Bylaws

Article I: Membership
Section 1. Members
Section 2. Provisional Membership
Section 3. Emerging Groups
Section 4. Associates
Section 5. Suspension Of Membership

Article II: Meetings
Section I. General Meetings
Section 2. Special Meetings
Section 3. Notice Of Meeting
Section 4. Presiding Officer
Section 5. Order Of Business
Section 6. Delegates
Section 7. Voting

Article III: Officers
Section 1. Nominations
Section 2. The President
Section 3. The Vice-President
Section 4. The Secretary
Section 5. The Treasurer
Section 6. Delegation Of Duties

Article IV: Committees
Section 1. The Executive Committee
Section 2. The Nominating Committee
Section 3. The Credentials Committee
Section 4. Other Committees

Article V: Staff

Article VI: Financial Matters
Section 1.
Section 2.

Article VII: General
Section 1.
Section 2.

Article VIII: Amendments To The By-Laws

Article IX: Tax Exempt Provisions
Section 1.
Section 2.
Section 3.
Section 4.

ARTICLE I: MEMBERSHIP

SECTION 1. MEMBERS

1.1 Associations or churches may apply for membership in the Council to the Executive Committee.

1.2 The Executive Committee, being satisfied that the applicant meets the terms contained in the Constitution along with such further conditions that the Executive Committee may from time to time establish, may grant membership, subject to ratification by Council Members according to the following procedure. Following the Executive Committee meeting at which the application is approved, notice of the decision will be sent to all Council Members, inviting responses. If, by a specified date six months after the notice is issued, no objections to the Executive Committee's decision have been received by the Secretary, then that decision shall be deemed to have been ratified. If an objection is received from a Council Member, then a decision on ratification shall be deferred to the next meeting of the Council.

SECTION 2. PROVISIONAL MEMBERSHIP

2.1 When the Executive committee is satisfied that the applicant meets the terms of membership contained in the ICUU Constitution, along with any other conditions that the Executive committee may establish, the Executive committee may grant provisional membership to the applicant subject to the ratification of the Council according to the procedure described in SECTION 1.

2.2 Provisional membership is normally granted to newly formed groups so that they may demonstrate their unity, stability and effective administration before being granted full membership status.

2.3 Provisional members may have the same number of delegates as are provided for members except that these delegates shall not be entitled to vote.

SECTION 3. EMERGING GROUPS

Applicants that are deemed to be reasonable prospects for membership, but do not fulfil the conditions of either Provisional membership or Full Membership may be designated as Emerging Groups by the Executive Committee upon its sole discretion. Emerging Groups may be accorded observer status at General Meetings.

SECTION 4. ASSOCIATES

The Executive Committee may grant Associate Status to properly constituted organisations with beliefs and purposes closely akin to those of ICUU, but which by the nature of their constitutions, purposes, or more limited fields of work are not eligible for full membership, or which do not wish to become full members now or in the foreseeable future. Such status shall be subject to ratification by Council members. Associates are entitled to be presented by one non-voting delegate at General Meetings.

SECTION 5. SUSPENSION OF MEMBERSHIP

5.1 The Executive Committee, with good and sufficient reason, may recommend to the Council the suspension of membership privileges of any Member or Associate Member. Such Member or Associate Member shall have the opportunity to be heard by the Council before the Council makes its decision concerning the suspension of membership privileges.

5.2 The Council may suspend the membership privileges of a Member or Associate Member until its next meeting, when that suspension will be reviewed. The Council may then lift the suspension, or renew it for a specified period, or terminate membership altogether.

5.3 Membership in the Council shall be terminated if the Member or Associate Member dissolves itself or notifies the Executive Committee in writing that it has resigned from the Council.

ARTICLE II: MEETINGS

SECTION 1. GENERAL MEETINGS

The General Meeting of the Council shall be held at such place and on such days as the Executive Committee may by resolution determine.

SECTION 2. SPECIAL MEETINGS

2.1 Other meetings of the Council may be convened:

2.1.1 By order of the Executive Committee, or

2.1.2 By the President as soon as proper notice can be given upon receipt by the Executive Committee of a written petition requesting a Special Meeting. Such petition must carry the written endorsement of at least one third of the Council's Members and must state specifically the business proposed to be transacted at the meeting.

2.1.3 From time to time it may be necessary to conduct a Special Council Meeting electronically rather than in person. In such a case, the detail as to how the meeting will be conducted and how voting will take place must be sent out with the notice of meeting.

