CATHOLIC CHARITIES OF THE DIOCESE OF PITTSBURGH, INC.

Bylaws Introduction

The Roman Catholic Church of the Diocese of Pittsburgh recognizes its obligation to bear witness to the charity of Christ, both in work and deed. Motivated by Church teachings and acknowledging the need for highly trained professionals, the Church performs its mission of social welfare through Catholic Charities of the Diocese of Pittsburgh, Inc., (hereinafter referred to as "Catholic Charities"). These Bylaws, then, must be interpreted without prejudice to the Canon Law of the Roman Catholic Church and the synodal legislation promulgated by the Diocese of Pittsburgh. As the primary corporation of the Diocese of Pittsburgh responsible for the sponsorship, coordination, integration, and leadership in the provision of social services, which are identified and harmonious with the purpose of the Church and consistent with the principles of subsidiarity, Catholic Charities of the Diocese of Pittsburgh, Inc. has as its mission the obligation to assist the Catholic community in the Diocese of Pittsburgh, under the guidance of its Diocesan Bishop to realize and extend the Kingdom of God through service to society. The responsibility of managing the programs of Catholic Charities is delegated to the Directors who acknowledge the responsibility for implementing corporate policies and managing all programs in harmony with those laws and traditions. The purposes of Catholic Charities are: 1.

To foster those means which are essential to a person's right to life and which are necessary and suitable for the proper development of human life, primarily food, clothing, shelter, rest, medical care, and the necessary social services;

2.

To help identify the social welfare needs of citizens in the Counties of Allegheny, Beaver, Butler, Greene, Lawrence, Washington, and any other County or area that may comprise the Diocese of Pittsburgh and to plan the orderly development of resources to meet these needs;

3.

To work alone and in cooperation with others to meet these needs by the establishment and operation of programs through which human service treatment processes and other related services are provided to those who stand in need of such services;

4.

To assist any agency that may request information or services from Catholic Charities;

5.

To work for the elimination and prevention of conditions which cause social problems within the community;

6.

To foster public understanding of the Church's social teachings and concern about health and welfare services and human rights; and

7.

To pursue any activity, design any program, and render any service that is consistent with the abovenamed purposes and philosophy of Catholic Charities. To achieve these purposes, Catholic Charities shall:

1.

Operate social service programs;

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2.

Develop programs and implement policy in accord with the accepted practices of the profession of social work and consistent with the requirements of funding sources;

3.

Be ready to extend service to any resident of the area served without regard to race, creed, color, age, sex, handicap, or economic circumstances;

4.

Provide professional assistance to families, children, and individuals through human service treatment processes and other related services in the interest of promoting vital family life and of alleviating and correcting personal, physical, and social handicaps which threaten to disorganize family life or to endanger healthy individual growth and development;

5.

Participate with the general community in efforts to improve economic and social conditions;

6.

Assist in developing and maintaining an effective network of social services for the persons served by Catholic Charities; and

7.

Advocate in the general community, to the extent permitted by law, measures which are consistent with the purposes and policies of Catholic Charities.

Article I Members of Catholic Charities 1.1

Members The Members shall be the Diocesan Bishop, one (1) priest from each County of the service area of Catholic Charities appointed by the Diocesan Bishop, the Secretary for Evangelization and Social Concerns of the Diocese of Pittsburgh, all Vicars-General of the Diocese, and such other lay persons as the other Members may elect from time to time by majority vote, subject to the ratification of the Diocesan Bishop of the Diocese of Pittsburgh. However, at no time may the number of lay Members constitute a majority of the voting Members. All Members shall serve without compensation.

1.2

Term The terms of all Members shall commence immediately following their appointment or election. Each priest shall serve for a term at the will of the Diocesan Bishop. The term of any lay Member shall be three (3) years. Lay Members may be appointed for an additional term of three (3) years, but may not serve more than two (2) consecutive terms. At least one (1) year of non-service must intervene after two (2) consecutive terms before a lay Member is eligible for reelection. Any lay Member elected to an unexpired term will be eligible for one (1) additional term of three (3) years.

1.3

Removal Members, other than the Diocesan Bishop, may be removed by majority vote of all the Members.

1.4

Vacancy If an office of any Member becomes vacant by reason of death, illness, resignation, transfer from geographic area of representation, removal or otherwise, the vacancy shall be filled by the majority vote of the Members, subject to the requirements of Article I. Such vacancy shall be filled within sixty (60) days by a special meeting of the Members, if necessary.

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1.5

Powers of Members The following powers are reserved exclusively to the Members of Catholic Charities and no attempted exercise of any such powers by anyone other than the Members shall be valid or of any force or effect whatsoever. Those powers are:

1.6

1.5.1

To determine the policies of Catholic Charities as they relate to the Mission of Catholic Charities and require the implementation of programs consistent with those policies, in accord with Article IV, Section 4.10.5;

1.5.2

To elect and remove the Directors of Catholic Charities and to fill vacancies on the Board of Directors in accord with Article III, Section 3.2.2, and Article IV, Sections 4.3, 4.5, 4.7, and 4.10.1;

1.5.3

To amend the Articles of Incorporation;

1.5.4

To amend, alter, modify, suspend, and repeal the Bylaws;

1.5.5

To purchase, sell, lease, transfer, encumber, construct, and cause the destruction of land and buildings owned by Catholic Charities or which Catholic Charities has legal or equitable title; and

1.5.6

to merge, consolidate, or affiliate Catholic Charities with any other organization.

