Bylaws of the Unitarian Universalist Humanist Association
ADOPTED AT THE UUA GENERAL ASSEMBLY 2014 PROVIDENCE, RI
The Unitarian Universalist Humanist Association (“UUHA” or “Association”) is a non-profit corporation organized under the laws of the State of Illinois and recognized as tax exempt under Section 501 (c) (3) of the Internal Revenue Code of the United States.
The name of the organization shall be “Unitarian Universalist Humanist Association, NFP;” formerly called “HUUmanist Association” (2001 - 2014), “Friends of Religious Humanism” (1996 - 2001), or “Fellowship of Religious Humanists” (1962 – 1996).
Section 1: Membership
- Membership in the UUHA is open to all Humanists who are in substantial agreement with the Unitarian Universalist Humanist philosophy and the positions and policies adopted by the Association, and who support the UUHA’s mission and programs.
- Membership is subject to continued acceptance by the Board of Directors of the Association (“Board”).
- The Board shall establish membership dues. Members in good standing are those whose dues are paid current or who have been deemed by the Board to have otherwise satisfied their dues requirement.
- Only members in good standing shall have the right to vote on Association business or in Association elections.
Section 2: Termination of Membership
Membership shall be automatically terminated by death or by nonpayment of dues, and may be terminated by written resignation or in accordance with procedures established by the Board.
Article III-Membership Meetings
Section 1: Annual Meeting
A meeting of the members of the Association shall be held annually. The Board shall set the place and date of the meeting and the Secretary shall notify members at least thirty (30) days prior to each meeting.
Section 2: Voting
Votes may be cast either in person or by proxy ballot. Proxy ballots will be sent to all members of the Association to be used by those who will not be attending the annual meeting of the Association.
Section 3: Quorum
Twenty members in good standing or 10% of the membership, whichever is larger, shall constitute a quorum. Submitted proxy ballots may be included in the quorum determination.
Section 4: Agenda
The agenda for membership meetings shall be established by the President and published by the Secretary after inviting suggestions from the Board and the membership, subject to the will of the members assembled at a valid meeting.
Section 5: Parliamentary Procedure
The membership meeting of the Association shall be conducted in accordance with Robert’s Rules of Order (current revised edition) except where otherwise prescribed in these Bylaws or in policies or regulations adopted by the Board.
Section 6: Action
- An affirmative vote of two-thirds (2/3) of those members in attendance at a valid meeting shall serve as a mandate to the Board to either adopt the measure at its next meeting or to submit it to a mail vote of the entire regular membership for decision by a majority of those voting thereon.
- The affirmative vote of a simple majority requires only that the Board consider the measure at its next meeting.
Article IV-Board of Directors
Section 1. Powers and Responsibilities
- The Board shall govern the Association and establish its policies on behalf of the membership and, with the advice and opportunity for participation of the membership, shall determine the purpose of the Association.
- The members of the Board shall serve in a fiduciary capacity and shall not in any instance act against the best interests of the Association or place the interests of self or any other organization above the best interests of the Association. Each member is expected to act prudently, providing attention and concern in all actions, and to adhere to the laws of the land and the rules and regulations of the UUHA.
Section 2. Membership
- The Voting Members of the Board of Directors shall consist of the President, the Vice President, the Secretary, the Treasurer, and six Directors at Large. The officers and Directors at Large shall be elected by and from the membership of the Association, Other nonvoting members may be appointed by the Board from the membership for one-year terms.
- The Executive Director of the Association, the immediate past president, and the editor of the Association’s Journal. shall be ex officio, nonvoting members of the Board.
Section 3. Terms of Office
- Officers of the Board shall serve for terms of two years, with the Vice President and Treasurer elected in odd years, and the President and Secretary elected in even years.
- Members-at-Large of the Board shall serve for terms of three years, two to be elected each year.
Section 4. Vacancies
- Vacancies among Directors and Officers shall be filled by the Board until the next election.
- Upon the failure of any Voting Member of the board to attend three (3) consecutive regular Board meetings, the Board must affirmatively vote to retain the Member. Otherwise, immediately following the call to order of the third meeting, the seat of such Member shall be deemed vacant.
- A Voting Member may be removed from office upon 2/3 vote of the entire Board when the continued tenure of that Member is deemed contrary to the best interests of the Association.
Section 5. Board Meetings
- The Board shall meet regularly at least three times each year at a time and place determined by the Board. These meetings may be conducted via telephonic or electronic conference with the prior agreement of a majority of Voting Members.
- The agenda for regular meetings of the Board shall be established by the President after requesting agenda items from the Voting Members.
- Six (6) voting Members of the Board shall constitute a quorum.