SECTION 3. NOTICE OF MEETING

3.1 A notice of meeting for a General or Special Meeting shall be sent in a timely fashion to the official address of each Member and Associate Member either by mail or by electronic means not less than three months before the date of the meeting. This notice shall contain, at minimum:

3.1.1 The day, hour and place of the meeting

3.1.2 The business proposed to be transacted at the meeting

3.1.3 Any proposed amendments to the By-laws

3.1.4 For a General Meeting only, the proposed budget for the succeeding two year budget period.

3.2 The accidental failure to give notice of any meeting or the non-receipt of any notice by a Member shall not invalidate any resolutions passed or any proceedings taken at any meeting.

SECTION 4. PRESIDING OFFICER

The President of the Council shall normally preside at every General or Special Meeting. Should the President be unable or unwilling to chair the meeting, the Vice-President of the Council shall do so. Should the Vice-President be unable or unwilling to chair the meeting, the delegates present shall choose some other Member of the Executive Committee to serve as presiding officer. If no Executive Committee Member is present or if all such members decline to take the chair, the delegates present shall choose one of their own members to preside. The presiding officer at any General or Special Meeting, may from time to time retire from the chair and with the unanimous consent of the Council delegates present and voting, designate a delegate to fill the chair during such absence, provided always, that the delegates may at any time, on motion, require the chair to be vacated by the designated presiding officer.

SECTION 5. ORDER OF BUSINESS

5.1 The order of business at a General Meeting shall be the following:

5.1.1 Approval of the Agenda

5.1.2 Approval of the Rules of Procedure for the meeting

5.1.3 Recognition of New Members

5.1.4 Report on Credentials

5.1.5 Report of the Secretary on Nominations to the Executive Committee

5.1.6 All other business

5.2 The order of business at a Special Meeting shall be the following:

5.2.1 Approval of the Agenda

5.2.2 Approval of the Rules of Procedure for the meeting

5.2.3 Report of the Credentials Committee

5.2.4 The business for which the meeting was called

SECTION 6. DELEGATES

A delegate shall be a person having written accreditation from that member group. Such accreditation shall be submitted in writing to the Secretary prior to the start of a Council meeting.

SECTION 7. VOTING

7.1 Every accredited delegate, including the presiding officer assuming that person is also a delegate, of a Member association or church shall be entitled to one vote. Save as otherwise provided by Constitution or by these By-laws, votes shall be given personally by delegates. No delegate shall be entitled to appoint a proxy.

7.2 Every question submitted to any General or Special Meeting (electronic meetings excepted) shall be decided in the first instance by a show of hands of the delegates. If a poll is demanded by any delegate on any question, it shall be taken in such time and place and in such manner as the presiding officer directs. The result of a poll shall be deemed to be the resolution of the meeting in respect of the matter upon which the poll was demanded.

7.3 Voting during electronic meetings shall be by poll only.

7.4 No poll shall be amended on the election of a presiding officer of a meeting, or an any question of adjournment.

7.5 The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been determined.

7.6 At any meeting, unless a poll is demanded, a declaration by the presiding officer that a resolution has been carried or carried unanimously or by any particular majority or lost or not carried by a particular majority shall be conclusive of the fact.

7.7 In the case of an equality of votes, whether on a show of hands or on a poll, the question is defeated.

ARTICLE III: OFFICERS

SECTION 1. NOMINATIONS

The slate of candidates prepared by the Nominating Committee shall be mailed to the Members not less than three months prior to the Council Meeting at which the election is to occur. The slate shall include one or two names for each position. Members may submit additional written nominations only, duly seconded by another member group, to the Secretary up to the beginning of this meeting. Nominations duly seconded will also be accepted from the floor. These nominees must also be Members in good standing of a Member organization and be acceptable to the governing body of that organization.

SECTION 2. THE PRESIDENT

The President shall preside at all meetings of the Council and Executive Committee, except as otherwise provided in Article II, Section 4. He or she shall be the official representative of ICUU and shall have such other powers and perform such other duties as may be specified by these By-laws or as the Executive Committee may from time to time require.

SECTION 3. THE VICE-PRESIDENT

The Vice-President shall perform the functions of the President whenever so instructed by the President, or in the absence of the President, or because of the inability of the President to act. She or he shall also perform such other duties as the Executive Committee may from time to time require.

SECTION 4. THE SECRETARY

The Secretary shall issue or cause to be issued notices and proposed agendas for all meetings of the Executive Committee and of General and Special Meetings of the Members. He or she shall keep a complete record of the proceedings of these meetings, the Constitution and By-laws of the Council, the official names and addresses of all Members and Associate Members, and the names, addresses and employment records of all persons employed by the Council. The Secretary shall also perform such other duties as the Executive Committee may from time to time require.