1.5.7

To approve the appointment of the Executive Director and to approve or initiate the removal of the Executive Director.

Affiliates of Catholic Charities To the extent Catholic Charities creates any affiliate corporation or other organization, the following powers which will be reserved to Catholic Charities or the members of such affiliate may not be exercised by the Board of Directors of Catholic Charities without prior approval of the Members of Catholic Charities: 1.6.1

To approve the Mission of the affiliate and any revisions or refinements thereof.

1.6.2

To elect Directors.

1.6.3

To approve and authorize the purchase or sale of real estate.

1.6.4

To adopt amendments to the affiliate Article of Incorporation.

1.6.5

To adopt amendments to the affiliate Bylaws.

1.6.6

To approve the consolidation, merger, or dissolution of the affiliate. Article II Officers of the Members

2.1

Officers The officers of the Members of Catholic Charities shall be a Chair and a Secretary. The Chair of the Members shall be, ex officio, the Diocesan Bishop. The Secretary shall be any Member appointed by the Chair and shall serve for a term at the Chair's will. 3

Article III Meetings of the Members 3.1

Regular Meetings Regular meetings of the Members shall be held at least four (4) times per year at such dates, times, and places as shall be determined by the Chair. One regular meeting of the Members shall be designated as the Annual Meeting.

3.2

Annual Meeting The Annual Meeting of the Members shall be held each year at such time and place as may be designated by the Chair. At the Annual Meeting, the Members shall:

3.3

3.2.1

Appoint a Secretary;

3.2.2

Appoint new Members and elect new Directors pursuant to Article I, Section 1.5.2, and Article IV, Sections 4.3, 4.5, and 4.10.1;

3.2.3

Ratify actions taken by the Board of Directors;

3.2.4

Request a report of Catholic Charities from the Board of Directors, verified by the President and Treasurer of the Board, which should set forth the following: 3.2.4.1

The assets and liabilities, including the trust funds, of Catholic Charities as of the end of the fiscal year immediately preceding the date of the report;

3.2.4.2

The principal changes in assets and liabilities, including trust funds, during the fiscal year immediately preceding the date of the report;

3.2.4.3

The revenue of receipts of Catholic Charities, both unrestricted and restricted to particular purposes, for the fiscal year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for Catholic Charities;

3.2.4.4

The expenses or disbursements of Catholic Charities, for both general and unrestricted purposes, during the fiscal year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for Catholic Charities;

3.2.4.5

The number of Directors of Catholic Charities as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report, and the names, business, and residential addresses of the current Directors; and

3.2.4.6

A summary of the implementation by the Board of Directors of programs consistent with the policies of Catholic Charities.

Joint Meeting A joint meeting of the Members of Catholic Charities and the Board of Directors shall be convened annually by the Chair of the Members, at a time and place designated by the Chair.

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3.4

Special Meetings Special meetings of the Members of Catholic Charities may be called at any time by the Chair or by a majority of the Members of Catholic Charities.

3.5

3.4.1

It shall be the duty of the Secretary to fix the time of the meeting, which shall be held not more than 30 days after the receipt of the request.

3.4.2

The Secretary shall also designate the place of the meeting.

Notice of Meetings Written notice of every regular and special meeting of the Members of Catholic Charities shall be given by the Secretary to each Member of Catholic Charities, not less than five (5) days or more than thirty (30) days prior to the date of the meeting. The notice shall include the place, day, hour, and general nature of the business to be transacted.

3.6

Waiver A waiver in writing, signed by the Member entitled to notice, shall be deemed equivalent to notice. Except for a special meeting, the specific business to be transacted need not be stated in the waiver. Such a waiver may be made before or after the time of notice stated in Article III, Section 3.5.

3.7

Quorum At all regular or special meetings of the members of Catholic Charities, a majority of the voting members shall constitute a quorum for the transaction of business, which majority must include the Diocesan Bishop or his proxy. 3.7.1

Once a quorum is attained, the Members present at a duly organized meeting may continue to do business until adjournment, notwithstanding withdrawal of enough Members to leave less than a quorum.

3.7.2

If a quorum is not attained, the Members present may adjourn the meeting to such time and place as they may determine. Written notice of the second adjourned meeting shall conform to the requirements of the Non-Profit Corporation Law of Pennsylvania.

3.8

Voting

3.9

All business of the Members shall be transacted by a majority vote of voting Members present, once a quorum is attained. However, no business may be transacted unless the Chair or his proxy is present. Transaction of Business without a Meeting Any business action, which may be taken at a meeting of the Members, may be taken without a meeting if a consent or consents in writing setting forth the action so taken is signed by all of the Members in office and is filed with the Secretary of the Members. Article IV Board of Directors

4.1

Business Affairs The business and affairs of Catholic Charities shall be managed by the Board of Directors, subject to the limitations imposed by the Articles of Incorporation. All Directors shall serve without compensation. 5

4.2

Number of Directors Directors shall number no fewer than fifteen (15) and no more than twenty-one (21.)

4.3

Ex Officio Directors There shall be four ex officio, voting Directors: the Diocesan Secretary for Evangelization and Social Concerns one other Member, appointed by the Chair of the Membership, the Chair or designated member of the Area Agency on Aging Committee of Lawrence County, and the Board President of the Catholic Charities Free Health Care Center, Inc. These ex officio Directors shall not be included in the total number of the Directors, as specified in 4.2.

4.4

Election of Directors The Members of Catholic Charities, at their Annual Meeting, shall elect the number of elected Directors called for each year, in accord with Article IV. Nominations shall be made upon the initiative of the Members, or upon the recommendation of the Diocesan Secretary for Evangelization and Social Concerns and upon the recommendation of current Directors pursuant to Article VI.

