By-laws of the National Council of Catholic Men


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BY-LAWS

of the

NATIONAL COUNCIL

of

CATHOLIC MEN

NATIONAL HEADQUARTERS
1312 Massachusetts Avenue, N.W.

WASHINGTON 5, D. C.





CERTIFICATE OF INCORPORATION

The constitution and purposes of the National
Council of Catholic Men (a coordinate branch
of the Lay Organizations Department of the

National Catholic Welfare Conference) ex-
pressed in its certificate of incorporation, as

amended and filed under the laws of the Dis-
trict of Columbia on May 1, 1943, are:
FIRST: The name of the corporation is Na-

tional Council of Catholic Men.

SECOND: The term for which it is organ-
ized is perpetual.

THIRD: The business and objects of this
corporation shall be to coordinate, in a common
voluntary council, all existing Catholic men’s

organizations; to serve as a medium for the
dissemination and exchange of information and

experience and for the expression and activa-
tion of common opinions and purposes in mat-
ters of nation-wide or extra-diocesan scope or

interest, and, to this end to encourage and assist
in the organization of diocesan councils of

Catholic men, where approved by the respec-
tive Ordinaries; to promote understanding and
action for the common good among such organ-
izations and among national organizations of
Catholic laymen in the United States; to sponsor
and promote radio programs; to sponsor and

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promote works of Christian instruction; to
engage in any and all kinds of Catholic lay

activity—religious, benevolent, educational, and
otherwise; to perform such functions as may
be requested and authorized by duly constituted
ecclesiastical authority; to provide agencies for

training in the field of social service and public
welfare; to organize civic centers for young
men and boys, and to provide agencies to pro-
mote such works; to establish agencies for the
care of immigrants; and to promote good rela-
tions with international organizations and or-

ganizations of other countries.

FOURTH: The number of Directors for the
management of the business of this corporation
shall be not less than ten.

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BY-LAWS

National Council of Catholic

Men (Inc.)
ARTICLE I

Membership

Section 1 . Membership—Until there shall
have been elected to membership as provided
in Subsection B hereof, not less than ten mem-
bers eligible for election as directors, the men
who are designated as directors in Section 7 of
this Article, or their duly elected successors,

and the members ex officio as hereinafter des-
ignated, shall be members of this corporation.
Subject to the foregoing, the members shall
be the following:

(A) Ex Officio Members—The Episcopal
Chairman and the Assistant Episcopal
Chairman of the Lay Organizations
Department of the National Catholic
Welfare Conference, and the General
Secretary of the National Catholic

Welfare Conference, shall be members
of this corporation ex officio.

(B) Other Members—The other members of
this corporation shall be:

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(a) One representative of each Coun-
cil of Catholic Men or other or-
ganization designated by the Or-
dinary as the official representative

organization of Catholic men for
his Archdiocese or Diocese, chosen

in whatever manner such Coun-
cil or organization deems proper,
with the approval of the Ordinary

—provided such Diocesan Council
or other official organization is

actively affiliated with the Na-
tional Council of Catholic Men,
in accordance with Section 3 of

Article IV of these By-Laws.

(b) Two representatives of each na-
tional organization of Catholic

laymen in the United States which
is actively affiliated with the Na-
tional Council of Catholic Men in
accordance with Section 3 of Ar-
ticle IV of these By-Laws, chosen
in whatever manner the official
governing body of such organiza-
tion deems proper, provided the
membership of such representa-
tives has the approval of the Ad-
ministrative Board of the Na-
tional Catholic Welfare Confer-
ence.

(c) One member-at-large from each
ecclesiastical province of the

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United States which has two or
more diocesan organizations rep-

resented by members in the Coun-
cil, such members-at-large to be

appointed by a majority of the
Ordinaries of such province.

Section 2. Terms of Members—Subject to
the provisions of the first paragraph of Section

1 of this Article, the members of the National
Council of Catholic Men shall continue as such
from the respective dates on which their elec-
tions or appointments are certified, by the com-
petent officers or officials of the organizations

which they respectively represent, or, in the
case of members-at-large, by the appointing
Ordinaries, to the National Council of Catholic

Men at its principal place of business, and con-
tinuing until such memberships are terminated

by resignation, death, insanity, impeachment,
or the elections or appointments of their re-

spective successors, duly certified by the com-
petent officers or officials of the organizations

which they respectively represent, or the ap-
pointing Ordinaries, to the National Council

of Catholic Men at its principal place of busi-
ness.

Section 3. Annual Meetings—The annual
meeting or convention of members shall be held
on the Saturday and Sunday following Easter,
beginning at 10 a. m. on Saturday and re-
convening as agreed upon, at the principal
place of business of the Council, 1312 Massa-

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chusetts Avenue, N. W., Washington 5, D. C.,
or at such other time and place as shall he

agreed upon by the Board of Directors subject
to the advice of Counsel, for the election of

directors and the transaction of such other

business as may come before the meeting.