- All Board meetings, except executive sessions and telephonic or electronic conferences, shall be open to all members of the Association in good standing.
Section 6. Action
- Except as otherwise prescribed by law, the Articles of Incorporation, or these Bylaws, the act of a majority of the Voting Members present in a meeting having a quorum, shall be an act of the Board.
- The Voting Members shall, whenever possible, reach decisions by consensus in a manner consistent with these Bylaws and other policies established by the Board.
- Should the Voting Members not be able to reach consensus, and in matters not addressed by these Bylaws or other policies established by the Board, Robert’s Rules of Order (current revised edition) shall prevail.
Section 7. Interim Referenda
For any issue deemed by the President to require board action between meetings, said issue may be clearly set forth in writing to each Voting Member at least ten (10) days prior to a vote, which may be taken by postal mail, electronic mail, telephone conference, facsimile, or other media.
Section 8. Executive Committee
- The Executive Committee shall consist of the President, the Vice-President, the Secretary, and the Treasurer.
- The Executive Director shall be an ex officio, nonvoting member of the Executive Committee.
- The President may appoint additional, non-voting members of the Executive Committee.
- Except for the power to amend the Articles of Incorporation and Bylaws of the Association, the Executive Committee shall, when acting unanimously, have all the powers and authority of the Board in the intervals between meetings, subject to ratification of the Board at its next meeting.
- Three (3) members of the Executive Committee shall constitute a quorum.
- Any member of the Executive Committee may bring an issue to a vote between meetings of the Board by clearly setting forth said issue in writing to each member of the Executive Committee ten (10) days prior to a vote which may be taken by postal mail, electronic mail, telephone conference, facsimile, or other media.
Section 9. Indemnification
The Association, to the extent of its assets, shall defend, indemnify, and hold harmless Directors of the Association from any loss incurred as a result of acts performed in the regular course of attending in good faith to his or her office on behalf of the Association.
Section 10. Conflict of Interest Policy
- No member of the Board of Directors shall participate in any discussion or vote on any matter in which he or she or a member of his or her immediate family has potential conflict of interest due to having material economic involvement regarding the matter being discussed. When such a situation presents itself, the director must announce his or her potential conflict, disqualify him or herself, and be excused from the meeting until discussion is over on the matter involved. The chair the meeting is expected to make inquiry if such conflict appears to exist and the board member has not made it known.
- As part of the annual board meeting that approves the coming year’s budget, the chair of that meeting will call for board members to announce any possible conflicts of interest. If, after hearing members’ responses and after making further inquiry as warranted by the circumstances, the governing board or committee later determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
- No immediate relatives of any employee or Board member shall be employed by the Unitarian Universalist Humanist Association as long as the original employee or Board member remains with the organization. Exceptions to this policy without Board involvement include interns and project employees hired for short periods. An exception may also be made without Board approval if two employees should become relatives while working for the Unitarian Universalist Humanist Association.
Article V-Officers and Employees
Section 1. Officers
The Officers of the Association shall be the President, Vice-President, Secretary, and Treasurer, each elected by the membership for two (2) year terms and serving until their successors are elected, and the Executive Director.
Section 2. President
The President shall preside at meetings of the membership and Board, and shall perform such other duties as are usually incident to the office of President or as may be assigned by the Board of Directors. In accord with the established written and understood policies and positions of the Association and Humanism, the President shall speak, directly or indirectly, for and on behalf of the Association, and may commit the Association to the positions, declarations, or activities of others.
Section 3. Vice-President
The Vice-President shall serve as President whenever the President cannot perform the duties of that office and shall perform such other duties as may be assigned by the President or the Board.
Section 4. Secretary
The Secretary shall provide for the safekeeping of the corporate records of the Association; be responsible for keeping minutes of the proceedings; assure timely notice of Board and membership meetings; record and report all agenda and referenda; and be principally responsible to assure the performance of such other duties as are usually incident to the office of Secretary or that may be assigned by the President or Board.
Section 5. Treasurer
The Treasurer shall chair the Finance Committee and assist in and oversee the preparation of a detailed annual budget. He or she shall report to the Board and membership, if necessary, any substantial departure from the approved budget or from established policies of the Association, assure continued development and implementation of fundraising strategies, ensure that staff provides financial information and disclosures to regulatory authorities, members and the general public, and oversee periodic audits of all books and records of the Association. He or she shall also be principally responsible to assure the performance of such other duties as are usually incident to the office of Treasurer or that may be assigned by the President or Board.
Section 6. Executive Director
- The Executive Director reports to the President, is accountable to the Board, and responsible for the performance of the Association within the directives, policies, and budgets established by the Board.