4.5

Composition of Elected Directors The elected membership of the Board of Directors should reflect the population of the service area of Catholic Charities according to sex, race, ethnic, and economic characteristics. The elected membership of the Board of Directors should also reflect the business, educational, professional, and consumer community. It is strongly recommended that every effort be made to maintain geographical representation with eight (8) elected Directors. Geographical representation shall be one (1) elected Director from each County of the service area of Catholic Charities, except Allegheny County, which shall have three (3) elected Directors. A Director who is elected as a geographical representative must be a resident of the County which he is elected to represent. Geographical representation should result from regular contact and involvement with service areas, preferably as a member of the Community Advisory Committees.

4.6

Term of Office of Elected Directors The term of office of an elected Director shall ordinarily commence on the first day of July following his election. An elected Director shall ordinarily serve a term of three (3) years. He may be reelected for an additional term of three (3) years, but may not serve more than two (2) consecutive terms. At least one (1) year of non-service must intervene after two (2) consecutive terms before a Director is eligible for reelection. Any Director elected to an unexpired term will be eligible for one (1) additional term of three (3) years. Some Directors may initially be elected for terms of less than three (3) years, for the purpose of dividing the Board of Directors into three (3) groups, substantially equal in number, with terms expiring at intervals of one (1) year. Service as an ex officio Director shall not be counted herein as years or terms of service. To implement the change of term from a calendar year to a fiscal year, Board members with a term beginning in 2011 will serve their first year through June 30, 2012. Their three-year term would then terminate on June 30, 2014.

4.7

Vacancy of Elected Directors If the office of an elected Director becomes vacant by reason of death, illness, resignation, removal or otherwise, the vacancy shall be filled by the majority vote of the Members of Catholic Charities. Nominations for such vacancies shall be made in accordance with Article I, Section 1.5.2, and Article IV, Sections 4.3, 4.4, 4.5, and 4.10.1. The term of office of a Director elected under such circumstances shall commence immediately upon his election.

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4.8

Qualifications of Directors All Directors shall be persons of high moral character, who are socially aware residents of the service area of Catholic Charities, and shall be persons who have interest in the programs of Catholic Charities and a commitment to its purposes and philosophy.

4.9

Removal Directors may be removed by a majority vote of the Members of Catholic Charities.

4.10 Powers of the Board of Directors The business and affairs of Catholic Charities shall be managed by a Board of Directors, subject to the limitations in Article I, Section 1.5. The powers of the Board are: 4.10.1

To recommend to the Members nominees for election as Directors pursuant to Article I, Section 1.5.2; Article III, Section 3.2.2; and Article IV, Sections 4.3, 4.5, and 4.7.

4.10.2

To recommend to the Members removal of Directors;

4.10.3

To elect officers of the Board of Directors and the Chair of the Nominating Committee, in accord with Article V, Section 5.1; Article VI, Section 6.2; and Article VII, Section 7.1;

4.10.4

To exercise general management and control of the ordinary business and affairs of Catholic Charities;

4.10.5

To implement the policies of Catholic Charities as determined by the Members, pursuant to Article I, Section 1.5.1, to recommend such policies to the Members for their action, and to determine and implement all other policies of Catholic Charities;

4.10.6

To grant prior approval to any contract or grant which, by intent, seeks to realign established program priorities;

4.10.7

To approve the entrance into any contracts, letters of intent, or any other evidence of mutual or joint undertaking, commitments, or obligations between Catholic Charities and any person, partnership, corporation, or other entity;

4.10.8

To enter into contracts in the name of Catholic Charities not inconsistent with powers reserved to the Members of Catholic Charities;

4.10.9

To have the ultimate responsibility for the development of annual capital and operating budgets for Catholic Charities;

4.10.10

To approve, disapprove, or modify the annual capital and operating budgets of Catholic Charities submitted by the Executive Director pursuant to Article VIII, Section 8.2.6;

4.10.11

To adopt policies and procedures for the proper management of the operational affairs of Catholic Charities;

4.10.12

To receive gifts and grants in the name of Catholic Charities;

4.10.13

To appoint and charge appropriate Committees;

4.10.14

To make certain that all necessary and proper insurance is maintained for Catholic Charities; 7

4.10.15

To submit an annual report of programs and a financial review or audit of Catholic Charities to the Members (conforming to the standards of AICPA) consistent with Article III, Section 3.2.4;

4.10.16

To provide for the creation and development of programs in each service area sufficient to meet identified needs and consistent with the policies and purposes of Catholic Charities;

4.10.17

To review, approve, disapprove, or modify the Rules of Procedure of all Community Advisory Committees of Catholic Charities;

4.10.18

To recruit, screen, and select an Executive Director, subject to the approval of the Members;

4.10.19

To supervise, oversee, and evaluate the performance of the Executive Director annually in writing;

4.10.20

To meet from time to time with Community Advisory Committees;

4.10.21

To represent Catholic Charities, with the assistance of the Executive Director of Catholic Charities, before the United Way and similar organizations;

4.10.22

To approve the termination on matters of merger, consolidation, affiliation, division, or separation of programs within Catholic Charities and to approve the acceptance of new programs prior to their becoming part of Catholic Charities; and

4.10.23

To propose changes in the Bylaws to the Members.

