ARTICLE I – Name
The name of this non-profit organization shall be the DR. ESTELLE L. KASSEBAUM MEMORIAL SCHOLARSHIP. For the purpose of brevity in this document it shall be referred to as the “Kassebaum Scholarship”.
ARTICLE II – Purpose
In keeping with the wishes of Dr. Kassebaum, we have organized ourselves as volunteers supporting MDCHS and have established these bylaws to govern our nonprofit scholarship organization. Scholarships are to remain in house at Mater Dei Catholic High School (MDCHS) and will be awarded to students who demonstrate excellence in scholarship, moral character, leadership and service. Scholarship candidates are to also exhibit an inspirational commitment to the MDCHS family.
ARTICLE III – Board of Directors
Government of the Kassebaum Scholarship. The affairs and activities of the Kassebaum Scholarship will be governed and controlled by, and conducted under, the authority of the Kassebaum Scholarship Board of Directors. The Kassebaum Scholarship Headquarters and its mailing address will be designated by the Kassebaum Scholarship Chairman. All Directors will serve without pay.
Eligibility and composition of the Kassebaum Scholarship Board. Membership on the Kassebaum Scholarship Board is unlimited. To the extent possible, the Kassebaum Scholarship Board shall be representative of a broad cross-section of the community leaders who share a devotion to the furtherance of Catholic secondary education within San Diego County. Directors may lead or participate on a committee.
Number of Board Members. The authorized number of Directors constituting the Kassebaum Scholarship Board is a maximum of Thirteen (13) until such time as the Executive Committee deems it necessary to invite additional members.
Term of Directors. The term of office for each board member is unlimited. Resignations shall be submitted in writing to the Chairman with no less than thirty (30) days notice.
Election of Directors. Nominations for new board members should be submitted to the Chairman. The Chairman shall submit the candidates to the Board of Directors. Voting may be conducted in any manner elected by the Kassebaum Scholarship Board of Directors.
Vacancies on the Kassebaum Scholarship Board of Directors. A person selected by the Executive Committee may immediately fill any vacancies on the Kassebaum Scholarship Board of Directors resulting from the resignation or death of a Director or from any other cause or reason. Confirmation of such filling of vacancy shall be voted upon by the entire Board of Directors no later than the next scheduled meeting. Voting may be conducted in any manner elected by the Kassebaum Scholarship Board of Directors.
Chairperson(s) Emeritus: The Chairperson(s) Emeritus advises and assists the Board of Directors as necessary or as requested. All Chairperson Emeritus members will retain their right to vote.
Meetings of the Kassebaum Scholarship Board of Directors. The Kassebaum Scholarship Board of Directors shall hold a minimum of one (1) meeting each fiscal year. Meetings will be held at a time and place established by the Chairman in consultation with the Executive Committee. The date of these meetings may be changed, and additional meetings of the Kassebaum Scholarship Board of Directors may be scheduled and held, at the discretion of the Chairman. Notice of all meetings will be provided to all Directors as far in advance of each meeting as reasonably possible. The Kassebaum Scholarship shall keep written minutes of the Board of Directors’ meetings. The Kassebaum Scholarship’s Secretary shall maintain these minutes. Copies of these minutes shall be delivered to each Director for review and correction within one month after the meeting. The Kassebaum Scholarship Board of Directors shall vote upon minutes of the meeting for approval before being considered official.
Attendance at Meetings of the Kassebaum Scholarship Board of Directors. All Directors shall endeavor to attend all meetings of the Kassebaum Scholarship Board of Directors. The attendance by any other individuals shall occur only with the consent of the majority of the members of the Kassebaum Scholarship Board of Directors in attendance at the meeting or by invitation of the Chairman.