- The President shall present for the approval of the Board any request to appoint or terminate the Executive Director, except on an interim basis. The President shall be responsible for the supervision of the Executive Director, and may determine and adjust the terms of employment subject to approval by the Board.
- The Executive Director shall be responsible for the appointment, termination, the terms of employment, and supervision of all staff.
- The Executive Director shall advise, make recommendations to, and assist the Board in formulating policies; implement Board policies and directives; oversee the daily management of the Association; and represent the Association to the public.
- In accord with the established written and understood policies and positions of the Association and Humanism and, whenever possible, in consultation with the President or an available member of the Executive Committee, the Executive Director may speak for and on behalf of the Association and may commit the Association to the positions, declarations, or activities of others.
Section 7. Limitation on Employees
No paid employees of the Association may be elected to the Board or serve on the Nomination Committee during their employment or for a period of one (1) year thereafter.
Article VI: Elections
Section 1. Elections
There shall be an election of Officers and Directors at the annual meeting of the membership each year. Section 2. Nomination and Election Committees
A Nomination Committee of five (5) Association members shall be appointed annually by the Board.
Section 3. Nominations
- The Nomination Committee shall solicit candidates to serve as Directors after requesting nominations from the Board and membership of the Association.
- The Nomination Committee shall take care that it submits a slate of candidates that is reasonably representative of the membership.
- The Nomination Committee shall publish its nominations to the members of the Association.
Section 4. Eligibility
An eligible nominee is any person, age eighteen (18) or older, who, at the time of the nomination, is a regular member of the Association in good standing.
Section 6. Balloting
- Two individuals from the membership shall be appointed as Tellers by the Nominating Committee to count all valid ballots, declare the winners, and inform the Secretary. The Secretary shall assure publication of election results to the Board and the membership.
- The election of Directors shall be by plurality of valid votes cast.
- When, in addition to the regular seats on the Board, there are unexpired terms of Directors to be filled, those receiving the highest number of votes shall be elected to the longest terms; those receiving the next higher number of votes shall be elected to the progressively shorter unexpired terms.
Section 7. Assumption of Office
Newly elected Voting Members of the Board shall assume their duties the first day of July following their election.
Article VII: Committees
Section 1. Appointment
- Except as otherwise provided in these Bylaws, the President shall appoint and may remove, with the advice and consent of the Board, the Chair of any committee, council, panel, commission, task force, or similar body.
- Unless otherwise provided for in these Bylaws or specified by the Board, the Chair, with the advice and consent of the President, shall determine the size and select the members of his or her committee.
Section 2. Standing Committees
In addition to those provided elsewhere in these Bylaws, the Standing Committees of the Association shall be:
- Finance Committee, consisting of the Executive Committee chaired by the Treasurer, to assist the Board in preparing and monitoring its budget, to oversee the management of the assets of the Association, and to oversee fundraising efforts for the Association.
- Review Committee, consisting of the Executive Committee chaired by the President, to continuously review and annually evaluate the performance of the Executive Director in comparison to a set of prioritized goals, which goals shall be aligned with the Association’s goals as set forth in the written Strategic Plan. The annual performance appraisal of the Executive Director shall be conducted using input from the Board, UUHA staff, and other stakeholders and experts as deemed appropriate by the Committee, with the results of such review and the current list of prioritized goals for the Executive Director presented to the Board for ratification.
- Office of the Publisher, to oversee the direction and policies of UUHA publications in accord with its Charter established by the Board.
Article VIII: Affiliates
Organizations that agree and identify with the mission of the UUHA, and whose aims and activities are compatible with those of the Association, may be Affiliates of the Association upon application for and issuance of a Certificate of Affiliation by the Board.
Article IX: Management of Assets
No one may obligate the Association, financially or otherwise, except by prior authorization of the Board, it’s Executive Committee, or the President.
Termination of the Association
If and when the Association is dissolved or otherwise terminated, its assets shall be distributed only to Humanist and/or Unitarian Universalist organizations that are recognized by the Internal Revenue Service as tax-exempt under § 501(c)(3) of the tax code of the United States
Article X: Regulations
The Board may establish regulations, policies, or procedures to carry out the purpose of the Association consistent with the Articles of Incorporation and these Bylaws.
Article XI: Adoption and Amendment
- These Bylaws were adopted by a two-thirds majority of the Voting Members of the Board voting on April 28, 2014, in telephone conference, and supersedes all previous Bylaws.
- These Bylaws may be amended by a two-thirds majority of the Voting Members of the Association present and voting at a meeting having a quorum, provided that the amendment is submitted in writing and placed on the agenda at least 30 days prior to the meeting.
Originally signed and attested to by: Neil Gerdes, Secretary, and John B. Hooper, President Last Amended: April 28, 2014