Section 4. Special Meetings—Special meet-
ings may be held at any time upon call by the
President whenever he shall deem a special meet-
ing advisable or whenever he is so directed by a
resolution of the Board of Directors, or when-
ever one-third of the members shall request
him so to do. Such meetings shall be held on
the date, at the place, and at the hour desig-
nated by the President, the Board of Directors,
or one-third of the members, depending on who
is responsible for the call.

Section 5. Call—The Secretary shall mail to
every member and/or to the principal officer
of every national and diocesan organization ac-
tively affiliated, a written or printed notice of

the time and place of every annual or special
meeting, and in case of special meetings shall

state the object of the meeting. Such notice
must be mailed at least twenty days prior to the
date on which the meeting is to be held.

Section 6. Quorum—Any number of mem-
bers, not less than eight, who answer a duly
given call shall constitute a quorum.

Section 7. Election of Directors—The direc-
tors of this corporation shall be the Episcopal

Chairman and Assistant Episcopal Chairman of

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the Lay Organizations Department of the Na-
tional Catholic Welfare Conference, the Gen-
eral Secretary of the National Catholic Wel-
fare Conference, and the immediate Past Pres-

ident of the National Council of Catholic

Men, ex officio; and, for the first year after
adoption of these By-Laws, or until their suc-

cessors are duly elected, Wilbert J. O'Neill,

Joseph A. Moynihan, Daniel E. Morrissey,
Grattan Kerans, Edward F. Leary, Walter J.
Conaty, Paul Froeschl, William F. Flarrington,

Robert H. Kelley, Louis Kenedy, Philip C.
Lauinger, William H. McCarthy, Bernard

J. Rothwell, John X. Wegmann, and Paul D.
Williams. But at the first annual meeting of
the membership held in accordance with Sec-
tion 3 of Article I of these By-Laws, the mem-
bers shall elect from each ecclesiastical province
in the United States which shall at the time
of said election have a member in this corpo-
ration resident therein, one director who is a
member resident in said province, provided that
said limitation on the number of directors
shall not apply to the election, as a director, of

a member who is a representative of a national
organization. One-third, as near as may be,
of said directors shall be elected for a period

of one year, one-third as near as may be for a
period of two years, and the remainder for a
period of three years. The provinces to which
said respective terms apply at the first election

shall be determined by lot. All directors subse-

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quently elected, except in the case of election

for unexpired terms, shall be elected for periods

of three years each. The members shall also
elect, at each annual meeting, such replace-

ments to the Board as may be necessary to fill
unexpired terms which have not already been
filled by the other members of the Board. No
director, except directors ex officio, shall con-

tinue as such for more than six consecutive
years.

Section 8. Attendance at Meetings and
Voting—Any duly designated and accredited
alternate may attend a meeting and vote in
place of a member upon all matters coming be-
fore a meeting, and notice duly given to the

member or the organization which he repre-
sents, pursuant to Section 5 of this Article,

shall be treated as notice to the alternate acting

in place of such member. Voting may, upon
the demand of a majority of members present,
be by Australian ballot; otherwise by viva
voce vote.

Section 9 . Order of Business—The order of
business at the annual meeting of members
shall be as follows:

(a) Reading and disposal of minutes of last
meeting and all other undisposed of
minutes

(b) Annual reports

(c) Reports of Committees

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(d) Unfinished Business

(e) New Business
(f) Election of Directors

ARTICLE II

Directors

Section 1. Vacancies—Any vacancy occur-
ring in the Board may be filled by a majority
of the remaining directors present at any regu-
lar or special meeting of the Board.

Section 2. Powers—The Board, subject to
approval of the Episcopal Chairman on all ques-
tions of doctrine or ecclesiastical discipline,

shall have full authority in determining the

policies, and managing the affairs, of the Coun-
cil, in the interims between meetings of the

entire membership.

Section 3. Meetings—The directors shall
meet in regular session once a year, immediately

after the annual meeting of the members of
the Council, and at other times and places on

call of the President.

Section 4. Quorum—A majority of the
duly elected and qualified directors shall con-

stitute a quorum.

Section 5. Termination by Non-Attendance
—Failure of any director to attend three duly
called consecutive annual meetings of the

Board of Directors shall be tantamount to res-
ignation from the Board of Directors.

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ARTICLE III
Officers

Section 1 . Officers and Terms—The Officers
of the Council shall be a President, a Vice Pres-
ident, a Secretary, a Treasurer, and a General
Counsel. They shall be elected by the Direc-
tors, from among their own number at their
annual meeting, and shall hold office for one
year or until their successors are duly elected.

