(Adopted October 25, 2003; Amended May 2, 2009)
ARTICLE I — NAME
The name of this corporation shall be the Ballou Channing District of the Unitarian Universalist Association, Incorporated.
ARTICLE II — PURPOSE
The purposes of this corporation shall be to: (a) provide assistance, consultation, and other support services to member societies and their leaders; (b) provide education and training for lay and ordained leadership and society members for congregational growth and renewal; (c) promote and facilitate inter-society connections and cooperative relationships between societies, the District community and the Unitarian Universalist Association (UUA); and (d) support the UUA and serve as an information and resource link between the UUA and member societies.
ARTICLE III — GEOGRAPHIC BOUNDARIES
This corporation, hereinafter called the District shall operate primarily within the State of Rhode Island and Providence Plantations and the following counties of the Commonwealth of Massachusetts: Barnstable, Bristol, Dukes, Nantucket, Norfolk and Plymouth. Nothing in this article shall prevent the District from admitting members outside said boundaries or cooperating with and assisting churches, parishes, fellowships and organizations outside said boundaries.
ARTICLE IV — MEMBERSHIP AND REPRESENTATION
Section 1. All churches, parishes, and fellowships that are member societies of the District at the time of adoption of these revised bylaws shall be recognized as member societies of the District.
Section 2. A congregation that identifies itself as Unitarian Universalist, has been accepted by the UUA as a member society, and is geographically located within the area described in Article III or in adjoining areas, will become a member of the District upon acceptance by the District Board of Directors (hereinafter referred to as “the District Board”) of a written application for membership from such society. The society shall in its application pledge to subscribe to the purposes of the District and to provide annual financial support to the District. Any member society may change its district affiliation in accordance with applicable provisions of the UUA bylaws and rules.
Section 3. Each member society shall be entitled to the same number of delegates at meetings of the District as are specified in the UUA bylaws Article IV, Section 4.8(a) and each delegate shall be a legal member of the society represented. The ordained minister(s) in ministerial fellowship with the UUA and settled in the society, any minister emeritus/a of the society in ministerial fellowship with the UUA, ordained community minister(s) in fellowship with the UUA who has/have been voted by the society to be in official association with the society, and the director of religious education engaged by the society, are also entitled to represent a member society as a delegate as specified in the UUA bylaws Article IV, Section 4.8(b).
Section 4. In addition to those named above, all members of the District Board shall be voting delegates at all meetings. No delegate shall have more than one vote.
Section 5. In voting to elect a District representative to the Board of Trustees of the UUA, hereinafter called the District UUA Trustee, those entitled to vote shall be the delegates from each member society as provided in Article IV, Section 4.8 (a & b) of the bylaws of the UUA and pursuant to the provisions of Article XI of these bylaws.
Section 6. Member societies, entitled to be represented by voting delegates at District meetings and in elections of the District UUA Trustee, shall be limited to those that are in active membership status with the UUA and that have made a financial contribution to the District in the current or preceding fiscal year.
ARTICLE V — DISTRICT MEETINGS
Section 1 The Annual Meeting shall be held in either April or May of each year at a time and place to be determined by the District Board.
Section 2. Special meetings may be called by the District Board or shall be called at the written request of five (5) member societies.
Section 3. The Secretary shall send not less than twenty-one (21) days prior to any District meeting: written official notice of the meeting to the member society offices for copying, distribution, and posting by the societies. The official notice shall include the appropriate number of delegate cards as defined in Article IV. The Secretary shall include in the notice of the Annual Meeting (a) the proposed budget for the succeeding fiscal year; (b) the report of the Nominating Committee; (c) any proposed amendments to these bylaws which have been submitted by the District Board; and (d) information about other business to be addressed at the meeting.
Section 4. Twenty-five (25) delegates from at least ten (10) member societies shall constitute a quorum for the conduct of business at any annual or special meeting except that a lesser number may adjourn the meeting to another date, time, and place.
Section 5. Rules of procedure for conducting the meeting shall be adopted at each District meeting. At the discretion of the presiding officer, the privilege of speaking to the meeting may be extended to individuals in attendance who are not voting delegates. Only that business for which the meeting has been called and which has been stated in the notice calling the meeting shall be acted upon at any officially called District meeting.
Section 6. Voting at all meetings shall be reserved for those present and properly accredited; no proxy or absentee votes shall be allowed, except as provided in Article XI, Section 4, relating to the election of the District UUA Trustee.