Quorum and Voting. A majority of the authorized number of Directors, represented in person or by proxy at the meeting of the Kassebaum Scholarship Board of Directors shall constitute a quorum of the Kassebaum Scholarship Board of Directors for purposes of voting and the transaction of the business of the Kassebaum Scholarship. The affirmative vote of a majority of the Directors represented and voting at a duly held meeting at which a quorum is present shall be the act of the Kassebaum Scholarship. The Directors present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough Directors to leave less than a quorum. Any action taken (other than adjournment) must be approved by at least a majority of the Directors that are required to constitute a quorum.
Ex-Officio Kassebaum Scholarship Board of Directors’ Members. The Executive Committee may appoint any person as an ex-officio member of the Kassebaum Scholarship Board of Directors, such as an Honorary Chairperson.
Recall of Directors. Any Director who fails to assume the responsibilities of the office, or perform the duties of the office may be removed from office by a two-thirds (2/3) majority vote of the Kassebaum Scholarship Board of Directors present at a duly called meeting of the Kassebaum Scholarship Board of Directors.
ARTICLE IV – Officers
Officers. The Officers of the Kassebaum Scholarship shall be the Chairman, Vice-Chairman, Treasurer and Secretary.
Eligibility for Office. To be eligible for any office of the Kassebaum Scholarship, a person must be a member of the Kassebaum Scholarship Board of Directors at the time such person is elected as an Officer and at all times that such person serves as an Officer. No Officer may simultaneously hold more than one (1) Office.
Term of Office. The term of each Officer is unlimited.
Election of Officers. The Chairman, Vice- Chairman, Treasurer and Secretary shall be elected by a vote of the Board of Directors. Any director who satisfies the eligibility requirements and who desires to run for the office of Chairman, Vice-Chairman, Treasurer or Secretary must submit his/her name to the current Chairman of the Kassebaum Scholarship when a vacancy of such office occurs. Voting will take place at a meeting of the Kassebaum Scholarship. Voting may be conducted in any manner chosen by the Kassebaum Scholarship Board of Directors. The person receiving the most number of votes for each of such offices shall be elected.
Chairman. Subject to the control and direction of the Kassebaum Scholarship Board of Directors, the Chairman will supervise, manage and preside over the affairs and activities of the Kassebaum Scholarship, and will be the principal representative of and spokesperson for the Kassebaum Scholarship. The Chairman will preside at all meetings of the Kassebaum Scholarship Board of Directors, presents the agenda for all meetings, is responsible for presenting awards and serves as liaison to MDCHS. The Chairman will serve on the Executive Committee and as an ex-officio member of all other Committees of the Kassebaum Scholarship; excluding the Financial Audit Committee. The Chairman should regularly meet, with or otherwise contact, Coordinators of each committee. The Chairman will have such other powers and duties as may be prescribed by the Kassebaum Scholarship Board of Directors or these Bylaws.
Vice-Chairman. The Vice-Chairman will assist the Chairman by acting as a spokesperson for the Kassebaum Scholarship in addition to or as a substitute for the Chairman in his/her absence. The Vice-Chairman will fill any vacancy in the office of the Chairman. The Vice-Chairman will serve as a member of the Executive Committee. The Vice-Chairman will have such other powers and duties as directed by the Chairman, Board of Directors or these Bylaws.
Treasurer. The Treasurer will: plan, manage, coordinate and oversee the financial operations and activities of the Kassebaum Scholarship; Manage, coordinate and oversee the creation, development and implementation of long-range financial plans and goals of and for the Kassebaum Scholarship, and; Assess and evaluate the financial resources and commitments in light of the purposes, plans and goals of the Kassebaum Scholarship; Be responsible for the financial transactions of the scholarship fund; keep accurate records of funds and provide reports on the status of the fund at committee meetings. The Treasurer assists the Chairman and assumes the duties of Vice-Chairman in his/her absence. The Treasurer will serve as a member of the Executive Committee. The Treasurer will have such other powers and duties as may be prescribed by the Kassebaum Scholarship Board of Directors or by these Bylaws.
