Bylaws of the International Convocation of Unitarian Universalist Women
A Texas Non-Profit Corporation
Article I. NAME
Section 1.01 This organization shall be known as the International Convocation of Unitarian Universalist Women, hereinafter called ICUUW, or the Corporation.
Article II. PURPOSE
Section 2.01 The Corporation is organized exclusively for charitable, religious, and educational 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.
Section 2.02 The purpose of ICUUW is to create a community of Unitarian Universalists and women of other progressive faiths (hereinafter “UU’s”) dedicated through action to building global partnerships to enrich women’s lives. ICUUW will focus on access to education; health care, including reproductive justice; violence prevention; empowerment in decision-making; and the elimination of poverty.
Section 2.03 To support this community, ICUUW will build the capacity of UU’s locally, nationally, and internationally to achieve the vision. ICUUW will:
(a) Create platforms for communication to connect one another through, for example:
(i) The online or internet community,
(ii) National meetings, and
(iii) International convocations;
(b) Create resource tools to help individuals and groups, including, without limitation, the following:
(i) A database of model initiatives, both as a resource for lessons-learned and as entry points where women are encouraged to become part of a project,
(ii) Documentation and other materials on the Community Capacity Building process,
(iii) Technical assistance for model initiatives including micro finance and business development, and
(iv) A methodology for measuring program success; and
(c) Develop policies and processes to coordinate activities with major groups engaging UU women, including the UU Women’s Federation, the International Association of Liberal Religious Women, UU Women and Religion, and other organizations.
Article III. OFFICES
Section 3.01 Principal Office. The principal office of the Corporation shall be located at 5202 Crawford Street, Unit 19, Houston, TX 77004 and changed as the Board of Directors of the Corporation (the “Board”) may determine from time to time.
Section 3.02 Other Offices. The Corporation may have such other offices anywhere in the United States as the Board may determine.
Section 3.03 Registered Office and Registered Agent. The Corporation shall have and continuously maintain within the State of Texas a registered office and a registered agent as required by the Texas Non-Profit Corporation Act (the “Act”). The registered office and/or agent may be changed from time to time by the Board. Notice of any change shall be timely filed with the office of the Texas Secretary of State as required by law.
Section 3.04 Offices Outside Texas. If additional offices are established and maintained outside the State of Texas, then the Corporation shall comply with all filings and other provisions required by the laws of the other jurisdictions, including, but not limited to, obtaining authorization to do business in the other jurisdictions prior to actually doing business there.
Article IV. MEMBERSHIP
Section 4.01 Individual Members. All those who are registered in the online community are members of ICUUW.
Section 4.02 Partner Organizations. Partner organizations may include Unitarian Universalist congregations and other organizations.
Article V. BOARD OF DIRECTORS
Section 5.01 General Powers. The Board of Directors shall govern the affairs of the Corporation.
Section 5.02 Members of the Board of Directors. The Board of Directors, hereinafter referred to as the Board, shall consist of the four officers of the Corporation (“Officers”) and five additional board members. They shall take office at the conclusion of the annual meeting at which they are elected. The members of the Board are either elected or appointed as provided for in these Bylaws and shall hold office until a successor is elected or appointed. The Executive Director shall serve as an ex officio member of the Board.
Section 5.03 Terms. Each Director shall hold office for a term of three (3) years or until her/his successor shall have been elected and qualified. The exception is that at the first election after incorporation, one-third (1/3) of the members shall have been elected and qualified for a three (3) year term, one-third (1/3) for a two (2) year term, and one-third (1/3) for a one (1) year term. Selection for these terms shall be done through recruitment to the board, or by drawing straws or in such other manner as shall accomplish the assignment.
One third of Directors’ terms shall thereafter expire annually. No more than two consecutive three (3) year terms may be served by any director; however, Board members may be re-elected after a one (1) year absence from the Board. In the case of immediate past President, or other officer position deemed indispensable to the Board’s work, if the person holding that office is due to rotate off the board, the board may make an exception to this guideline for the purposes of establishing and maintaining continuity for the Corporation.
Section 5.04 Vacancies. A vacancy of a Board member shall be appointed by a majority of the remaining members of the Board.
