BY-LAWS OF THE
LITHUANIAN CATHOLIC FEDERATION. ATEITIS. INCORPORATED

ARTICLE I. GENERAL PROVISIONS

1. Lithuanian Catholic Federation, Ateitis, Incorporated (hereinafter referred to as "the Corporation") is organized to support, promote and assist religious purposes within the meaning of Section 103.05 of the Illinois General Not For Profit Corporation Act of 1996 as amended and within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986, as amended.
2. The mission of the organization is to renew all things in Christ.
3. The Corporation is organized and operated for religious purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code and shall not participate in any activity not allowed by that said law as it may from time to time be amended. The Corporation shall have the purposes or powers as may be stated in its Articles of Incorporation and such powers as are now or may be hereinafter granted by the General Not for Profit Corporation Act of the State of Illinois or any successor legislation which are not inconsistent with Section 501(c)(3) of the Internal Revenue Code.
4. The Corporation is divided into the following constituent groups:
   1. JAS (grade school);
   2. MAS (high-school);
   3. SAS (University students); and
   4. ASS (alumni).
   These constituent groups of Ateitis, are authorized by the Board of Directors to execute the mission of the Corporation, while operating under these bylaws.

ARTICLE II. OFFICES

The Corporation shall maintain in the State of Illinois a registered office and a registered agent at such office, and may have other offices within or without the state.

ARTICLE III. MEMBERS

1. Membership shall be open to individuals interested in furthering the mission of the Corporation.
2. A member of the Corporation shall be entitled to one vote. Requirements for membership are as follows:
1. Is a member in good standing of MAS, SAS or ASS;
2. Has made an annual membership contribution as determined by the board;
3. Has been approved by the Board of Directors.

ARTICLE IV. ANNUAL MEMBERS’ MEETING

1. The annual Members’ meeting is the supreme authority of the Corporation. It shall take place at such time and place as the Board of Directors may determine. These bylaws may be amended at the annual meeting by a simple majority of votes cast, provided those changes are with the recommendation of the Board of Directors and prior written notice has been given of the proposed change(s) to the bylaws at least 50 days prior to the annual members’ meeting. The Members attending the annual meeting may amend the bylaws without the Board of Director’s recommendation by two-thirds (2/3) of the registered votes present at the meeting provided prior written notice has been given of the proposed change(s) to the bylaws at least 50 days prior to the annual members’ meeting.
2. At a minimum, the annual meeting shall include:
   1. The election of Members to the Board of Directors.
   2. Presentation and discussion of an annual report prepared by the Board of Directors to assess how effectively the Corporate mission is being carried out.
   3. A review of annual financial statements of the preceding year and review and approval of audit committee report.
   4. Every three (3) years, the election of a three (3) person audit committee for a three year term. The Audit Committee reviews and audits the records of the Corporation and reports thereon at the annual meeting.
3. First written notice of the place, date and time of the annual members’ meeting must be given at least 90 days prior. Final written notice of the place, date and time of the annual meeting and any proposed changes to the bylaws shall be provided to Members by multiple public notice in Lithuanian-American newspapers, Corporate communication outlets including magazine and other print media, websites, and other means of telecommunication, and other media not more than fifty (50) days and not less than (30) days before the date of the meeting.
4. At all meetings of the Members, a quorum for the transaction of business shall be no less than 15 Members. Members may be physically present or participate by means of telecommunication as determined by the Board of Directors.
5. Voting: If a quorum is present, the act of the majority of the Members shall be required to pass a resolution, unless otherwise stated in these bylaws.

