CDCF — Catholic Digital Commons Foundation

Bylaws of the Catholic Digital Commons Foundation

Version: 1.0-draft-1
Original Adoption Date: 2026-02-25
Last Amended: 2026-03-11

Article I – Name and Purpose

Section 1 – Name

The name of the organization shall be the “Catholic Digital Commons Foundation” (hereinafter, the “Foundation”).

Section 2 – Purpose

The Foundation is organized exclusively for charitable, educational, and religious purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code and Chapter 22 of the Texas Business Organizations Code.

Its purposes include, without limitation:

  1. Digital Infrastructure for the Church To coordinate, develop, steward, and disseminate open-source software, data repositories, technical standards, and digital platforms in service of the Catholic Church’s evangelizing mission.

  2. Ecclesial Collaboration To collaborate with the Holy See, Vatican Dicasteries, Bishops’ Conferences, dioceses, and other ecclesial institutions in the organization, structuring, preservation, and ethical use of ecclesiastical data, including liturgical, scriptural, canonical, theological, and historical resources.

  3. Academic Collaboration To collaborate with Catholic universities and ecclesiastical faculties, particularly those with academic departments or institutes in:

    • Liturgy and Sacramental Theology
    • Sacred Scripture
    • Canon Law
    • Moral Theology and Social Doctrine
    • Philosophy
    • Computer Science, Artificial Intelligence, and Data Science

    Such collaboration may include research coordination, data standards, academic advisory roles, joint initiatives, and educational programming.

  4. Scholarly and Professional Associations To collaborate with Catholic associations and learned societies involving scholars, teachers, pastors, clergy, religious, and lay professionals active in the same disciplines listed above, fostering interdisciplinary exchange between theology, pastoral practice, and technology.

  5. Ethical Technology and Artificial Intelligence To promote the ethical development and governance of digital technologies and artificial intelligence in accordance with Catholic social teaching, emphasizing human dignity, the common good, subsidiarity, solidarity, and care for creation.

Article II – Offices

Section 1 – Principal Office The principal office of the Foundation shall be located in Carrollton, Texas.

Section 2 – Other Offices The Foundation may have other offices in Texas or elsewhere, as determined by the Board of Directors.

Article III – Members

Section 1 – Membership The Foundation shall have no members with voting rights, unless the Board elects to create voting membership in the future.

Section 2 – Affiliates The Foundation may recognize non-voting “Affiliates” who contribute to its mission, including individuals, organizations, or ecclesial entities.

Article IV – Board of Directors

Section 1 – Authority and Responsibility

The Board of Directors (“Board”) has full authority over the civil governance of the Foundation and shall exercise such authority in fidelity to its mission and purposes. It shall oversee the Foundation’s affairs, including policy, finances, and strategic direction, acting in accordance with the mission of the Church.

Section 2 – Composition

  1. The Board shall consist of not fewer than three (3) directors, as required by Texas law.

  2. Directors shall be persons of good moral standing who support the mission of the Catholic Church, and who collectively reflect:

    • Competence in technology and governance
    • Familiarity with Catholic theology, ethics, or pastoral life
    • Sensitivity to ecclesial structures and authority

  3. Directors may include clergy, religious, or lay persons. Clerical status does not confer ecclesiastical jurisdiction within the Foundation.

Section 3 – Responsibilities

In addition to statutory duties, the Board shall:

  • Safeguard ecclesial trust and academic credibility
  • Ensure that collaborations with universities, associations, and ecclesial bodies respect their autonomy and authority
  • Oversee initiatives such as international forums in a manner consistent with Catholic teaching and civil law

Section 4 – Election, Term, and Removal

  1. Directors shall be elected by a majority vote of the current Board for one-year terms.
  2. Directors may be removed by a two-thirds vote of the Board for failure to fulfill duties or conduct inconsistent with the mission.