Section 5.05 Tenure. Except as specified in sec. 5.03, each Board member shall hold office for a three (3) year term. A Board member or Officer elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor or until his/her successor has been elected.
Section 5.06 Annual Meeting of the Board. The annual meeting at which time board members and officers are elected will be six months prior to or six months after June 1st of every calendar year.
Section 5.07 Regular Meetings. Regular meetings of the Board shall be held at such place and at such times and with such frequency as the Board by resolution shall select.
Section 5.08 Special Meetings. Special meetings of the Board may be called by the President or by any two Board members. The person or persons calling a special meeting of the Board may fix the time and place for holding such meeting.
Section 5.09 Notice. Notice of annual and regular meetings of the Board shall be given at least twenty (20) days, and notice of all special meetings shall be given at least seven (7) days, prior to such meeting by written notice setting forth the time and place for holding such meeting and shall be delivered to each Director personally, by first class mail, by facsimile transmission or by e-mail, or any combination of the above, according to those methods or addresses of each Director as currently shown on the records of the Corporation. Delivery shall be deemed given on the day it is sent. Actual attendance at a meeting constitutes waiver of the required notice of the meeting.
Section 5.10 Quorum. A majority of the Board appointed and in office shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present at any meeting, a majority of the Board who are present may adjourn the meeting at any time without further notice. Unless otherwise specified in these Bylaws, the actions of a quorum of the Board shall be considered actions of the entire Board.
Section 5.11 Telephonic or Similar Meetings. Subject to the notice provisions of section 5.09, any meeting of the Board may take place by means of conference telephone call or similar communications whereby all persons participating in the meeting can receive all communications taking place and can communicate with each other. If at least twelve (12) hours prior to the scheduled special meeting, any Board member requests to participate via telephonic conference or similar communications as described in sec. 5.11, then the meeting shall provide such method of participation for any Board member. Participation in any such meeting shall constitute attendance in person at such meeting.
Section 5.12 Action by the Board Without a Meeting. Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all Board members. Consent in writing may be by mail, fax, e-mail, or any similar written communication.
Section 5.13 Committees. The Board may designate one or more committees to conduct the business and affairs of the Corporation to the extent authorized. Each Board-appointed committee must consist of at least one (1) Board member and may include members and non-members as authorized by the Board. The Board shall have the power to change the powers and membership of any Board appointed committee, including the removal and appointment of members, to fill vacancies, and to dissolve any Board-appointed committee at any time. The designation of any committee and the delegation of authority thereto shall not operate to relieve the Board, or any individual Board member, of any responsibility imposed by law.
Section 5.14 Proxy and Voting. The Board of record may vote at any Board meeting, either in person or by proxy, in writing, by email or fax and filed with the Secretary before the vote is taken. Each Board member is entitled to one vote.
Section 5.15 Compensation. The Board shall not receive any stated salaries for their services as The Board. By resolution of the Board, any Board member may be reimbursed for reasonable expenses incurred in pursuing the work of the Corporation.
Section 5.16 Removal of Board Members. Board Members may be removed by the unanimous vote of all Board Members qualified to vote on the removal. All Board Members are qualified to vote except those being considered at the same meeting for removal. Removal may only be for cause where cause includes, but is not limited to, a medical condition of a Board member that prevents him/her from effectively performing his/her duties as a Board member, the unexcused non-attendance at two or more meetings within the period of a year, the Board member’s failure to meet the requirements of membership in ICUUW, for gross incompetence or dereliction of duty, for gross violation of, or encouraging others to violate, the Purpose of the ICUUW, as set forth in art. II, or upon conviction of any crime of moral turpitude.
Article VI. OFFICERS
Section 6.01 Officers. The officers of the Corporation (“Officers”) shall be the President, Vice President, Secretary and Treasurer.
Section 6.02 Election and Terms. The Board and the Officers, as set forth below, shall, unless waived at the meeting, be chosen by secret written ballot of the Members in attendance at the Annual Meeting of ICUUW. Board members may serve two consecutive terms; an officer may serve two consecutive terms holding the same office, and may be elected to hold a different office immediately thereafter. The outgoing President may serve as the Past President following his/her term as President, but unless elected to the Board, the Past President shall be an ex-officio (i.e., non-voting) member.