SECTION 5. THE TREASURER

5.1 The Treasurer shall have responsibility for the care and custody of all the funds and securities of the Council and shall deposit the same in the name of the Council in such bank or banks with such depository or depositories as the Executive Committee may direct. Except as may otherwise be provided by resolution of the Executive Committee, the Treasurer shall sign all cheques, drafts, notes or money orders for the payment of money, and shall pay out or dispose of the same under the direction of the Executive Committee.

5.2 The Treasurer shall keep faithful accounts of all transactions, which accounts shall be annually examined and certified by an auditor chosen by the Executive Committee. The Treasurer shall also perform such other duties as the Executive Committee may from time to time require. 5.3 The Treasurer may be required to give such bond for the faithful performance of the Treasurer's duties as the Executive Committee member shall be liable for failure to require any bond, or for the insufficiency of any bond, or for any loss by reason of the failure of the Council to receive any indemnity thereby provided.

SECTION 6. DELEGATION OF DUTIES

In addition to the Constitutional provision governing the filling of vacancies on the Executive Committee, the Executive Committee may, in the case of the absence or temporary incapacity of any officer of the Council, delegate such powers of such officer to any other Executive Committee Member for the time being.

ARTICLE IV: COMMITTEES

SECTION 1. THE EXECUTIVE COMMITTEE

1.1 The composition, term of office, and duties of the Executive Committee are specified in the Constitution. The Executive Committee shall have the power to include up to two additional persons in its meetings.

1.2 Executive Committee Members shall serve without compensation and no Committee Member shall use their position for personal gain. Reasonable expenses incurred by any Committee Member in the performance of duty will, however, be paid.

1.3 The Executive Committee at its discretion may submit any contract, act or transaction for approval or ratification at any General or Special Meeting of the Council called for that purpose.

1.4 Meetings of the Executive Committee may be held by telephone or by other electronic means as well as in person. A quorum at any meeting of the Executive Committee shall consist of three members.

1.5 During meetings of the Committee, each Committee member shall be entitled to one vote. The presiding officer at the meeting shall not be entitled to vote unless needed to break a tie, in which case the presiding officer shall be entitled to one vote.

SECTION 2. THE NOMINATING COMMITTEE

The composition and duties of the Nominating Committee are specified in the constitution and By-laws.

SECTION 3. THE CREDENTIALS COMMITTEE

A Credentials Committee shall be formed by the Executive Committee. The Credentials Committee shall be responsible for the collection of credentials of voting delegates, the supervision of elections and balloting of the Council, and for making such reports to each meeting as the Secretary of the meeting itself may prescribe. The Executive Committee shall determine and publish the form that these credentials must take.

SECTION 4. OTHER COMMITTEES

The Executive Committee or the meeting may establish or appoint such other standing or ad hoc committees as they may deem necessary or desirable.

ARTICLE V: STAFF

The Executive Committee may at its discretion employ staff to assist in the Council's work. Such staff shall be responsible to the Executive Committee and shall report to whichever Member(s) of this Committee that the Committee itself shall deem most appropriate.

ARTICLE VI: FINANCIAL MATTERS

SECTION 1.

The fiscal year of the Corporation shall be determined by the Executive Committee.

SECTION 2.

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Executive Committee may select.

ARTICLE VII: GENERAL

SECTION 1.

The Executive Committee 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, and such authority may be general or confined to specific instances.

SECTION 2.

The Executive Committee may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state and year of incorporation, and the words "Corporate Seal".

ARTICLE VIII: AMENDMENTS TO THE BY-LAWS

Proposals to amend the By-Laws, together with supporting documentation, shall be given to Members as part of the Notice of Meeting as per Article II, section 3. Amendments shall be passed by a majority of the delegates present and voting at Council Meetings.

ARTICLE IX: TAX EXEMPT PROVISIONS

SECTION 1.

This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code; or (b) by a corporation, contributions to which are deductible under Section I 70 (d)(2), or the corresponding section of any future federal tax code.

SECTION 2.

No part of the assets of the corporation and no part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its objects and purposes expressed herein.

SECTION 3.

No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing and distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

SECTION 4.

The provisions for the disposition of the corporate assets in the event of dissolution of the corporation are: The funds, assets, and property of the corporation shall be conveyed, transferred, distributed, and set over outright to the Unitarian Universalist Association, 25 Beacon St. Boston, Massachusetts, for uses consistent with the purposes of this organization, so long as that organization shall at that time qualify as an exempt organization under Section 501 (c)(3) of the Internal Revenue Code, or the corresponding provision of any future federal tax code. If for any reason the Unitarian Universalist Association is unable to receive the funds, assets, and property of this corporation, the same shall pass to such other organization or organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding provision of any future federal tax code, for uses consistent with the purposes of this organization.

(as adopted in June 2003 and amended in April 2005, November 2007 and September 2010)


New address of UUA: 24 Farnsworth Street | Boston, MA 02210