ARTICLE I - GENERAL MATTERS ARTICLE II - BOARD OF DIRECTORS ARTICLE III – MEMBERSHIP ARTICLE IV – REMOVAL ARTICLE V - COMMITTEES ARTICLE VI - ADVISORY BODIES ARTICLE VII - MEETINGS AND CORPORATE ACTION
Section 1. Centesimus Annus - Pro Pontifice, Inc. (herein the “Corporation”) is governed by the Connecticut Revised Nonstock Corporation Act (the “Act”). These by-laws supplement the provisions of the Act or of the Certificate of Incorporation of the Corporation, as the case may be, relating to the business of the Corporation, the conduct of its affairs, its rights or powers or the rights or powers of its Members, Directors, officers and other representatives; and in the regulation or management of the affairs of the Corporation reference is to be made to such provisions with respect to matters not explicitly dealt with in these by-laws. Terms and expressions defined in the Act shall, when used herein, have the meanings given to them in the Act.
Section 2. The fiscal year of the Corporation shall begin on January 1 of each year.
ARTICLE II - BOARD OF DIRECTORS 
Section 1. The number of Directors of the Corporation shall be not fewer than five nor more than fifteen.
Section 2. Two Directors shall always be a.) the National Ecclesiastical Counselor for Centesimus Annus Pro Pontifice in the United States, who shall be a bishop appointed from time to time by the Holy See from among candidates presented by the United States Conference of Catholic Bishops, and who shall serve ex officio and b.) an Assistant Ecclesiastical Counselor for Centesimus Annus Pro Pontifice in the United States designated from time to time by the National Ecclesiastical Counselor for Centesimus Annus Pro Pontifice in the United States (“Ecclesiastical Counselor Directors”). The balance of the membership of the Board of Directors shall consist of lay individuals (the “Lay Directors”) elected by the Board of Directors. Except for those Lay Directors selected to serve initially upon incorporation of the Corporation, the lay Directors shall be elected at the annual meeting of the Board of Directors. All Lay Directors shall serve three-year terms, which shall be staggered so that the terms of approximately one third of the Lay Directors expire each year. The terms of the initial Lay Directors shall be adjusted to provide for such staggered terms. Upon the expiration of their terms, Directors may be re-elected, provided that no Director may serve more than three (3) consecutive three-year terms but may be re-elected after the expiration of one year from the completion of such Director’s previous term.
Section 3. The Board of Directors shall, in all cases, act as a board; and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they deem proper and as are not inconsistent with the certificate of incorporation of the Corporation, these by-laws and applicable law.
Section 4. The affirmative vote of a majority of the Directors of the Corporation is required to authorize the Corporation to provide any contribution or charitable assistance, or to discontinue any such contribution or assistance, to any organization that meets all the requirements of section 170(c)(2) of the United States Internal Revenue Code of 1986 (or the successor section of any subsequent United States tax code) other than the requirement of subsection 170(c)(2)(A) of such section or successor section
Section 5. Whenever any vacancy shall occur in the Board of Directors by reason of death, resignation or otherwise, the same shall be filled, without undue delay, as provided in Section 2 of this Article II.
Section 6. The initial Ecclesiastical Counselor Directors are Theodore Cardinal McCarrick, Archbishop of Washington, D.C. (National Ecclesiastical Counselor) and Bishop William E. Lori, Bishop of Bridgeport, CT (Assistant Ecclesiastical Counselor), each of whom shall serve on the Board of Directors for as long as they remain in those or similar positions.
Section 1. Members. Each member shall be approved by the Board of Directors upon recommendation of another Member and a Roman Catholic priest, each of whom shall be personally acquainted with the candidate. The Members shall have no voting rights in the Corporation.
Section 2. Member Donations. Every Member is expected to make an annual donation to the Corporation.
Section 3. Related Membership. Every Member shall, by virtue of membership in this Corporation, be eligible to be a member of the Vatican City Foundation “Centesimus Annus Pro –Pontifice”, provided such Member agrees to accept the provisions of the by-laws of said foundation.
Section 1. Lay Directors. Lay Directors may be removed upon the majority vote of the Board of Directors of the Corporation or of the Board of Directors of the Vatican City Foundation “Centesimus Annus Pro Pontifice”.
Section 2. Members. Members may be removed from membership upon the majority vote of the Board of Directors of the Corporation.
Section 1. Committees. The Board of Directors, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee, all of whose members shall be Directors, and which, to the extent provided in the resolution or in the certificate of incorporation or by-laws, shall have all the authority of the board except that denied to any such committee by the Act. The Board of Directors, by resolution adopted by a majority of the entire board, may create other standing committees, each consisting of at least two Directors and other persons appointed by the Chair of such committee. The President shall appoint from among members of the Board of Directors the Chair of such regular or special committees. Such committees shall continue in existence for the period of time specified in the resolution by which they are created. All actions of any such committee are subject to ratification or rescission by majority vote of the Directors present at any meeting of the Board of Directors at which a quorum is present and acting throughout.
Section 1. Advisory Bodies. The Board of Directors may constitute advisory boards, panels, councils and commissions whose purpose is to advise the Corporation, its Members, Directors and officers with respect to the conduct of the business and affairs of the Corporation. Such bodies shall have no power to take action on behalf of or otherwise obligate the Corporation, and they shall not be committees of the Board of Directors or of the Corporation as such terms are used in the Act.
ARTICLE VII - MEETINGS AND CORPORATE ACTION
Section 1. Place of Meetings. Any meeting of Board of Directors or of Members shall be held at such place, within or without the state of Connecticut, as shall be fixed in the notice of such meeting.
Section 2. Annual and Special Meetings. A meeting of the Board of Directors shall be held annually for the election of Directors and the transaction of other business on April 30 or such other date within thirty (30) days before or after such date as the Board of Directors shall specify. Other meetings of the Board of Directors shall be held upon the call of the President or either of the Ecclesiastical Counselor Directors or upon the petition of at least one third of the members of the Board of Directors. A majority of the Directors shall constitute a quorum for any such meeting. Meetings of the Members shall be held at such time and place as the Board of Directors shall specify.
Section 3. Notices. Notices of meetings shall be sent by first class mail to Directors or Members, as the case may be, at their address as shown in the records of the Corporation. Notice of the annual meeting shall be sent at least twenty-one (21) days in advance. Notice of any special meeting shall be sent at least five (5) days in advance.
Centesimus Annus Pro Pontifice, Inc (CAPP) is the United States national affiliate of Fondazione Centesimus Annus-Pro Pontifice of the Vatican