Section 5 – Roles

  1. The Board shall elect from among its Directors a President, Secretary, and Treasurer, with optional Vice-President and other roles as determined by the Board.
  2. One person may hold multiple roles, except that the same person may not simultaneously serve as President and Secretary.
  3. Duties of each role:
    • President: Presides at meetings and represents the Foundation.
    • Vice-President: Assumes President’s duties when necessary.
    • Secretary: Maintains records, minutes, and official correspondence.
    • Treasurer: Oversees finances and presents reports to the Board.

Section 6 – Powers

The Board shall have authority to:

  • Approve budgets, strategic plans, and major projects.
  • Appoint committees.
  • Establish policies consistent with these Bylaws and Texas law.
  • Ensure compliance with civil and ecclesiastical requirements.

Section 7 – Meetings

  1. The Board shall hold at least two regular meetings per year.
  2. Special meetings may be called by the Chair or a majority of the Board.
  3. Meetings may be held in person or via electronic communications (video conference, teleconference) if authorized in the bylaws.
  4. Notice of meetings shall be given at least 10 days in advance.

Section 8 – Quorum and Voting

A majority of directors then in office constitutes a quorum. Action requires a majority vote of those present.

Section 9 – Action Without Meeting

Directors may take action without a meeting by written consent signed by all directors or by electronic communication, consistent with Texas law.

Article V – Committees

Section 1 – Standing Committees

The Board may establish standing committees, including but not limited to:

  1. Technology and Standards Committee Oversees software, data standards, AI initiatives, and technical architecture.

  2. Academic and Scholarly Collaboration Committee Coordinates relationships with Catholic universities, ecclesiastical faculties, and scholarly associations.

Section 2 – Powers

Committees provide recommendations but may not act on behalf of the Board unless expressly authorized.

Article VI – Ecclesial Advisory Council

Section 1 – Purpose

The Ecclesial Advisory Council (“EAC”) provides non-binding ecclesial, theological, and canonical guidance to the Board.

Section 2 – Composition

Members of the EAC may include:

  • Delegates from Vatican Dicasteries
  • Bishops or episcopal delegates
  • Professors of theology, Scripture, canon law, liturgy, moral theology, social doctrine, and technology
  • Liturgists, Canonists, Moral theologians and ethicists, theologians
  • Technology experts
  • Pastors and experienced ecclesial practitioners

Section 3 – Role

The EAC may:

  • Review major projects and initiatives
  • Advise on doctrinal, canonical, and pastoral implications, ecclesial compliance
  • Serve as an interface between civil governance and ecclesial authority
  • Recommend collaborations with ecclesiastical entities and Vatican Dicasteries

Final civil authority remains with the Board; final ecclesial authority remains with the Church.

Article VII – Fiscal Matters

Section 1 – Fiscal Year

The fiscal year shall be January 1 – December 31.

Section 2 – Banking and Checks

Funds shall be deposited in Foundation accounts approved by the Board. Checks require signatures by authorized officers.

Section 3 – Audit

The Board shall ensure financial statements are audited annually by a qualified independent auditor.

Article VIII – Conflict of Interest

Directors and committee members must disclose conflicts and abstain from votes where a conflict exists.

Article IX – Amendments

The Board may amend or repeal the Bylaws, unless the certificate of formation limits this authority. Amendments require two-thirds vote of directors at a meeting, with at least 10 days written notice.

Article X – Dissolution

Upon dissolution, assets shall be distributed to ecclesial or charitable organizations aligned with the Catholic Church’s mission, consistent with Texas law and canon law. No assets shall inure to any private individual.

Article XI – Miscellaneous

  1. Non-Discrimination: The Foundation shall not discriminate on civil grounds while maintaining fidelity to Catholic teaching.
  2. Indemnification: Directors and officers shall be indemnified to the extent allowed by Texas law.
  3. Electronic Meetings: Meetings may be conducted in person or electronically.
  4. Governing Law: These Bylaws are governed by Texas law.