Bylaws of the International Convocation of Unitarian Universalist Women (ICUUW), A Texas Non-Profit Corporation
ARTICLE I. NAME
Section I.01 This organization shall be known as the International Convocation of Unitarian Universalist Women, hereinafter called ICUUW or the Corporation.
Section I.02 The International Convocation of Unitarian Universalist Women is doing business as International Women’s Convocation (IWC).
ARTICLE II. PURPOSE
Section II.01 Charitable Organization. The Corporation is organized exclusively for charitable, religious, and educational purposes, including, for such purposes, the making of distributions to organizations as exempt, non-profit or charitable under the jurisdictions where they are formed.
Section II.02 Purpose. ICUUW is a global partnership of Unitarian Universalists and people who share our values to work for women’s empowerment through Unitarian Universalist connections around the world. ICUUW is committed to improving the lives of women and girls by working for a world in which women are leaders in all aspects of their societies, have economic power and access to economic opportunities, have access to education and health care including reproductive care, and are safe in their homes and in their communities.
ARTICLE III. OFFICES
Section III.01 Principal Office. The principal office of the Corporation shall be located at 1904 Banks St. #2, Houston, TX 77098, or such location, in the State of Texas as the Board of Directors of the Corporation may determine from time to time.
Section III.02 Other Offices. The Corporation may have such other offices as the Board of Directors may determine.
Section III.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 office and/or agent may be changed from time to time by the Board of Directors. Notice of any change shall be timely filed with the office of the Texas Secretary of State as required by law.
ARTICLE IV. FISCAL YEAR AND BUDGET
Section IV.01 Fiscal Year. The fiscal year of the Corporation shall be January 1 through December 31.
Section IV.02 Budget. The Board of Directors shall adopt an annual budget no later than December of the prior year.
ARTICLE V. MEMBERSHIP
Section V.01 Qualification. Membership is open to any person at least 18 years of age.
Section V.02 Voting. Members shall have full voting rights at Annual or Special Meetings of members if they have been members at least 60 days prior to the meeting.
Section V.03 Term. Membership is effective January 1 through December 31 with the opportunity to join at any time during the year.
Section V.04 New Members. An initial membership form must be completed.
Section V.05 Contributions. Members shall make a contribution in support of the purposes of the organization.
Section V.06 Termination of Membership. If no contribution has been made in two (2) calendar years, membership shall be terminated.
ARTICLE VI. MEETINGS OF MEMBERS
Section VI.01 Annual Meeting. There shall be an Annual Meeting of all members to be held during the month of June or 30 days before or after.
Section VI.02 Special Meetings. Special Meetings of members shall be held when directed by the President or the Board of Directors, or when requested in writing by the holders of not less than 10% of all the members entitled to vote at the meeting. A meeting requested by members shall be called for a date not less than 14 nor more than 60 days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President, Board of Directors, or members requesting the meeting shall designate another person to do so.
Section VI.03 Purpose. The purpose of the Annual Meeting shall be the election of three (3) Board members, election of one (1) Nominating Committee member and various reports regarding the condition of the Organization.
Section VI.04 Notice. Notice of meetings of members shall be given at least twenty (20) days in advance. Notice of meeting may be delivered to the address of record by U. S. Mail, e-mail or other such method deemed sufficient to assure all concerned parties will receive notice in a timely manner. Delivery shall be deemed given on the day it is sent. Actual attendance at a meeting constitutes waiver of the required notice of meeting.
Section VI.04.1 Nominees. The Notice of Annual Meeting of members shall include the list of Board members and the Nominating Committee member to be considered for election as determined by the Nominating Committee.
Section VI.05 Quorum. The number of members in attendance, either in person, electronically or represented by absentee ballot shall constitute a quorum for transaction of business at any meeting of members. Action of a quorum of members shall be considered actions of the entire membership.
Section VI.06 Voting. Voting may be in person or by absentee ballot. The notice of meeting shall include the opportunity to request an absentee ballot.