Section 6.03 Removal of Officers. Any Officer, except the President, may be removed at any time by an affirmative vote of a Super Majority of the Board. “Super Majority” is defined as at least 2/3 of those qualified to vote where the Officer whose removal is being considered is not qualified to vote.
Section 6.04 Vacancies. A vacancy of an Officer shall be appointed by a majority of the remaining members of the Board.
Section 6.05 President. The President shall be the principal executive officer of the Corporation and shall, in general, supervise the affairs of the Corporation. The President shall preside at all meetings of the Board and shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time. The President shall be an ex-officio (i.e., non-voting) member of all committees except the Nominating Committee. The President shall call meetings as deemed necessary and shall perform other duties applicable to the office. The President is usually the spokesperson for the Corporation and is authorized to enter into agreements or speak on behalf of the Corporation.
Section 6.06 Vice President. The Vice President shall perform the duties of the President when the President, for any reason, is unable to act. The Vice President shall perform all duties incident to the office of Vice President and such other duties as may be prescribed by the Board or the President from time to time, and shall perform other duties applicable to the office.
Section 6.07 Secretary. The Secretary shall attend all meetings of the Board and record all proceedings of the meetings in a minute book to be kept for that purpose and shall perform like duties for any committees of the Board when directed to do so. The Secretary shall give, or cause to be given, notice of all meetings of the Board, and shall perform such other duties as may be prescribed by the President, under whose supervision the Secretary shall serve, and shall perform other duties applicable to the office.
Section 6.08 Treasurer. The Treasurer shall have the care and custody of the funds of the Corporation and shall have and exercise under the supervision of the Board all of the powers and duties commonly incident to this office, including the collection and disbursement of funds of the Corporation. The Treasurer shall keep or cause to be kept, accurate and contemporaneous books of accounts of the Corporation’s transactions, which shall be the property of the Corporation, and, together with all its property in the Treasurer’s possession, shall be subject at all times to the inspection and control of the Board. The Treasurer shall prepare for, and publish to, the Board a thorough and accurate financial report for the Annual Meeting, and shall perform other duties applicable to the office.
Article VII. Executive Director
Section 7.01 Appointment. The Board of Directors may appoint an Executive Director. The Executive Director serves at the pleasure of the Board and is remunerated according to policies developed and approved by the Board of Directors.
Section 7.02 Responsibilities. The Executive Director, if any, shall serve as the Chief Executive Officer of the ICUUW, and as an ex officio member of the Board and shall be responsible for:
(a) Implementing the policies, programs, and activities established by the Board of Directors;
(b) Operating and/or overseeing the operation of the programs and activities established by the Board of Directors;
(c) Hiring, supervising, discharging, and setting the level of compensation and benefits for such other staff as are authorized by the Board of Directors;
(d) Managing the resources of the ICUUW;
(e) Serving as a spokesperson of the ICUUW;
(f) Authorizing contracts, leases, or other agreements on behalf of the ICUUW and to open and close ICUUW bank and investment accounts in accordance with general policies and procedures approved by the Board of Directors; and
(g) Performing such tasks as may be required by the policies of the Board of Directors or requested by the Board.
Article VIII. CONVOCATION
Section 8.01 Purpose. An international convocation is a primary occasion for the gathering of ICUUW members and friends and for setting goals and sharing accomplishments of the Corporation. The convocation will meet from time to time as determined by the board of directors. In intervening years, ICUUW may attend, co-sponsor, and provide other logistical support for other international gatherings of Unitarian Universalist Women and other women of progressive faiths.
Article IX. MEETINGS
Section 9.01 There shall be at least one meeting held annually of the general membership. An agenda for this membership meeting, including business matters to be considered at the meeting, shall be published in the online community as well as the newsletter at least one month prior to the meeting. It is possible that the annual meeting may be held electronically.
Article X. COMMITTEES
Section 10.01 Board Development Committee (Nominating Committee). The Board Development Committee shall be comprised of the President and two other members approved by the Board of Directors. The Committee shall publish in the online community and in the newsletter at least one month prior to the Annual Meeting a list of director nominees and a slate of officers.