4.10.24

To ensure that an internal environmental survey is conducted professionally every other year. Article V Officers of the Board of Directors

5.1

Officers The officers of the Board of Directors shall be a President, Vice President, Secretary, and Treasurer. The officers shall be elected from the members of the Board of Directors by the Board of Directors at its Annual Meeting, pursuant to Article VI, Section 6.2. However, immediately following the adoption of this provision, officers may initially be elected from a slate provided by the Nominating Committee, to serve for the remainder of the calendar year.

5.2

Term Each officer shall hold office for a term of two (2) years, commencing on the first day of January following his election, and may not succeed himself. The term shall commence on the first day of the year immediately following the officer's election.

5.3

President The President shall be the chief executive officer of Catholic Charities. He shall be empowered to sign, with any other proper officer, any contracts, leases involving property not owned by Catholic Charities, and other instruments which may be lawfully executed on behalf of Catholic Charities, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent. The 8

President shall be a member, ex officio, of all Committees, except when the appointment is reserved to

9

the Board of Directors. Together with the Treasurer, the President shall verify the report of Catholic Charities made to the Members of Catholic Charities pursuant to Article III, Section 3.2.4. 5.4

Vice President The Vice President shall act in place of the President in his absence. He shall be the chief liaison officer between the Community Advisory Committees and the Board of Directors of Catholic Charities. The Vice President, with a majority vote of the Board, shall assume the Presidency upon completion of the term of the President.

5.5

Secretary The Secretary, with the assistance of the Executive Director, pursuant to Article VIII, Section 8.2.11, shall keep accurate records of the acts and proceedings of all meetings of the Board of Directors and shall give all notices required of the Board of Directors by law and these Bylaws. The Secretary shall have general charge of the books, records, and seal of Catholic Charities, and shall affix the corporate seal to any lawfully executed instruments on which it is required. He shall sign such instruments as may require signature and perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the President or by the Board of Directors.

5.6

Treasurer The Treasure shall have custody of all funds and securities belonging to Catholic Charities and shall receive, deposit, and disburse the same under the direction of the Board of Directors. He shall keep full and accurate accounts of the finances of Catholic Charities in books especially provided for that purpose, and each year shall cause a true statement, in reasonable detail, of its assets and liabilities as of the close of each fiscal year and of the results of its operations for such fiscal year to be made and presented to the Board of Directors. The Treasurer shall cause the books and records of Catholic Charities to be audited or reviewed annually by a certified public accountant. Together with the President, the Treasurer shall verify the report of Catholic Charities made to the Members of Catholic Charities pursuant to Article III, Section 3.2.4.

5.7

Assistant Officers There shall be such assistant officers, either elected or appointed, as the Board of Directors may authorize from time to time. The election or appointment of assistant officers shall be as determined by the Board of Directors at the time such offices are created. Unless otherwise restricted by the Board of Directors, it shall not be necessary for assistant officers to be Directors, and any number of offices may be held by the same person. Article VI Meetings of the Board of Directors

6.1

Regular Meetings Regular meetings of the Board of Directors shall be held at least four (4) times per year, at such dates, times, and places as shall from time to time be determined by the President. If any such meeting lacks a quorum, then, in lieu of a Board meeting, the President, at his/her discretion, may proceed with an Executive Committee meeting with any other Board members present entitled to participate.

6.2

Annual Meeting One regular meeting of the Board of Directors shall be held in November of each year and shall be designated as the Annual Meeting. The provisions in the second sentence of Section 6.1 shall not be 10

applicable to the Annual Meeting. During the Annual Meeting, new officers and the Chair of the Nominating Committee shall be elected in accord with Article IV, Section 4.10.3; Article V, Section 5.1; and Article VII, Section 7.1. 6.3

Joint Meeting A joint meeting of the Members of Catholic Charities and the Board of Directors shall be convened annually by the Chair of the Members, at a time and place designated by the Chair.

6.4

Special Meetings Special meetings of the Board of Directors may be called by the President, or by one-third of the Directors, or by the Members. The President of the Board of Directors shall determine the time and place of such meetings.

6.5

Notice of Meetings Written notice of every regular and special meeting of the Board of Directors shall be given to each Director at least seven (7) days prior to the date of the meeting. Such notice shall include the place, day, hour, and general nature of the business to be transacted.

6.6

Waiver A waiver, in writing, signed by the Director entitled to notice shall be deemed equivalent to notice. Except for a special meeting, the specific business to be transacted need not be stated in the waiver. Such waiver may be made before or after the time of notice stated in Article VI, Section 6.5.

6.7

Quorum At all regular, annual, or special meetings of the Board of Directors, a majority of the voting members of the Board of Directors, shall constitute a quorum for the transaction of business. Once a quorum is attained, the Directors present at a duly organized meeting may continue to do business until adjournment, notwithstanding withdrawal of enough Directors to leave less than a quorum.

6.8

Voting All business of the Board of Directors shall be transacted by majority vote of voting Directors, once a quorum is attained.

