The principal office of the corporation shall be in the County of ____________, State of New York. The corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the corporation may require.

The purposes for which this corporation has been organized are as follows: _____________________________________________ [Example: To provide a prayerful voice, attentive to the Spirit, through which the Faithful can actively participate in the governance and guidance of the Catholic Church.]

1. QUALIFICATIONS FOR MEMBERSHIP Membership is open to ______________________________ . [Example: all Catholics who support our mission and goals and live within the Diocese of Rockville Center]

The annual membersh1p meeting of the corporation shall be held on the ______________________ each year except that if such day be a legal holiday then in that event the directors shall fix a day not more than two weeks from the date fixed by these by-laws. The secretary shall cause to be mailed or emailed to every member in good standing at his email or postal address as it appears on the membership roll book of the Corporation, a notice stating the time and place of the annual meeting.

Other regular meetings of the corporation shall be held at the discretion of the Board.

The presence at any membership meeting of not less than ___ percent of the members shall constitute a quorum and shall be necessary to conduct the business of the corporation; however, a lesser number may adjourn the meeting for a period of not more than four weeks from the date scheduled by the by-laws and the secretary shall cause a notice of the re-scheduled date of the meeting to be sent to those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.

A membership roll showing the list of members as of the record date, certified by the secretary of the corporation, shall he produced at any meeting of members upon the request therefor of any member who has given written notice to the corporation that such request will be made at least ten days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.

Members may be dismissed and removed from the membership rolls by a 2/3 vote of the Board.

Special meetings of the membership may be called by the directors. The secretary shall cause a notice of such meeting to be mailed or emailed to all members at their addresses as they appear in the membership roll book at least ten days but not more than fifty days before the scheduled date of such meeting. Such not1ce shall state the date, time, place and purpose of the meeting and by whom called.

No other business but that specified in the notice may be conducted at such special meeting without the unanimous consent of all present at such meeting.

Other meetings of the corporation held for the purpose of educating or informing members, or soliciting their views or for other purposes not requiring the conduct of business or the election of directors, shall be held at the discretion of the Board using such notice as the Board may determine and without the necessity of a quorum.

For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the board shall fix in advance, a date as the record date for any such determination of member. Such date shall not be more than fifty nor less than ten days before any such meeting, nor more than fifty days prior to any other action.

Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the members entitled to vote thereon.

Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the member or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.

Unless the members direct otherwise, there shall not be any membership fees or dues assessed.

The corporation shall be managed by the board of directors which shall consist of not less than three directors. Each director shall be at least nineteen years of age.

At each annual meeting of members the membership shall elect directors to hold office until the next annual meeting. Each director shall hold office until the expiration of the term for which he was elected and until his successor has been elected and shall have qualified, or until his prior resignation or removal.

The number of directors may be increased or decreased by vote of the members or by a vote of a majority of all of the directors. No decrease in number of directors shall shorten the term of any incumbent director nor reduce the number of directors to less than three.

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the members. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

Any or all of the directors may be removed for cause by vote of the members or by action of the board. Directors may be removed without cause only by vote of the members.

A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.

Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one vote.

The board may hold its meetings at the office of the corporation or at such other places, either within or without the state, as it may from time to time determine.

A regular annual meeting of the board shall be held immediately following or within two weeks of the annual meeting of members.

Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days' notice to each director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commence- ment, the lack of notice to him.

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

At all meetings of the board the chief executive, or in his or her absence, a person chosen by the board shall preside.

The board, by resolut1on adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.

Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a president,or in lieu thereof, one or more chairpersons, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of members. Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.

Any officer elected or appointed by the board may be removed by the board with or without cause. In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of president or chairperson, and secretary. Officers and board members shall serve without compensation.

The president or designated chairperson shall be the chief executive officer of the corporation; shall preside at all meetings of the members and of the board; shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the hoard are carried into effect.

During the absence or disability of the chief executive officer, the co- chairperson, or if there be none, the vice-president, or if there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the board shall prescribe.

The treasurer shall have the care and custody of all the funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank or trust company as the directors may elect; he or she shall, when duly authorized by the board of directors, sign and execute all contracts in the name of the corporation, when countersigned by the chief executive officer, he or she shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the board of directors and shall be countersigned by the chief executive officer; he or she shall at all reasonable times exhibit his or her books and accounts to any director or member of the corporation upon application at the office of the corporation during ordinary business hours. At the end of each corporate year, he or she shall have an audit of the accounts of the corporation made by a committee appointed by the chief executive officer, and shall present such audit in writing at the annual meeting of the members, at which time he or she shall also present an annual report setting forth in full the financial conditions of the corporation.

During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the secretary or by the board, shall have the powers and functions of the treasurer.

The secretary shall keep the minutes of the board of directors and also the minutes of the members. He or she shall have the custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the board of directors. He or she shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the board of directors may direct; he or she shall attend to such correspondence as may be assigned to him or her, and perform all the duties incidental to the office. He or she shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence and the time when they became members.

During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the secretary.

In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct conditioned upon the faithful performance of his or her duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his or her hands.

The seal of the corporation shall bear the corporate name.

If there be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern.

All questions of procedure not covered by these By Laws shall conform to Robert's Rules of Order.

The by-laws may be adopted, amended or repealed by the members at the time they are entitled to vote in the election of directors. By-laws may also be adopted, amended or repealed by the board of directors but any by-law adopted, amended or repealed by the board may be amended by the members entitled to vote thereon as hereinbefore provided. If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of members for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.