Section 7. A Committee on Credentials shall be appointed by the District Board to be responsible for the collection of credentials of delegates from member societies, to supervise elections and balloting procedures at the Annual Meeting and special meetings, and to make such reports to each meeting as the delegates may require, subject to the special provisions of these bylaws concerning the election of a District UUA Trustee as provided in Article XI.
ARTICLE VI — OFFICERS AND DIRECTORS
Section 1. The following officers shall be elected by ballot annually for terms of one year each at the annual meeting: President, Vice President, Secretary and Treasurer. Each officer may be elected to an office for two (2) additional successive terms. No officer shall be eligible for reelection to that office until after one year has elapsed after the expiration of such three (3) terms. These officers together with the District UUA Trustee, as defined in Article XI of the bylaws, and nine (9) Directors shall constitute the District Board. In determining the length of service, only full years shall be counted. For the purpose of this Article of the bylaws, a year shall mean the period from July 1 to June 30.
Section 2. Three Directors shall be elected each year for terms of three (3) years each, except to fill vacancies in accordance with Article VI, Section 5. No person shall simultaneously hold more than one of the positions provided for in this Article. No Director, after serving two successive full terms, shall be eligible for reelection as Director until one year has elapsed after the expiration of such two terms. There shall be four (4) officers and nine (9) directors on the Board. In determining the length of service, only full years shall be counted. The term of the District UUA Trustee is defined in Article XI of these bylaws.
Section 3. To be eligible to serve on the District Board a person shall be a member of a member society of the District and shall not have served on the District Board more than nine (9) consecutive years unless one year has elapsed since serving nine (9) consecutive years. No more than one member of the same member society shall serve as a member of the District Board at the same time. This restriction shall not apply to any District Board member who changes his/her membership to a member society already represented by another District Board member, or to the District Board member serving a term as District UUA Trustee as defined in Article XI of these bylaws. When nominated to serve as an officer or Director the nominee shall designate the member society of which he/she is a member, and, if requested by the Nominating Committee or the Secretary, shall provide evidence of such membership. If more than one member of a member society is nominated, the member receiving the most votes shall be elected. The Nominating Committee or the Secretary shall establish such procedures and provide such printed forms as may be necessary and appropriate to carry out the provisions of this section of the bylaws.
Section 4. All officers and Directors elected at the annual meeting shall assume office on July 1 following the annual meeting.
Section 5. If any officer or Director shall be absent from three consecutive meetings of the District Board, the District Board by a two-thirds vote of those present and voting may declare the position vacant. Vacancy in any office elected by the Annual Meeting may be filled by the District Board in consultation with the Nominating Committee until the next Annual Meeting at which time the unexpired portion of the term for that office shall be filled by election by the Annual Meeting.
Section 6. There shall be a Resident Agent for the District appointed by the District Board in compliance with the laws of the Commonwealth of Massachusetts. Any person filling this office shall be a resident of the Commonwealth of Massachusetts. If the person so appointed shall cease to be a resident of the Commonwealth of Massachusetts, this fact shall create a vacancy in that office.
ARTICLE VII — DUTIES OF OFFICERS
Section 1. The President shall preside at all meetings of the District and of the District Board, serve as liaison to the District Executive, communicate with societies, serve as an ex-officio member of all committees except the Nominating Committee, and represent the District as appropriate.
Section 2. The Vice President shall perform tasks designated by the President and, in the absence or inability of the President to serve, shall be vested with the powers of and shall perform the duties of the President.
Section 3. The Secretary shall be responsible for keeping full records of the official actions of the meetings of the District Board and of the District. The Secretary shall give notice of all meetings of the District and of the District Board. The Secretary shall advise individuals of their election to office and report results of District elections in the District newsletter.
Section 4. The Treasurer shall be responsible for receiving all monies collected under the authority of the District, giving proper receipts therefore, and paying all expenses authorized within the budget or by the District Board. The Treasurer shall keep faithful accounts of and archive all financial transactions maintaining a balance sheet, submitting written income and expense reports to the board on a timely basis (quarterly at a minimum), and reporting to the Annual Meeting on the District’s financial status.
ARTICLE VIII — DUTIES OF THE BOARD AND THE EXECUTIVE COMMITTEE
Section 1. The general direction of the affairs of the District and the general powers necessary for exercising such direction and promoting the interests of the District shall be vested in the District Board. Meetings of the District Board shall be held at least six (6) times during the year. Special meetings of the District Board may be called by the President and must be called upon request by five (5) members of the District Board. Meetings of the District Board require ten (10) days notice. Seven (7) members of the District Board shall constitute a quorum.