6.9

Procedure All meetings shall be conducted according to the procedure described in the latest edition of Robert's Rules of Order. Article VII Committees of the Board of Directors

7.1

General Provisions Committees of the Board of Directors shall be standing and special. The President shall appoint the Chair of all Committees, except the Nominating Committee, the Community Advisory Committees, and the Area Agency on Aging Committee of Lawrence County. The Chair of the Nominating Committee shall be elected by the Board of Directors pursuant to Article VI, Section 6.2. The Chairs of the Community Advisory Committees shall be elected by a majority vote of the members of the Community 11

Advisory Committees. The Chair of the Area Agency on Aging Committee of Lawrence County shall be elected by a majority vote of the members of the Area Agency on Aging Committee of Lawrence County. Members of all Standing Committees, except the Community Advisory Committees and the Area Agency on Aging Committee of Lawrence County, shall be appointed by the Committee Chair and, except for the Nominating Committee, need not be Directors. Members of the Community Advisory Committees and the Area Agency on Aging Committee of Lawrence County shall be appointed by a majority vote of the Board of Directors of Catholic Charities. Members of special committees shall be appointed by the President and need not be Directors. 7.2

Standing Committee The Standing Committees include, but are not limited to, Executive, Nominating, Community Advisory, Finance, Development and Public Relations, and Strategic Planning.

7.3

Standing Committee Term of Office The terms of office of the Chair and members of the Standing Committees shall coincide with the term of the President.

7.4

Special Committees Special committees shall be created by the Board of Directors, as it may deem necessary to carry on the work of Catholic Charities.

7.5

Special Committee Term of Office The terms of office of the Chair and members of the special committees shall be for the existence of each such committee, as determined by the Board of Directors.

7.6

Quorum A majority of members of each Committee, except the Community Advisory Committees, shall constitute a quorum.

7.7

Committee Meetings All Committees shall meet at the request of their Chair.

7.8

Committee Secretary The Chair of each Committee shall select from among its members one person to serve as Secretary. The Secretary shall keep minutes of the Committee meetings, file a copy of the minutes with the Secretary of the Board of Directors, and in matters of unusual importance circulate such minutes to all Directors prior to the Board of Directors meeting when proposals will be submitted. In doing so, the Secretary of the Committee will call attention to the fact that the proposals, as set forth in the minutes of said meeting of the Committee, will be proposed for action at the forthcoming meeting of the entire Board of Directors.

7.9

Executive Committee The Executive Committee shall consist of the officers of the Board of Directors (President, Vice President, Secretary, Treasurer), the Secretary for Evangelization and Social Concerns, and the Chairs of the Finance and Nominating Committees. The Executive Committee shall meet upon call by the President for the purpose of performing urgent business that cannot wait for the action of the Board of Directors, or as provided in Section 6.1 hereof. The Executive Committee of the Board shall be 12

empowered to act with authority and in the name of the Board in the business and affairs of Catholic Charities, subject to the limitations in Article I, Section 1.5, when Board action is required and a quorum is lacking. Any action of the Executive Committee shall be reported at the next meeting of the Board of Directors. 7.10 Nominating Committee The Nominating Committee shall be composed of a Chair and at least three (3) other Directors. The Nominating Committee shall: 7.10.1

Recommend to the Board of Directors, at its September meeting, nominees for membership on the Board of Directors to be selected at its next regular meeting for recommendation to the Members, and provide a list of nominees for officers of the Board of Directors and for a Chair of the Nominating Committee at its regular meeting immediately preceding its Annual Meeting; 7.10.1.1

And shall present a written profile of each nominee referred to in Section 7.10.1, which shall contain all relevant information, such as resident, education, business affiliation, and experience in social, welfare, and civic organizations;

7.10.1.2

And shall invite the Directors to suggest candidates for Directors, officers, and Chair of the Nominating Committee in sufficient time to allow the Committee to comply with the directives of Section 7.10.1;

7.10.2

Analyze, from time to time, the attendance of Directors; and

7.10.3

Consult with those who are not attending regularly, and recommend to the Executive Committee action regarding inactive members.

7.11 Community Advisory Committee Each County served by Catholic Charities shall have a Community Advisory Committee, which shall be subject to these Bylaws and its own Rules of Procedure. The members of the Community Advisory Committees shall serve without compensation, and the Board of Directors of Catholic Charities shall appoint members for two-year (2) terms. 7.11.1

Composition The membership of each Community Advisory Committee should reflect the population of the service area of its County according to sex, race, ethnic, and economic characteristics. The membership of each Community Advisory Committee should also reflect the business, educational, professional, and consumer community.

7.11.2

Qualifications The members of each Community Advisory Committee shall be persons of high moral character, who are socially aware residents of their County, and shall be persons who have an interest in the programs of Catholic Charities and a commitment to its purposes and philosophy.

7.11.3

Election and Number The members of each Community Advisory Committee shall be appointed by the Board of Directors of Catholic Charities, and their number shall be determined by their own Rules of 13

7.11.4

Procedure. Members of the Community Advisory Committee may be removed for cause by the Board of Directors of Catholic Charities. Rules of Procedure Each Community Advisory Committee shall operate in conformance with the Rules of Procedure established by the Catholic Charities Board of Directors for each Community Advisory Committee.

7.11.5

Duties of the Community Advisory Committee Each Community Advisory Committee shall: 7.11.5.1

Solicit, receive, analyze, and assess information from residents of its County, recipients of services, and others concerning local needs and resources;

7.11.5.2

Advise the Board of Directors of Catholic Charities concerning local needs and potential resources;

7.11.5.3

Recommend to the Board of Directors of Catholic Charities programs which it believes are sufficient to meet identified needs and consistent with the policies, resources, and purposes of Catholic Charities;

7.11.5.4

Subject to the prior approval of the Board of Directors of Catholic Charities, solicit and receive gifts on behalf of Catholic Charities as an identified Community Advisory Committee of Catholic Charities;

7.11.5.5

Assist the Board of Directors and Executive Director of Catholic Charities in representing Catholic Charities in its community; Submit to the Board of Directors of Catholic Charities an annual report of the activities of the Community Advisory Committee;

7.11.5.6

7.11.5.7

Communicate regularly with the Executive Director; and

7.11.5.8

Perform such other duties as shall be delegated by the Board of Directors of Catholic Charities.