Secretary. The Secretary is the custodian of the permanent records of the Kassebaum Scholarship. The Secretary shall keep minutes of all meetings of the Kassebaum Scholarship Board of Directors. The Secretary shall submit records of any significant action taken that affects the Kassebaum Scholarship. The Secretary will serve as a member of the Executive Committee. The Secretary will have such other powers and duties as may be prescribed by the Kassebaum Scholarship Board of Directors or by these Bylaws.
Vacancy in Office. The Vice-Chairman, whether resulting from the resignation or death of the Chairman or from any other cause or reason, will automatically fill any vacancy in the office of the Chairman. Any vacancy in the office of the Vice-Chairman will be filled by the Treasurer. Any vacancy in the office of the Treasurer will be filled by the Secretary. These persons will serve on an interim basis until such time that an election can be held for the office. All interim Officer vacancies, whether resulting from the resignation or death of any such Officer, or from any other cause or reason, will be subject to the confirmation vote of the Kassebaum Scholarship Board of Directors at their next regularly scheduled meeting.
Recall of Officers. Any Officer who fails to assume the responsibilities of the office, or perform the duties of the office may be removed from office by a two-thirds (2/3) majority vote of the Kassebaum Scholarship Board of Directors present at a duly called meeting of the Kassebaum Scholarship Board of Directors.
ARTICLE V – Committees
Executive Committee. The Kassebaum Scholarship shall have an Executive Committee. The purposes of the Executive Committee are to: Plan, manage, coordinate and oversee the daily operations and activities of the Kassebaum Scholarship; Manage, coordinate and oversee the creation, development and implementation of long-range plans and goals of and for the Kassebaum Scholarship; Identify, recruit, develop, and procure suitable candidates for membership on the Kassebaum Scholarship Board of Directors; recruit and develop suitable current members of the Kassebaum Scholarship Board of Directors; coordinate and preside over the election of the Board of Directors and serve as the Officers of the Kassebaum Scholarship; Select and appoint Coordinators and other members of Kassebaum Scholarship Committees, and assess and evaluate the Kassebaum Scholarship’s commitment to and achievement of the purposes, plans and goals of the Kassebaum Scholarship. The Chairman of the Kassebaum Scholarship will serve as a member and of the Executive Committee. The only other members of the Executive Committee shall be the Vice-Chairman, the Treasurer and the Secretary of the Kassebaum Scholarship.
Scholarship Committee: The Kassebaum Scholarship shall have a Scholarship Committee. The purposes of the Scholarship Committee are to: create, develop, plan, coordinate and execute the Scholarship Selection which will foster and encourage a relationship between the Kassebaum Scholarship Committee, scholarship candidates and members of the MDCHS community; advertise Kassebaum Scholarship opportunities, monitor the application procedure and conduct the interview for the candidates, brief the Board of Directors on the candidate, and advise the scholarship candidates of such awards. The Scholarship Committee will also: monitor the leadership service projects during the first phase to ensure that the integrity of each project is worthy of the Scholarship Program. The Scholarship Committee shall have a Director who is a member of the Board of Directors. The Scholarship Director will select the other members of the Scholarship Committee. The Chairman and Vice-Chairman of the Kassebaum Scholarship will be ex-officio members of the Scholarship Committee.
Pay It Forward Committee: The Kassebaum Scholarship shall have a Pay It Forward Committee. The purposes of the Pay It Forward Committee are to: Create, develop, plan, coordinate and execute the Pay It Forward Leadership Service Program which will foster and encourage a relationship between the Kassebaum Scholarship Directors, scholarship candidates and members of the MDCHS community. The Scholarship / Pay It Forward Committee will also: monitor the leadership service projects, ensure that the integrity of each project is worthy of the program, train mentors to guide the candidates and pair the candidates and mentors during a training session; create and activate a volunteer network to assist in the planning, coordination and staging of the Pay It Forward Static Display for the Celebration of Life Event. The Pay It Forward Committee shall have a Director who is a member of the Board of Directors. The Pay It Forward Director will select the other members of the Pay It Forward Committee. The Chairman and Vice-Chairman of the Kassebaum Scholarship will be ex-officio members of the Pay It Forward Committee.