Section 2. A summary of the minutes of all meetings of the District Board shall be available to member societies in paper or electronic form. A report of the actions of the District Board during the preceding year shall be submitted to the Annual Meeting.
Section 3. The District Board may:
(a) enact policies and procedures that establish the scope and amount of services that may be provided a member society;
(b) prepare and submit to the Annual Meeting for its action a proposed budget of sufficient proportions to permit the effective operation of the program and services of the District in the ensuing year;
(c) authorize the Treasurer to make disbursements;
(d) employ whatever personnel are deemed necessary and for whom the necessary funding is included in the budget adopted by the District;
(e) form such operating committees as may be needed from time to time to fulfill its responsibilities and appoint the chairs of those committees;
(f) identify and set goals and annually evaluate progress toward those goals;
(g) authorize the Treasurer or any officer or committee to open an account at any bank or other financial institution and execute such agreements as are usual for the opening and maintaining of such accounts without further action of the District Board;
(h) provide for an audit as needed and report any such audit to the next Annual Meeting; and
(i) perform other appropriate tasks as required.
Section 4. There shall be an Executive Committee consisting of the President, the Vice President, the Secretary, the Treasurer and one Director to be chosen annually by the District Board. During the intervals between meetings of the District Board the Executive Committee shall have and may exercise all powers vested in the District Board as to the management of the current and ordinary business of the District and shall report any actions to the next full meeting of the District Board.
ARTICLE IX – DISTRICT EXECUTIVE AND RELATIONSHIP WITH UUA
Section 1. The District may enter into a contract with the UUA as a partner for the provision of resources, training, and information to the District and its member societies. The partnership may include, but not be limited to, provision of financial support for the employment of a District Executive and other staff.
Section 2. A District Executive shall be selected by the District Board in accordance with the current UUA employment procedure pertaining to this position. Employment shall be in accordance with a co-employment agreement between the District and the UUA. The terms and condition of employment shall be determined by UUA and District personnel policies and an employment agreement signed by the District President, the UUA Director of District Services, and the District Executive.
Section 3. The District Executive shall serve as the chief administrative and operating officer of the District. Applicable UUA and District position descriptions and personnel manuals shall determine the District Executive’s duties. The District Executive together with the District Board, or its appointed representative committee, and the UUA Director of District Services (or successor positions) will consult periodically and share in developing priority objectives and conducting an annual evaluation.
Section 4. Any minister who serves as District Executive shall agree not to be a candidate for ministerial settlement in this District upon completion of service, for the period of time required and described by applicable UUA policies.
ARTICLE X — COMMITTEES AND TASK FORCES
Section 1. Nominating Committee. There shall be a Nominating Committee of three (3) persons serving terms of three (3) years with one member elected at the Annual Meeting each year. Members of the Committee shall not be eligible for reelection for one year after serving a full term. The Chair of the Committee each year shall be selected by the Committee from its membership. The District Board in consultation with the Nominating Committee shall fill vacancies until election at the next Annual Meeting. The Committee shall prepare a slate of nominees for each position to be filled by election at the Annual Meeting. The report of the Nominating Committee shall be submitted to the Secretary at least forty-five (45) days prior to the date of the Annual Meeting. Nothing herein contained shall be construed as limiting or abridging the right of delegates to nominate from the floor candidates for offices to be filled, except for the office of District UUA Trustee, which is subject to special provisions in these bylaws. Every nomination, whether made by the Nominating Committee or from the floor, shall be made only with the consent of the nominee and shall be accompanied by a brief statement of personal qualifications. In making nominations the Nominating Committee shall take into account the need for fair balance of geographic representation as described in Article III insofar as possible and should strive for a balance amongst ministers, religious education leaders, and lay persons within the District. In addition, the committee may assist the District Board with identifying individuals for committees and task forces.
Section 2. Executive Committee. See Article VIII, Section 4.
Section 3. Committee on Credentials. See Article V, Section 7.
Section 4. Finance and Endowment Committee. See Article XIII.
Section 5. Appointed Committees and Task Forces. Appointed committees and task forces shall conduct programs or engage in studies as determined by the District Board. The District Board shall specify the charge to the committee or task force and its duties and responsibilities, and shall determine the number and terms of its members. The District Board may require any committee or task force to make reports to the District Board and to the Annual Meeting.