ARTICLE V. BOARD OF DIRECTORS

1. The property, business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, which shall be the governing body of the Corporation. The Board of Directors may exercise all powers, rights and privileges of the Corporation, whether expressed or implied in the Articles of Incorporation, conferred by the Illinois Not For Profit Corporation Act or otherwise.
2. The number of Members which shall constitute the Board of Directors shall be 12 with a maximum of 15. Only Members may be elected to the Board of Directors.
3. One Third (1/3) of the Board of Directors shall be elected by the Members of the Corporation at the annual meeting for a three year term. Directors may serve for two consecutive terms, after which they must wait one (1) year before seeking re-election.
4. The Chairman of the Board of Directors shall be elected by the Board of Directors annually at the first Board of Directors meeting held after the annual members’ meeting. The existing Chairman will continue to serve until a new Chairman is elected.
5. The Chairman of the Board shall serve in such capacity for no more than 6 consecutive years.
6. A Spiritual Director shall be appointed by the Board of Directors and shall become a voting Member of the Board of Directors without election by the membership. The Spiritual Director shall be the principal person in charge of the spiritual direction of the Corporation.
7. Directors need not be residents of Illinois or citizens of the United States. Any Director may resign at any time by giving written notice to the Chairman of The Board of Directors or to the Secretary of the Board of Directors. A resignation need not be accepted in order to be effective.
8. The Board of Directors shall keep complete and correct books and records of account, and shall also keep minutes of the proceedings of its Board of Directors, Officers’ meetings and committee meetings.
9. Any vacancy occurring in the Board of Directors or any Directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors unless the Articles of Incorporation, a statute, or these bylaws provide that a vacancy or a Directorship so created shall be filled in some other manner, in which case such provision shall control. A Director elected to fill a vacancy shall serve until the next annual Members meeting.
10. Commencing with the first meeting of the Board of Directors at such time and place as shall be fixed by the Chairman, regular meetings shall be held for the purpose of electing officers, receiving committee and administrative staff reports, and transacting such business as may properly come before the meeting. Unless otherwise determined by the Board of Directors, meetings shall be held every two months at such time and place as shall be fixed by the Chairman. Directors may participate in all meetings by being physically present or participate by means of telecommunication as determined by the Board of Directors. Written notice of all meetings must be given to all Directors at least fourteen (14) days before the meeting.
11. One-half (1/2) of the number of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
12. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
13. Any action which may be taken at a meeting of the Directors may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all the Directors then in office. Such consent shall have the same force and effect as a unanimous vote of all the Directors.
14. A special meeting of the Board of Directors may be called at the request of the Chairman, or of any seven Directors, and such person or persons may fix any time, and any place, either within or without the State of Illinois, as the place for holding any special meeting of the Board of Directors so called.
15. An annual meeting of the Board of Directors shall be held each year at a time and a place within or without the State of Illinois, set forth in resolution duly adopted by the Board of Directors, for the purposes of appointing officers, receiving Annual Reports and conducting such other affairs of the Corporation. Failure to hold an annual meeting shall not result in a forfeiture or dissolution of the Corporation.
16. A Director may be removed by the affirmative vote of two-thirds of the votes present and voted at the annual Members’ meeting. Written notice shall state that a purpose of the meeting is to vote upon the removal of one or more Directors named in the notice. Only the named Director or Directors may be removed at such meeting.

ARTICLE VI. OFFICERS

1. The Officers of the Corporation shall be a President, a Vice President, a Treasurer, a Secretary, and other Officers as determined by the Board of Directors. Officers whose authority and duties are not prescribed in these bylaws shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors.
2. The Officers of the Corporation shall be elected by the Board of Directors annually from the members of the Board of Directors at the first Board of Directors meeting held after the annual members’ meeting. Each officer shall hold office until a successor shall have been duly approved by the Board of Directors or until such officer shall resign or shall be removed in the manner hereinafter provided. Any officer may resign at any time by giving notice to the Board of Directors or to the President or to the Secretary. A resignation of an officer need not be accepted in order to be effective. The Board of Directors shall promptly thereafter approve a successor officer.
3. Any officer approved by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.
4. The President shall be the principal executive officer of the Corporation. The President of the Corporation shall serve in such capacity for no more than 6 consecutive years. He or she shall preside at all meetings of the Officers. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of Directors or these bylaws, he or she may execute for the Corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, and he or she may accomplish such execution either individually or with the Secretary, or any other officer authorized by the Board of Directors, according to the requirements of the form of the instrument. He or she may vote all securities which the Corporation is entitled to vote except and to the extent such authority shall be vested in a different officer or agent of the Corporation by the Board of Directors.
5. The Vice President shall act as directed by the President and shall undertake the duties of the President in the absence of the President.
6. The Secretary shall record the minutes of the meetings of the Board of Directors; see that all notices are duly given in accordance with the provisions of these bylaws or as required by the law; and be custodian of the Corporate records. The Secretary shall record the minutes of the meetings of the Officers; and perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President.
7. The Treasurer shall maintain the financial records of the Corporation, prepare annual financial reports to the Board of Directors and to the Internal Revenue Service, and shall be responsible for other financial matters assigned by the Board of Directors or the President. The Board of Directors may engage a certified public accountant to complete any of the Treasurer’s duties.