Section VI.06.1 Receipt of Absentee Ballot. All absentee ballots must be received, either by mail to the address of record or electronically, at least 5 days in advance of the meeting.
ARTICLE VII. BOARD OF DIRECTORS
Section VII.01 General Powers. The Board of Directors shall govern the affairs of the Corporation.
Section VII.02 Members of the Board of Directors. The Board of Directors, hereinafter referred to as the Board, shall consist of four (4) officers of the Corporation (“Officers”) and five (5) additional Board members. They shall take office at the conclusion of the Annual Meeting at which they are elected. Members of the Board are either elected or appointed as provided for in these Bylaws.
Section VII.03 ICUUW Membership. Members of the Board shall maintain current membership in the Corporation throughout their tenure.
Section VII.04. International Representation. Membership of the Board shall reflect the international representation of the organization. The Board shall have representatives from at least four (4) countries.
Section VII.05 Terms. Each Director shall hold office for a term of three (3) years. Each Director may serve no more than two (2) consecutive three (3) year terms. Board members may be re-elected after a one (1) year absence from the Board.
Section VII.06 Vacancies. In the event of a vacancy, a replacement Board member shall be appointed by a majority of the remaining members of the Board and shall serve the remaining term of the Board member that is being replaced.
Section VII.07 Compensation. The Board shall not receive any stated salaries for their services as members of the Board of Directors. By resolution of the Board, any Board member may be reimbursed for reasonable expenses incurred in pursuing the work of the Corporation.
Section VII.08 Operating Procedures. The Board shall adopt Operating Procedures that include goals and day-to-day operations of the Corporation. These Operating Procedures may be amended by vote of the Board at any time; however, there shall be an annual review at the Board Meeting following the Annual Meeting.
SECTION VIII. OFFICERS
Section VIII.01 Officers. The Officers of the Corporation shall be the President, Vice President, Secretary and Treasurer.
Section VIII.02 Officer Terms. The term of office shall be one (1) year. Officers shall be elected by the Board of Directors during the first meeting following the Annual Meeting. Officers may be re-elected to the same office during their tenure on the Board.
Section VIII.03 Removal of Officers. Any Officer may be removed at any time by an affirmative vote of at least two-thirds (2/3) of the Board members, other than the Officer whose removal is being considered.
Section VIII.04 Vacancies. Should an Officer position become vacant, the replacement shall be appointed by a majority of the remaining members of the Board and that person shall serve the remaining term of the Officer that is being replaced.
Section VIII.05 President. The President shall be the principal executive officer of the Corporation and shall 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 member of all committees except the Nominating Committee. The President is authorized to enter into agreements and to speak on behalf of the Corporation.
Section VIII.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.
Section VIII.07 Secretary. The Secretary shall attend all meetings of the Board and ensure that proceedings of meetings of the Corporation shall be maintained. The Secretary shall give, or cause to be given, notice of all meetings of the Board and the Annual Meeting of members and shall perform such other duties as may be prescribed by the President.
Section VIII.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. All property and records in the Treasurer’s possession shall be subject at all times to the inspection and control of the Board. The Treasurer shall prepare a thorough and accurate financial report for the Annual Meeting and shall perform other duties applicable to the office. The Treasurer shall be a member of the Finance Committee.
ARTICLE IX. EXECUTIVE DIRECTOR
Section IX.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 IX.02 Responsibilities. The Executive Director shall serve as the Chief Executive Officer of the Corporation and as a non-voting, ex-officio, member of the Board of Directors and shall be responsible for duties as outlined in the Operating Procedures.
ARTICLE X. MEETINGS OF THE BOARD OF DIRECTORS
Section X.01 Regular Meetings. Regular meetings of the Board shall be held at such times and with such frequency as the Board shall select. All meetings may be attended in person or electronically.
Section X.02 Special Meetings. Special Meetings of the Board may be called by the President or by any two (2) Board members. The person or persons calling a special meeting shall fix the time and place for holding such meeting. All meetings may be attended in person or electronically.