ARTICLE XI — DISTRICT UUA TRUSTEE
Section 1. At intervals of four (4) years, the District shall elect its representative member of the Board of Trustees of the UUA as authorized under Article VI, Section 6.3 (c) of the bylaws of the UUA. The District UUA Trustee shall be elected in conformance with Article IX, Section 9.11 (d) (4) of the bylaws of the UUA. A member society for purposes of participating in this election shall be as defined by Article III, Section C-3.5 of the bylaws of the UUA and Article IV, Sections 1 and 2 of these bylaws.
Section 2. The District Board shall determine the date, time, and place of the election of the District UUA Trustee. The election shall fall not earlier than one hundred and fifty (150) days and not later than forty-five (45) days before the General Assembly of the UUA for the year in which the District UUA Trustee is to be elected except in the case of an election to fill a vacancy. Election of the District UUA Trustee must be held within the geographical bounds of the District. Notice of the election shall be mailed to member societies no later than ninety (90) days prior to the date of the election. The notice shall include the date, time, and place of the meeting; a description of how to calculate the number of delegates to which the society is entitled; and appropriate forms of nomination petitions on which the deadline for submitting nominations is clearly indicated.
Section 3. Nominations for the office of District UUA Trustee shall be made by petition as provided in this section. No other nominations shall be made, except that, if no nomination has been received by petition under this section on or before a date thirty (30) days prior to the election, the District Board shall nominate one or more candidates for the office. Petitions for nomination under this section may be made only by member societies of the UUA and the District. The nominee must be a legal member of a member society or a minister in fellowship with the UUA serving a member society of the District. Such nominations shall require the sponsorship of no fewer than thirty (30) members of member societies. No more than ten (10) signatures of members of any one member society shall be counted toward the required thirty (30). The petition must be submitted to the District office on or before a date thirty (30) days prior to the election.
Section 4. On or before a date not less than twenty-one (21) days before the election, the Secretary shall send a mailing to each member society. The mailing shall include a packet for each delegate to which that society is entitled under Article IV, Sections 3, 4 and 5 of these bylaws. Each packet shall include statements introducing the candidates nominated and a second notice of the date, time, and place of the election. In any contested election, the packet shall include an absentee ballot, an inner credentials envelope, and an addressed outer envelope for mailing the absentee ballot.
(a) Absentee Ballots. A delegate may cast an absentee ballot as prescribed by the Board. Absentee ballots not accompanied by a delegate card shall be void.
(b) Delegates Attending the Election. Delegates participating in the election in person shall be properly credentialed.
Section 5. Tellers for the election shall be appointed and supervised by the Secretary. On the first ballot, the votes of the delegates present and voting in person shall be tabulated together with the votes cast by absentee ballot. The candidate who receives a majority of all votes cast shall be declared elected. If no candidate has a majority on the first ballot, a second ballot with the two candidates receiving the most votes will be cast. If two or more candidates are tied for elimination, determination of the candidate to be eliminated shall be by lottery. The candidate with the greater number of votes on the second ballot shall be declared elected. If the second ballot should result in a tie, the election shall be decided by lottery.
Section 6. The Secretary shall certify to the UUA, in conformance with the bylaws of the UUA, the District UUA Trustee elected.
Section 7. In event of a vacancy in the office of District UUA Trustee, the provisions of the bylaws of the UUA, Article VI, Section 6.8 (b) shall become effective.
Section 8. No District UUA Trustee shall serve more than two (2) full terms of four (4) years consecutively in addition to any interim appointment or election to fill a vacancy.
ARTICLE XII — FINANCE AND ENDOWMENT COMMITTEE
Section 1. Membership. The District Board shall appoint a Finance and Endowment Committee composed of three (3) members. Each member shall serve a three-year term except that the initial committee members shall be appointed to staggered terms of one, two, and three years such that the term of one member will end each year. The President, the District Executive, and the Treasurer shall be non-voting ex-officio members of the Finance and Endowment Committee. Any member of the Finance and Endowment Committee may be removed from office by an affirmative vote of two-thirds of District Board members present and voting. The District Board shall fill any vacancies.
Section 2. Qualifications. All members of the Finance and Endowment Committee must be members of a member society of the District. No more than one member of the same member society shall serve as a member of the Finance and Endowment Committee at the same time. Members may be appointed to no more than two (2) consecutive terms including partial terms of less than three (3) years.