Events Committee: The Kassebaum Scholarship shall have an Events Committee. The purposes of the Events Committee are to: Create, develop, plan, coordinate and execute the Spring Celebration of Life Event, as well as any other event(s) the Board of Directors decides to host. The intention of such events is to foster and encourage a relationship between the Kassebaum Scholarship Directors and members of the MDCHS community and create and activate a volunteer network to assist in the planning, coordination, and staging of the event. The Events Committee shall have a Director who is a member of the Board of Directors. The Director of Events will select the other members of the Events Committee. The Chairman and Vice-Chairman of the Kassebaum Scholarship will be ex-officio members of the Events Committee.
Publicity Committee: The Kassebaum Scholarship shall have a Publicity Committee. The purposes of the Publicity Committee are to: Assess, evaluate, improve, and expand the methods and vehicles of communication used by the Kassebaum Scholarship; Assist other Committees of the Kassebaum Scholarship in generating proper, adequate communications, notices and exposure for the Kassebaum Scholarship related events, scholarship award recipients, other award recipients, donors and volunteers, and; Promote, foster, and encourage coverage and reporting of news and information of and pertaining to the Kassebaum Scholarship; Submit articles/announcements to MDCHS regarding scholarship deadlines and qualifications; Write and submit articles to the Southern Cross and MDCHS Newsletter announcing Kassebaum Scholarship recipients and write thank you notes for all donations and gifts in kind. The Publicity Committee shall have a Director who is a member of the Board of Directors. Director of Publicity will select the other members of the Publicity Committee. The Chairman and Vice-Chairman of the Kassebaum Scholarship will be ex-officio members of the Publicity Committee.
Media and Communications Committee: The Kassebaum Scholarship shall have a Media and Communications Committee. The duties of the Media and Communications Committee are to: take such actions necessary to preserve the history of the Kassebaum Scholarship, conduct research as directed by the Executive Committee, and maintain the website and all videos/photos/historical documents pertaining to Dr. Estelle L. Kassebaum Memorial Scholarship and the Pay It Forward Leadership Service Program. The Media and Communications Committee shall have a Director who is a member of the Board of Directors. The Director of Media and Communications will select the other members of the Media and Communications Committee. The Chairman and Vice-Chairman of the Kassebaum Scholarship will be ex-officio members of the Media and Communications Committee.
Awards Recognition Committee: The Kassebaum Scholarship shall have an Awards Recognition Committee. The purposes of the Awards Recognition Committee are to conceive, plan and create various awards to present to Scholarship recipients, donors, Hamilton Service awardees and any other recognition requirements for the Scholarship Program. The Awards Recognition shall submit all such plans and ideas, including potential costs to the Board of Directors for a determination if such plans are to be acted upon. The Awards Recognition Committee shall have a Director who is a member of the Board of Directors. The Awards Committee Coordinator will select the other members of the Awards Committee. The Chairman and Vice-Chairman of the Kassebaum Scholarship will be ex-officio members of the Awards Recognition Committee.
Financial Oversight Committee. The Kassebaum Scholarship shall have a Financial Oversight Committee. The purpose of the Financial Oversight Committee is to annually review the financial operations and activities of the Kassebaum Scholarship. Other than as specified at the end of this paragraph, anyone can serve on this Committee. The Financial Oversight Committee shall have a Director who is a member of the Board of Directors. The Director shall be selected by a two-thirds majority of the Kassebaum Scholarship Board of Directors. Other members of the Financial Oversight Committee shall be such other persons as are selected by a majority vote of the Kassebaum Scholarship Board of Directors. No Officers of the Kassebaum Scholarship may serve on the Financial Oversight Committee.