7.12 Finance and Audit Committee The Finance and Audit Committee shall be responsible for overseeing the financial operations of Catholic Charities and the independent auditing process conducted by management and the independent auditor. The Committee shall be composed of two Chairs, one of which may be the Treasurer of Catholic Charities, and at least three (3) other persons. If the Treasurer of the Corporation is not the Chair of a Committee, the Treasurer must serve as one member of the Committee. The Audit Committee shall: 7.12.1

Meet at least four (4) times a year with management to review the financial statements, budgets, investments, insurance policies, and fees of Catholic Charities. The independent auditor shall meet with the Committee independently of management at least once (1) annually, and shall have direct access to the Committee at any time.

7.12.2

Oversee the independent auditing process. 7.12.2.1

Establish independent auditor qualifications.

7.12.2.2

Obtain competitive bids every five (5) years from qualified independent 14

7.12.2.3

auditing firms and recommend appointment to the Board of Directors. Recommend removal of the independent accounting firm if just cause exists. Restrict independent auditor from performing any services other than auditing services unless pre-approved by the Finance and Audit Committee.

7.12.2.4

Consider any Board member affiliation with the auditing firm and address any conflicts of interest. An auditing firm shall be ineligible to serve as independent auditor if any Board member is employed by such auditing firm.

7.12.2.5

Review the annual engagement letter and fee arrangement and make recommendations to the Board of Directors.

7.12.2.6

Obtain periodic updates of the status of the audit, including review of any auditor recommendations to improve processes and procedures. Prior to issuance, review the annual audit report(s) with management and the independent auditor to formulate a recommendation to the Board of Directors accepting the results of the audit.

The Finance Committee shall: 7.12.3

Report to the Board of Directors at regular intervals, submitting any recommendations it may have from time to time with respect to financial reporting and accounting practices, policies and procedures, and internal controls and safeguards.

7.12.4

Research and recommend investment programs.

7.12.5

Consider the details of the budget prepared by the Executive Director and present it to the Board of Directors. Only the Board of Directors, voting in an official meeting, may set Catholic Charities' budget.

7.13 Development and Public Relations Committee The Development and Public Relations Committee shall be composed of a Chair and at least three (3) other persons. The Development and Public Relations Committee shall: 7.13.1

Review annually the sources of agency funding and explore new and alternate funding sources;

7.13.2

Assist in developing and implementing an annual resource development plan and assure that fund raising plans and strategies are clearly in line with the Mission and goals of Catholic Charities;

7.13.3

Formulate policy recommendations on all matters pertaining to resource development and recommend policy to the Board of Directors for action; and

7.13.4

Report to the Board at regular intervals, giving progress as measured against the annual development plan.

7.13.5

Assist in developing an agency-wide public relations plan.

7.13.6

Assist in the promotion of public relations activities.

7.14 Area Agency on Aging Committee of Lawrence County The Lawrence County Area Agency on Aging shall have an Area Agency on Aging Committee which 15

shall be subject to these Bylaws and its own Bylaws. The members of the Area Agency on Aging

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Committee shall serve without compensation, and the Board of Directors of Catholic Charities shall appoint members for two-year (2) terms. 7.14.1

Composition The membership of the Committee should reflect the population of Lawrence County according to sex, race, ethnic, and economic characteristics. The membership of the Committee should also reflect the business, educational, professional, and consumer community and demonstrate an awareness of and interest in the aging in Lawrence County.

7.14.2

Qualifications The members of the Committee shall be persons of high moral character who are socially aware residents of their County and shall be persons who have an interest in the mission of Catholic Charities and the Area Agency on Aging and a commitment to the Area Agency on Aging's purposes and philosophy. At least two-thirds of the members must be residents within Lawrence County or represent organizations located in Lawrence County.

7.14.3

Election and Number The members of the Committee shall be appointed by the Board of Directors of Catholic Charities and shall number no fewer than nine (9) or more than fifteen (15). The Executive Director of Catholic Charities or his delegate shall serve as an ex officio voting member of the Committee.

7.14.4

Committee Bylaws The Committee shall operate in conformance with the Area Agency on Aging Committee's Bylaws established by the Catholic Charities Board of Directors.

7.14.5

Powers and Duties of the Committee The Committee shall: 7.14.5.1

nominate its voting members;

7.14.5.2

elect its Chair and charge appropriate subcommittees;

7.14.5.3

solicit, receive, analyze, and assess information from residents of Lawrence County, recipients of services, and others concerning local needs and resources;

7.14.5.4

inform the Board of Directors and staff of Catholic Charities concerning Lawrence County's local needs and potential resources;

7.14.5.5

evaluate and endorse, subject to the ratification and approval of the Board of Directors, programs, contracts, and subcontracts for the Lawrence County Area Agency on Aging which it believes are sufficient to meet identified needs and consistent with the policies, resources, and purposes of Catholic Charities and the Area Agency on Aging;

7.14.5.6

subject to the prior approval of the Board of Directors of Catholic Charities, solicit and receive gifts on behalf of Catholic Charities and the Area Agency on Aging as the identified Area Agency on Aging Committee of Catholic Charities; 17

7.14.5.7

cooperate with the Board of Directors, Executive Director of Catholic Charities, and the Area Agency on Aging Administrator to represent Catholic Charities and the Area Agency on Aging in Lawrence County;