Section 3. Duties of the Finance and Endowment Committee. The Finance and Endowment Committee shall formulate, sponsor, undertake, and supervise the raising of funds to increase District endowments; shall maintain all the endowment funds of the District; and shall have authority to invest and reinvest the funds prudently. The Finance and Endowment Committee shall provide oversight of financial reporting by the Treasurer and preparation of and adherence to approved budgets, and shall undertake such related projects and activities as may be directed by the District Board.
Section 4. Meetings. The Finance and Endowment Committee shall hold meetings no less frequently than twice between Annual Meetings of the District. A quorum at any meeting shall consist of two (2) voting members.
Section 5. Endowment Funds. Endowment funds shall be in two categories:
(a) Restricted Funds. These funds shall be maintained by the Finance and Endowment Committee in the manner and for the purposes specifically designated by the donors.
(b) Unrestricted Funds. These funds shall be maintained by the Finance and Endowment Committee, who shall not expend or loan the principal without a three-fourths (3/4) vote of those present and voting at an Annual Meeting of the District. The District Board shall make income from these funds available to the District for such purposes as the District may require.
ARTICLE XIII — GENERAL PROVISIONS
Section 1. The fiscal year shall be from July 1 to June 30.
Section 2. The seal of this corporation shall be circular in form and contain the name of the corporation and the words: Incorporated 1964.
Section 3. In the event of the dissolution of this corporation or if no Annual Meeting of delegates shall be held over a period of three (3) years, all its property, both real and personal, shall become the property of the UUA.
Section 4. At all meetings of the District, the parliamentary authority shall be the current edition of Robert's Rules of Order, except where they are inconsistent with these bylaws.
ARTICLE XIV — INDEMNIFICATION
Section l. Except as otherwise stated in this section, no officer, director, District UUA Trustee, committee member, employee or other agent named or appointed shall be held personally liable or accountable for any error or mistake of fact, law, or judgment, or any act or omission of any agent, proxy, attorney, other manager, or any person to whom he/she may delegate his/her powers, or any other person or by reason of the invalidity, irregularity or non-enforceability of these bylaws or its provisions, or by reason of any action taken or omitted in good faith or in the belief that he/she is acting in accordance with the provisions and intent of these bylaws, or be liable or accountable for more money or other property than he/she actually receives, or be so liable or accountable by reason of the existence or failure to disclose the existence of any known personal or adverse interest, or by reason of anything. No officer, director, District UUA Trustee, committee member, employee or other agent shall be liable or accountable by reason of any action taken, suffered or omitted in accordance with or in reliance upon an opinion or legal advice of legal counsel employed by the District (who may be a member of a law firm of which an officer, director, District UUA Trustee, committee member, employee or other agent is a member). This indemnification does not extend to any officer, director, District UUA Trustee, committee member, employee or other agent engaged in individual willful misconduct with the knowledge or belief that his/her action is in violation of his/her powers.
Section 2. The corporation shall indemnify each person who is serving, and each person, or the estate or heirs of any such person, who has served as an officer, director, District UUA Trustee, committee member, employee or other agent, upon receipt of a written request for indemnification from the person or his/her estate or heirs. Indemnification extends to all of the expenses incurred in defending any criminal or civil action or proceeding arising out of or connected with any act or omission of such person while acting within the scope of his/her office as an officer, director, District UUA Trustee, committee member, employee or other agent. Indemnification extends to the payment of any judgment, or, if the District gives its written approval in advance, to any settlement. The provisions of this section do not apply if the person, or his/her estate or heirs, is adjudicated not to be entitled to indemnification under the provisions of G. L. c. 180 s. 6 of the Commonwealth of Massachusetts, as amended from time to time. Any person, or his/her estate or heirs, who requests indemnification prior to the final determination of any civil or criminal action or proceeding must agree in writing at the time the request is made to repay to the District any indemnification payment made if such person or his/her estate or heirs is adjudicated not to be entitled to indemnification.
ARTICLE XV — AMENDMENTS
These bylaws may be amended only by a two-thirds (2/3) vote of the delegates present and voting at any Annual or Special Meeting provided that the substance of the proposed amendment shall have been included in the notice of the meeting, copies of which having been sent to member society offices for copying, distribution, and posting by the societies at least twenty-one (21) days before the date of the meeting at which the amendment is to be acted upon.