Term and Appointment of Other Ad Hoc Committees. From time-to-time, other Committees may be needed. The Executive Committee shall appoint the Chair of any additional committees not designated above. Each Committee Chair will select the other members of their committee. The term of each person appointed as the Chairman of any ad hoc Committee of the Kassebaum Scholarship is unlimited; subject to the pleasure of the Executive Committee. Each term will commence upon appointment by the Executive Committee, or at a date as determined by the Executive Committee.
Reports of Committee Meetings. The Director of each Committee of the Kassebaum Scholarship shall provide or deliver a written or digitally transmitted report at the end of each fiscal year to the Kassebaum Scholarship Secretary regarding all meetings and activities of such committee. The Secretary will disseminate a copy of all Committee Reports to each member of the Board of Directors no later than the next regular scheduled meeting.
Other Committees. Additional committees of the Kassebaum Scholarship may be created, established or disbanded as determined by Board of Directors. The Kassebaum Scholarship Board of Directors will determine the purpose of such new committee at the time of creation. The Chairman will call and schedule meetings of the Kassebaum Scholarship Board with at least one week’s notice.
Actions without Meetings of the Kassebaum Scholarship Board of Directors. The Kassebaum Scholarship Board of Directors may undertake actions and approve the actions of the Officers and/or the Kassebaum Scholarship in person, by telephone, by conference call, in writing, by electronic mail or by any other medium of communication deemed sufficiently reliable by the Kassebaum Scholarship Board of Directors. Any such approval shall be duly noted by the Chairman of the Kassebaum Scholarship who shall document the action or actions that were directed or approved and shall certify that all members of the Kassebaum Scholarship Board of Directors voted, abstained, refused to vote or failed to respond to an issue presented to the Kassebaum Scholarship Board of Directors. The documentation of the action(s) shall be submitted to the Secretary and included with the Minutes issued by the Secretary at or prior to the next Kassebaum Scholarship Board of Directors Meeting.
ARTICLE VII – Scholarships
The Kassebaum Scholarship will maintain a scholarship fund in a Diocesan bank account. The Treasurer will be responsible for monitoring income expenses involving Scholarship funds. The amount and number of the awarded scholarships will be determined by the Board of Directors. At least one scholarship will be awarded each year. Scholarship criteria will be established by the Board of Directors.
ARTICLE VIII – Miscellaneous
Approval and Amendments. These Bylaws shall be approved by a two-thirds (2/3) majority of the Kassebaum Scholarship Board of Directors. They may be amended or repealed, or new Bylaws may be adopted, by the vote of at least two-thirds of the members of the Kassebaum Scholarship Board of Directors. Such amendments shall be submitted in writing to the Board Chairman at least fifteen (15) days prior to such a vote. These Bylaws shall supersede and prevail over all previous Bylaws of the Kassebaum Scholarship.
Record of Amendments. Whenever an Amendment or new Bylaw is adopted, it shall be copied in the book of Bylaws with the original Bylaws, in the appropriate place, and a copy provided to all Board of Directors and Mater Dei Catholic High School. If any Amendment or Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book and a copy provided to all Board of Directors and Mater Dei Catholic High School.
Dissolution of the Kassebaum Scholarship. The Kassebaum Scholarship can only be dissolved by a five-sixths (5/6) majority of the Kassebaum Scholarship Board of Directors (e.g. 11 of 13). To attain a quorum for such a vote, at least two-thirds (2/3) of the maximum number of the Board of Directors’ members must be present (e.g. 9).
Distribution of Assets upon Dissolution. At such time as the Kassebaum Scholarship shall be dissolved, its assets shall be converted to cash and distributed directly to Mater Dei Catholic High School (MDCHS).
Initial adoption: These Bylaws were duly adopted by the Dr. Estelle L. Kassebaum Memorial Scholarship’s Board of Directors on August 9, 2015 and updated on August 10, 2017. A copy of these Bylaws has been provided to the MDCHS Administration c/o Mr. John Rey, President, Mater Dei Catholic High School.