7.14.5.8

submit to the Board of Directors of Catholic Charities an annual report of the activities of the Committee;

7.14.5.9

provide for the selection of an Area Agency on Aging Administrator through active involvement in the hiring process and by advising the Executive Director;

7.14.5.10

participate with the Executive Director or his designee in establishing the annual written performance standards and objectives for the Area Agency on Aging Administrator through the Chair of a subcommittee convened for that purpose;

7.14.5.11

participate with the Executive Director or his designee in evaluating, in writing, the Area Agency on Aging Administrator's job performance annually through the Chair or a subcommittee convened for that purpose;

7.14.5.12

consider and make recommendations to the Board of Directors of Catholic Charities regarding the development and amendment of agency personnel policies;

7.14.5.13

consider and recommend salary and wage scales for the Area Agency on Aging to the Board of Directors of Catholic Charities;

7.14.5.14

communicate regularly with the Executive Director of Catholic Charities or his designee and the Area Agency on Aging Administrator; and

7.14.5.15

perform such other duties as shall be delegated by the Board of Directors of Catholic Charities.

7.15 Strategic Planning Committee The Strategic Planning Committee shall be composed of the Chair and at least three (3) other persons. The Strategic Planning Committee shall: 7.15.1

Assist in the development of a five-year strategic plan.

7.15.2

Approve the strategic plan for submission to the Board of Directors.

7.15.3

Monitor the implementation of the plan on an annual basis through a report to the Board at the June meeting by the Executive Director.

7.16 General Duties In addition to the duties defined above, each Committee shall, in its area of specialization, be an advisor to the Board of Directors, conduct research, and present recommendations to the Board. The membership of the Executive and Nominating Committees are limited as stipulated in these Bylaws. All other Committees may and are encouraged to recruit volunteer members from the community at large. Such volunteer membership is subject to the approval of the Board.

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Article VIII Administrative Processes 8.1

Executive Director The Executive Director of Catholic Charities shall be the chief operating officer of Catholic Charities.

8.2

Duties of the Executive Director The Executive Director shall: 8.2.1

Be immediately accountable to the Board of Directors and ultimately accountable to the Members;

8.2.2

Implement the operational policies determined by the Board of Directors pursuant to Article IV, Sections 4.10.4, 4.10.5, and 4.10.10;

8.2.3

Direct Catholic Charities' activities in the Diocese of Pittsburgh;

8.2.4

Coordinate the work of the Board of Directors and the staff of Catholic Charities;

8.2.5

Provide for the employment, supervision, direction, and training of the staff of Catholic Charities and give professional leadership to the employees of Catholic Charities;

8.2.6

Assist in the preparation of the budgets and reports of Catholic Charities in accord with Article IV, Sections 4.10.10 and 4.10.15 and as may otherwise be required;

8.2.7

Keep the Board of Directors informed of the operations and programs of Catholic Charities;

8.2.8

Subject to the limitations of these Bylaws, act as the representative of Catholic Charities in Diocesan, State, and National human service activities;

8.2.9

Hire and dismiss the staff of Catholic Charities;

8.2.10

Sign, with previous authorization of the Board of Directors, all checks, program contracts, purchase-of-service contracts, proposals, applications, government forms, and other documents necessary and appropriate to the implementation of the policies and programs of Catholic Charities as set forth in the Bylaws or as otherwise stated from time to time by the Board of Directors;

8.2.11

Assist the Secretary of the Board of Directors in keeping accurate records of the acts and proceedings of all meetings of the Board of Directors and in giving required notices in accord with Article V, Section 5.5; and

8.2.12

Perform such other duties and hold such other offices as shall be delegated by the Board of Directors.

8.2.13

Executive Director will formulate an operational plan, approved by the Board of Directors, to provide for an employee to be prepared to act in the capacity of an Assistant Director in the event that the Executive Director is unable to function in that role.

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8.3

Replacement of Executive Director 8.3.1

In the event of the death, disability, resignation, or departure of the Executive Director, the Board of Directors will appoint a Search Committee to find a qualified replacement. The Board of Directors will appoint an Acting Executive Director who will assume the responsibilities of overseeing the day-to-day operations of Catholic Charities during the search period. Article IX Indemnification

9.1

Complete Indemnification Any person who is or was a Member, Director, Officer, Executive Director, or Deputy Director of Catholic Charities and any person who is or was a member of a Community Board or Community Advisory Committee of Catholic Charities and any such person who serves or served in any capacity in any other corporation or enterprise at the request of and in the name of Catholic Charities (hereinafter referred to as "Representative") shall be indemnified and held harmless by Catholic Charities to the fullest extent permitted by law, as the same exists or may hereinafter be amended, interpreted, or implemented (but in the case of any amendment, only to the extent that such amendment permits Catholic Charities to provide broader indemnification rights than are permitted Catholic Charities to provide prior to such amendment) against any and all liability and reasonable expenses (including but not limited to counsel fees and disbursements and amounts paid in settlement or in satisfaction of judgments or as fines or penalties) paid or incurred by such Representative in connection with or resulting from any action, suit or proceeding whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), including any pending proceeding or appeal related thereto, in which the Representative may be involved or threatened to be involved, as a party or otherwise (except as a plaintiff, personally, or in the name of Catholic Charities), by reason of his being or having been a representative of Catholic Charities or serving or having served in any capacity in such other corporation or other enterprise at the request of Catholic Charities; provided, however, that such indemnification shall not be made in any case where the act giving rise to the claim for indemnification is determined by the court to have constituted willful misconduct or recklessness; and provided, further, however, that except as provided in Section 9.6 of Article IX, Catholic Charities shall indemnify any such representative seeking indemnification in connection with a proceeding (or part thereof) initiated by such Representative only if such proceeding (or part thereof) was authorized by the Board of Directors of Catholic Charities.