Section 10.02 Additional Committees. Other than the Nominating Committee, additional committees necessary to serve the purposes of ICUUW may be appointed per section 5.13 of these Bylaws.
Article XI. FISCAL YEAR AND BUDGET
Section 11.01 Fiscal Year. The fiscal year shall be from January 1st through December 31st.
Section 11.02 Budget. Upon the recommendation of the Board, and following any amendments from the floor, an annual budget shall be adopted by a majority vote at the Annual Meeting.
Article XII. VOTING
Section 12.01 Voting at the Annual Meeting. Any member of the online community may attend the annual meeting. Only a member who attends the annual meeting in person is entitled to vote and each such attending member shall have only one (1) vote. Unless specified otherwise in these Bylaws, a majority of those voting is required to approve any matter coming before the general membership.
Article XIII. AMENDMENTS
These Bylaws may be amended by approval of at least two-thirds of the sitting Board members. The proposed changes shall be published to the online community at least one calendar month prior to the vote. Publication shall be on the ICUUW website and may be by any additional method reasonably calculated to be received by the membership, including via the newsletter, facsimile transmission, or e-mail.
Article XIV. RESTRICTIONS AND REQUIREMENTS
Section 14.01 The Corporation shall not pay dividends or other corporate income to its members, directors or officers or otherwise accrue distributable profits or permit the realization of private gain. The Corporation shall have no power to take any action prohibited by the Act. The Corporation shall not have the power to engage in any activities, except to an insubstantial degree, that are not in furtherance of the purposes set forth above.
Section 14.02 The Corporation shall have no power to take any action that would be inconsistent with the requirements for a tax exemption under Internal Revenue Code Section 501(c)(3) and related regulations, rulings, and procedures. The Corporation shall have no power to take any action that would be inconsistent with the requirements for receiving tax deductible charitable contributions under Internal Revenue Code Section 170(c)(2) and related regulations, rulings, and procedures. Regardless of any other provision in the Certificate of Formation or state law, the Corporation shall have no power to:
(a) Engage in activities or use its assets in manners that are not furtherance of one or more exempt purposes, as set forth above and defined by the Internal Revenue Code and related regulations, rulings, and procedures, except to an insubstantial degree.
(b) Serve a private interest other than one that is clearly incidental to an overriding public interest.
(c) Devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise, except as provided by the Internal Revenue Code and related regulations, rulings, and procedures.
(d) Participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office. The prohibited activities include the publishing or distributing of statements and any other direct or indirect campaign activities.
(e) Have objectives that characterize it as an “action organization” as defined by the Internal Revenue Code and related regulations, rulings, and procedures.
(f) Distribute its assets on dissolution other than for one or more exempt purposes; on dissolution, the Corporation’s assets shall be distributed to the state government for a public purpose, or to an organization exempt from taxes under Internal Revenue Code Section 501(c)(3) to be used to accomplish the general purposes for which the Corporation was organized.
(g) Permit any part of the net earnings of the Corporation to inure to the benefit of any private shareholder or member of the Corporation or any private individual.
(h) Carry on an unrelated trade or business except as a secondary purpose related to the Corporation’s primary, exempt, purposes.
Article XV. LIMITATION OF LIABILITY OF DIRECTORS
Section 15.01 A Board Member shall not be liable to the Corporation or to members for monetary damages for an act or omission performed or committed in the Board Member’s capacity as a Board Member, except to the extent otherwise provided by a statute of the State of Texas.
Article XVI. INDEMNIFICATION
Section 16.01 The Corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was a Board Member or other person related to the Corporation (as provided by, or, regardless of) the provisions in the Act governing indemnification. As provided in the bylaws, the Board of Directors shall have the power to define the requirements and limitations for the Corporation to indemnify past or present Board Members, officers, members, or others related to the Corporation.
CERTIFICATE OF SECRETARY
I hereby certify that I am the duly elected and acting Secretary of ICUUW a Texas non-profit corporation, and that the foregoing Bylaws comprising nine (9) pages, including this certificate, constitute the original Bylaws of the Corporation as duly adopted by the Board of said Corporation.
IN WITNESS WHEREOF, I have hereunder subscribed my name this 14 day of October, 2009.