Section X.03 Notice. Notice of regular meetings of Board of Directors shall be given at least twenty (20) days in advance. Notice of all special meetings shall be given at least four (4) days prior to such meeting and shall include the purpose of said meeting. Notice of meeting may be delivered to the address of record by U. S. Mail, e-mail or other such method deemed sufficient to assure all concerned parties will receive notice in a timely manner. Delivery shall be deemed given on the day it is sent. Actual attendance at a meeting constitutes waiver of the required notice of meeting.
Section X.04 Quorum. A majority of the Board 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 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 X.05 Action Without a Meeting. Any action required to be taken at a meeting 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, e-mail or any similar written communication.
ARTICLE XI. COMMITTEES
XI.01 Designation. The Board may designate one or more committees to conduct the business and affairs of the Corporation to the extent authorized.
XI.02 Membership. Each Committee must consist of at least one (1) Board member and may include members and non-members as authorized by the Board. Committees may appoint additional members. The Board shall have the power to change the duties and membership of any committee, including the removal and appointment of members.
XI.03 Dissolution. The Board may dissolve any committee, with the exception of standing committees.
XI.04 Standing Committees. There shall be at all times a Nominating Committee and a Finance Committee.
XI.04.1 Finance Committee. There shall be at least three (3) members of Finance Committee, including the Treasurer. The Board shall appoint additional members.
XI.04.2 Nominating Committee. The Nominating Committee shall consist of three (3) members, one (1) of which is a Board member appointed by the Board and two (2) Non-Board members elected at the Annual Meeting. Non-Board members shall serve a term of two (2) years and may be reelected for one additional term. One member shall be elected each year.
ARTICLE XII. CONVOCATION
Section XII.01 Purpose. An international convocation is a primary occasion for the gathering of ICUUW members and friends for the purpose of setting goals and priorities and sharing accomplishments of the Corporation.
Section XII.02 Frequency. The Convocation shall meet from time to time as determined by the Board.
ARTICLE XIII. RESTRICTIONS AND REQUIREMENTS
Section XIII.01 Activities. The Corporation shall not have the power to engage, except to an insubstantial degree, in any activities that are not in furtherance of the purposes as set forth in these Bylaws.
Section XIII.02 Payments. 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.
Section XIII.03 Tax Exempt Status. 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 and related regulations, rulings, and procedures.
Section XIII.04 Activities. Regardless of any other provisions 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 in 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 distribution 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) 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.
(g) Carry on an unrelated trade or business except as a secondary purpose related to the Corporation’s primary exempt purposes.
ARTICLE XIV. DISSOLUTION
Section XIV.01 Dissolution. Upon 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).
ARTICLE XV. LIMITATION OF LIABILITY AND INDEMNIFICATION
Section XV.01 Liability. 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 statute of the State of Texas.
Section XV.02 Indemnification. The Corporation shall indemnify any person who is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a director or officer, committee member, or Executive Director of the Corporation, against expenses (including attorneys’ fees), liability, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding if such person [a] acted in good faith, [b] reasonably believed, in the case of conduct in their official capacity with the Corporation, that their conduct was in the best interests of the Corporation, and, in all other cases, that their conduct was at least not opposed to the best interests of the Corporation.
ARTICLE XVI. AMENDMENTS
Section XVI.01 These Bylaws may be amended by approval of at least two-thirds (2/3) of the sitting Board members.
Section XVI.02 Notice. Notice of intent to amend these Bylaws shall be provided to all Board members at least 45 days in advance of the vote.
CERTIFICATE OF SECRETARY
I hereby certify that I am the duly elected and acting Secretary of International Convocation of Unitarian Universalist Women, a Texas non-profit corporation, and that the foregoing Bylaws comprising eight (8) pages, including this certificate, constitute the Amended and Restated Bylaws of the Corporation as duly adopted by the Board of said Corporation on April 12, 2021.
IN WITNESS WHEREOF, I have hereunder subscribed my name this 17th day of April 2021.
Elgiva Dora Shullai
Secretary, International Convocation of Unitarian Universalist Women