Section 2. Executive Committee—Said fore-
going officers shall constitute the Executive

Committee.
Section 3. Powers of Executive Committee

—The Executive Committee shall have power
to manage the operations of the Council, in
conformity with policies adopted by the Board
of Directors, in the interims between Board

meetings.

Section 4. Right of Expulsion—The Direc-
tors may at any time demand the resignation of
any officer and, upon refusal, may dismiss said
officer and elect his successor.

Section 5 . President—The President shall
have general charge of the affairs of the Council.

He shall have supervision over and direction
of all employees of the Council, and shall see

that their duties are properly performed. He
shall approve warrant vouchers for all disburse-

ments from the funds of the Council, attested
by the Executive Secretary or Assistant Exec-
utive Secretary. He shall preside at the meet-
ings of the Board of Directors and of the en-

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tire membership. He shall have power from
time to time to employ clerks and agents and

fix their salaries. But this power shall be at all

times subject to control of the Board of Di-

rectors.

Section 6. Vice President—The Vice Presi-
dent shall act in the absence or disability of the

President and, in case the President’s office shall

become vacant before the expiration of his

term, shall carry on as Acting President until

such time as a new President is elected by the
Board of Directors.

Section 7. Secretary—The Secretary, in per-
son or by delegate, shall issue notices of all meet-
ings, shall examine the credentials of members,

shall prepare and sign minutes of all meetings;

except that, if he is absent from a meeting and
fails to delegate such powers, the meeting shall

have authority to appoint a Secretary pro tern.

Section 8. The Treasurer—The Treasurer
shall supervise the receipt and disbursement of

all monies of the Council, except for receipts ac-

cruing to the Religious Radio Broadcast Fund,
hereinafter described. He shall see to it that
all monies, other than those accruing to the

Religious Radio Broadcast Fund, are deposited
in a bank to be designated by the Board of
Directors, to the credit of the National Coun-
cil of Catholic Men-General Fund, subject to
withdrawal by checks bearing his signature,
countersigned by the Executive Secretary or
Assistant Executive Secretary, and correspond-

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ing to warrant vouchers attested by the Exec-
utive Secretary or Assistant Executive Secre-

tary, and approved by the President or Vice
President. He shall see to it that the books of
the Council, covering both the General Fund
and the Religious Radio Broadcast Fund, are
audited by a Certified Public Accountant at
the end of each fiscal year.

Section 9. General Counsel—The General
Counsel shall perform the duties customary to

said office.

ARTICLE IV

Dues

Section 1 . Affiliates Entitled to Representa-
tion—Dues for diocesan and national organiza-
tions entitled to have representation in the
Council shall be payable in accordance with the
following schedule:

(a) Diocesan Councils of Catholic Men, or
other official organizations representing

an Archdiocese or Diocese, shall pay

$10 per year for each parish unit, sub-

ject to adjustment for good cause shown,
in the discretion of the Executive Com-
mittee.

(b) National organizations shall pay $100
per year, subject to adjustment for

good cause shown, in the discretion of
the Executive Committee.

Section 2. Other Affiliates—Other Catholic
organizations may affiliate with the National

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Council, for the purpose of enjoying its serv-

ices and contributing to its objectives, and

with the right to attend and be heard at annual

meetings but without voting power in the

National Council, in accordance with the fol-

lowing schedule:

(a) State or regional organizations, $50 per

year.

(b) Diocesan organizations, $25 per year.

(c) Local or parish organizations, $10 per

year.

Section 3. Delinquencies—An organization
shall not be considered ''actively affiliated,” in

accordance with Section 1 of Article I of these

By-Laws, after its affiliation fee is in arrears

two months; except that a special extension
may be allowed in the discretion of the Exec-
utive Committee, acting at a meeting or by a
majority agreement in writing, upon request
by the Ordinary of the Diocese, or upon a
showing of good cause.

ARTICLE V
Executive Staff

Section 1 . Employment—The Board of Di-
rectors shall have authority to employ an Execu-
tive Secretary, who in turn shall have authority,
subject to approval of the President, to employ
a staff to transact the business of the Head-
quarters Office. Salaries of the Executive Sec-
retary and staff shall be fixed by the Board of
Directors, save that the President shall have

13



authority to make interim adjustments, sub-
ject to termination by the Board from the time
of its adverse action thereon.

Section 2. Supervision—The Executive Sec-
retary and his staff shall work closely under the
supervision of the President, and shall be an-
swerable to him for all acts performed in the
discharge of their duties.

Section 3. Policy—The Executive Secretary
will have discretion only in those transactions

which fall within previously approved policies
of the Council; in all cases where there is rea-

sonable question of the application of policy,

he and his assistants will defer to the President

and to the Episcopal Chairman, the Assistant

Episcopal Chairman, or the General Secretary

of the National Catholic Welfare Conference.