ARTICLE VII. COMMITTEES

1. The following committees are established by these Bylaws:
   1. Nominating committee, which keeps Members’ lists and finds candidates for the Board of Directors.
   2. Program committee, which organizes Members meetings, conferences and other events under the direction of the Board of Directors.
   3. Other committees not having and exercising the authority of the Board of Directors in the Corporation may be designated by a resolution adopted by a majority of the Board of Directors present at a meeting at which a quorum is present.
2. Members of committees shall be Members of the Corporation, and the Chair of the Board of Directors shall appoint the members thereof. The Chair of each committee may appoint members of committees subject to Board of Directors approval. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.
3. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Corporation and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
4. The Chair of each committee shall be a member of the Board of Directors.
5. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
6. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
7. Each committee may adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the Board of Directors.

ARTICLE VIII. CONTRACTS, CHECKS, DEPOSITS AND FUNDS

1. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instruments.
2. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness, issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
3. The 1) JAS (grade school); 2) MAS (high-school); SAS (University students); and ASS (alumni) constituent groups shall present their prior year’s financial statement and summary of activities as well as a proposed financial budget and planned activities for the coming year to the Board of Directors on an annual basis for review and approval.
4. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to a specific instance.
5. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board of Directors may select. The Chairman of the Board of Directors, Treasurer and President shall be signatories of account.
6. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Corporation.

ARTICLE IX. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

1. Except in cases involving willful or wanton misconduct or gross negligence, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that it, he or she is or was a Director or an officer of the Corporation [or that it, he or she is or was serving at the request of the Corporation. as a Director, officer or agent of another entity] against all judgments, fines, reasonable expenses, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent and in the manner set forth in and permitted by the Act and any other applicable law, as from time to time in effect.
2. Except in cases involving willful or wanton misconduct or gross negligence, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was an employee or agent of the Corporation against all judgments, fines, reasonable expenses (including attorneys' fees), and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding to the extent and in the manner set forth in and permitted by the Act and any other applicable law, as from time to time in effect.
3. The provisions of this Article shall be deemed to be a contract between the Corporation and each Director, officer, employee or agent who serves in any capacity at any time while this Article is in effect, and any repeal or modification of this Article shall not affect any rights or obligations hereunder with respect to any state of facts then or theretofore existing or any action, suit, or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.
4. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the Director, officer, employee, or agent to repay such amount, unless it ultimately shall be determined that such Director, officer, employee, or agent is not entitled to be indemnified by the Corporation as authorized by this Article.
5. The Corporation may purchase and maintain insurance on behalf of any person or organization who is or was a Director, officer, employee, or agent of the Corporation against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, to the full extent permitted by the Act as amended from time to time.
6. The indemnification provided or permitted by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or otherwise, and shall continue as to a person who has ceased to be a Director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such person.

ARTICLE X. FINAL PROVISIONS

1. No Member, Director, trustee, officer, or employee of or member of a committee of or person connected with the Corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors and no such person or persons shall be entitled to share in the distribution of any of the Corporate assets upon the dissolution of the Corporation. Upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, remaining in the hands of the Board of Directors after all debts have been satisfied shall be distributed, transferred, conveyed, delivered, and paid over exclusively to Lithuanian religious organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
2. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a Director is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 501 or Section 507 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.