9.2

Extension of Indemnification Any officer or Director of the Board of Directors of the consolidating corporations (the Commission of Catholic Charities of the Diocese of Pittsburgh and Catholic Social Service of Allegheny County), who was a Director of one or more of said corporations at the time of the consolidation and is not completely indemnified by one of said former corporations, shall be hereby indemnified by Catholic Charities, in accord with the indemnification in this Article and to the extent permitted by law, against any liability and expenses paid or incurred by him in connection with any action, suit, or proceeding arising from the fact of consolidation.

9.3

Advance of Expenses Expenses incurred by such a Representative with respect to any action, suit, or proceeding of the character described in Section 9.1 of this Article, shall be advanced by Catholic Charities, prior to the final disposition thereof, upon receipt of an undertaking by or on behalf of the Representative to repay all amounts so advanced if it shall ultimately be indemnified under this Article.

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9.4

Scope of Article The right of indemnification and advancement of expenses provided by this Article shall be in addition to any rights to which any such Representative may be entitled under any contract, vote of disinterested Directors, or otherwise and shall continue as to a person who has ceased to be such a Representative of Catholic Charities or of such other corporation or other enterprise, and in the event of such Representative's death, the rights provided under the terms of this Article shall inure to his heirs and legal representatives.

9.5

Right of Claimant to Bring Suit If a claim under Section 9.3 of this Article is not paid in full by Catholic Charities within sixty (60) days after a written claim has been received by Catholic Charities, the claimant may, at any time thereafter, bring suit against Catholic Charities to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.

9.6

Funding Catholic Charities may create a fund of any nature, which may, but need not be, under the control of a trustee or otherwise secure or insure in any manner its indemnification obligations, whether arising pursuant to this Article or otherwise. Article X Personal Liability of Directors

10.1 Personal Liability of Directors A Director of Catholic Charities shall not be personally liable for monetary damages for any action taken or failure to take any action unless it is determined by a court (or if courts ultimately hold that such determination is to be made by the Board of Directors, then unless it is determined by the Board of Directors of Catholic Charities) that the Director has breached or failed to perform the duties of his office under Section 8363 of the Directors' Liability Act (41 PA C.S.A. Section 8363) and such breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness; provided, however, that the foregoing provision shall not eliminate or limit the liability of a Director (i) for any responsibility or liability of such Director pursuant to any criminal statute, or (ii) for any liability of a Director of the payment of taxes pursuant to local, State, or Federal law. Any repeal or modification of this Article X shall be prospective only and shall not adversely affect any limitation on the personal liability of a Director existing at the time of such repeal or modification. This Article X shall not apply to any breach of performance or duty or any failure of performance of duty by any Director occurring prior to January 27, 1987. Article XI Amendments 11.1 Amendment These Bylaws may be adopted, altered, amended, modified, repealed, or suspended, in accord with Article I, Section 1.5.4, at any meeting of the Members of Catholic Charities by a majority vote of all the voting Members, provided that the proposals have been previously reviewed by the Board of Directors. 11.2 Effect

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Final action on an adoption, alteration, amendment, modification, repeal, or suspension of the Bylaws is the exclusive responsibility of the Members of Catholic Charities, as provided in Article I, Section 1.7.4. Upon adoption by the Members, the revised Bylaws are intended to control all legal acts and resolutions of the Members of Catholic Charities. Article XII General Provisions 12.1 Fiscal Year The fiscal year of Catholic Charities shall be July 1 through June 30. 12.2 References to Gender and Number For purposes of interpretation, the masculine gender shall include the feminine. The singular shall include the plural and the plural shall include the singular where the context so requires. 12.3 Not for Profit This Corporation is not organized for the pecuniary profit of its directors, officers, or Members; nor may it issue stock nor declare nor distribute dividends, and no part of its net income shall inure to the benefit of any director, officer, or Member; and any balance of money or assets remaining after the full payment of corporate obligation of all and any kind shall be devoted solely to the charitable purposes of the Corporation. 12.4 Dissolution Upon dissolution of the Corporation, the Members of the Corporation shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all assets of the Corporation for the purposes of the Corporation in such manner or to such organization or organizations organized and operated exclusively for religious or charitable purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of he Internal Revenue code of 1994, as amended (or the corresponding provision of any future United States Internal Revenue Law), as the members of the Corporation shall determine in conformity with the Canon Law of the Roman Catholic Church. The addition of Section 12.3 and 12.4 satisfy the requirements of Act 55 of November 26, 1997.

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September 11, 1978 October 10, 1978 November 1978 January 15, 1980 January 1, 1983 January 1, 1984 January 1, 1986 January 1, 1987 February 18, 1987 January 18, 1988 September 25, 1990 December 13, 1994 April 25, 1995 August 1, 1995 April 22, 1997 June 24, 1998 April 4, 2000 December 2, 2003 April 26, 2005 September 27, 2005 April 25, 2006 November 18, 2008 December 9, 2009 September 3,2010

Recommended for adoption by the Board of Directors Accepted by the Members Effective Revised Revised Revised Revised Revised Revised Revised Revised Revised Revised Revised Revised Revised Revised Revised Revised Revised Revised Revised Revised Revised

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