Section 4. Disbursements—The Executive
Secretary shall have discretion over a revolving

General Operating Fund and a revolving Radio
Operating Fund, to be deposited in a bank des-
ignated by the Board of Directors, checks on
these accounts to be drawn on the signature of
the Executive Secretary or Assistant Executive

Secretary, and the counter-signature of the

Bookkeeper or Assistant Bookkeeper. These re-

volving funds shall be replenished periodically

only on itemized vouchers drawn and approved
in the usual fashion, and shall be limited to

sums approved by the Board of Directors.
Section 5. Bond—The Treasurer, the Execu-

tive Secretary, the Assistant Executive Secre-

14



tary, the Bookkeeper, and the Assistant Book-
keeper, shall give bonds conditioned on the
faithful performance of their duties, in such
sums and with such sureties as the Board of
Directors shall determine.

ARTICLE VI

Radio Executive Committee

Section 1 . Members—The President, with
the approval of the Episcopal Chairman, shall

appoint a Radio Executive Committee of eight

members (in addition to himself) , one of whom
shall be the Executive Secretary, one of whom
shall be the representative of the General Sec-

retary of the National Catholic Welfare Con-
ference. The President shall be ex officio a
member of this Committee, and shall serve as
Chairman. The Executive Secretary shall be
Vice Chairman.

Section 2. Duties—It shall be the duty of
the Radio Executive Committee to establish pol-
icies governing the Catholic Hour and other
NCCM radio programs, to select speakers,
and to make other program arrangements,
subject to approval of the Episcopal Chairman
or his delegate. All canonical arrangements in

reference to the contents of the radio addresses

are reserved to the Episcopal Chairman acting
directly or through his delegate.

Section 3 . Meetings—The Chairman or Vice
Chairman of the Radio Executive Committee

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shall have authority to call meetings of the

Committee at such times as may be required
by the need of establishing or redefining pol-
icy, or of selecting speakers for the Catholic

Hour, the Hour of Faith, or other NCCM
radio programs.

Section 4. Editing of Scripts—The Execu-
tive Secretary shall edit all NCCM radio scripts,
before they go on the air, for grammar, punc-
tuation, historical accuracy, and general pol-

icy— (i. e., policies other than those relating
to ecclesiastical or theological matters)—sub-
ject to determination, on important matters
of policy, by the President and the General
Secretary of the National Catholic Welfare

Conference.

Section 5. Contracts—The Executive Secre-
tary shall have authority to sign contracts with

all speakers, in a form approved by the Board of
Directors, on behalf of the National Council
of Catholic Men.

ARTICLE VII

Radio Finance Committee

Section 1 . Members—A special committee,
known as the Radio Finance Committee, com-
posed of three men having no other relation to
the Council, shall be appointed by the President
with the approval of the Episcopal Chairman.

Section 2. Officers—The members of the
Radio Finance Committee shall elect a Chair-

16



man, a Secretary, and a Treasurer from among

their number, with the duties customary to

those offices.

Section 3. Duties—The Radio Finance
Committee shall have custody of all monies
accruing to the Religious Radio Broadcast Fund,

in trust for the National Council of Catholic

Men, which they shall deposit in an account in
that name in a bank approved by the Board of
Directors, and shall see to it that these monies

are used only for the maintenance of the

Catholic Hour and other legitimate NCCM
radio activities.

Section 4. Disbursements—The Treasurer of
the Radio Finance Committee shall draw on
the Religious Radio Broadcast Fund only for
such expenditures as are authorized under Sec-

tion 3 of this Article. Such drafts shall be in
the form of checks, corresponding to vouchers
attested by the Executive Secretary or Assistant
Executive Secretary, and approved by the
President or Vice President, such checks to be

countersigned by the Chairman or Secretary
of the Radio Finance Committee.

ARTICLE VIII

Fiscal Year

Section 1 . Term—The fiscal year of the
Council shall begin July 1 of each year and end

June 30, following.

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ARTICLE IX

Seal

Section 1 . Description—The official seal of
the Corporation shall be engraved with the

legend "National Council of Catholic Men

—

Dist. of Col.,” encircling a Latin Cross.

Section 2. Custody and Use—The seal shall
be kept at National Council Headquarters, and

shall be attached to instruments only on order
of the President.

ARTICLE X
Amendments

Section 1 . These By-Laws may be amended
by majority vote at any meeting of the Board of
Directors at which a quorum is present, subject
to ratification at the following meeting of the

membership.

As adopted May 1, 1943, and
Amended April 15, 1944.

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NATIONAL COUNCIL OF CATHOLIC MEN
1312 Massachusetts Avenue, N.W.

WASHINGTON 5, D. C.