

Section 1:  Executive Committee.  The four Executive Officers shall constitute a committee with authority to act on behalf of the whole Board in all matters requiring decisions between Board meetings. The Committee shall meet when called by the President.

Section 2:  Nominating Committee.  In consultation with the whole Board, the President shall appoint a Nominating Committee to solicit nominations for directors.  The Committee shall prepare and present to DISC membership before each Annual Convention a slate of individuals nominated for seats on the Board of Directors.  The term of each Nominating Committee member shall be one year.

Section 3: Membership Committee.  In consultation with the whole Board, the President shall appoint a Membership Committee to assist the Secretary in maintaining a current and accurate listing of members, ensuring membership dues are collected, promoting the benefits of DISC membership, and serving as a liaison between membership and the Board of Directors.

Section 4:  Communications Committee.  In consultation with the whole Board, the President shall appoint a Communications Committee to assist the Secretary in maintaining the DISC website, mailing list and communicating with membership.

Section 6:  Audit Committee.  In consultation with the whole Board, the President shall appoint an Audit Committee to assist the Treasurer in preparing an annual compilation. The Audit Committee will select a non-partial CPA, or CPA firm, to perform a review of DISC financials upon a change of Treasurer, in addition to the annual compilation of financials.

Section 7:  Other Committees.  The President may establish temporary “ad hoc committees” as needed.

ARTICLE VII
Fiscal Year

Section 1:  Fiscal Year.  The DISC fiscal year shall commence on January 1st and end on December 31st.

ARTICLE VIII
Amendments

Section 1:  Amendments.  Amendments to these Bylaws may be proposed to the membership by the affirmative majority vote of the Board of Directors. Amendments shall be presented to the membership at a membership meeting, and, if approved by a majority vote of members voting at such meeting or by an electronic ballot vote, shall become a part of the Bylaws of DISC.

The exact text of the amendment shall be made available to the membership by posting on the DISC website and send via email at least thirty days before the meeting at which the vote will be taken or the date on which the electronic ballot is sent. The members shall be notified when proposed amendments are posted.

Adopted: August 21, 1997. Amended: June 22, 2012; March 16, 2015; August 12, 2017; November 19, 2019.

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