BY-LAWS
of the
of
(Adopted April 2-3, 1965, Harrisburg, PA. Amended April 10-11, 1970, Cherry Hill, NJ; April 5-6, 1974, Annapolis, MD; April 11-12, 1975, Wilmington, DE; April 8, 1978, Baltimore, MD; April 11-12, 1986, Bethesda, MD; April 9, 1987, Wilmington, DE; April 8, 1989, Philadelphia, PA; April 7, 1990, Silver Spring, MD; April 9, 1994, Rockville, MD; April 15, 2000, Alexandria, VA; April 13, 2002, Timonium, MD.)
Section 1. The name of this organization shall be “The
Joseph Priestley District of the Unitarian Universalist Association, Inc.” It is a corporation of the State of
Delaware.
Section 1. The Purpose of the District shall be:
a.
to cultivate cooperative relationships
among the member societies, area associations, and their constituencies;
b.
to promote the religious life of these
societies and associations;
c.
to promote the establishment of new
societies;
d.
to assist member societies and
associations to carry on active and effective programs within their respective
communities; and
e.
to cooperate with the Unitarian
Universalist Association.
Section 1. Membership in this District shall be composed,
pursuant to Article XII of the By-Laws of the Unitarian Universalist
Association (hereinafter known as “the Association”) and actions and rules
adopted pursuant to Article XII, of local societies (churches and fellowships)
geographically within this District which are affiliated with the
Association. This District shall
include the areas served by its member societies, generally including Delaware,
Maryland, central and eastern Pennsylvania, southern New Jersey, northern
Virginia and the District of Columbia.
Section 2. By virtue of its membership in the
Association a society is automatically a member of this District and thereby
entitled to full participation in its duties and privileges. Its membership shall annually be deemed to
be the same as that certified to the Association.
Section 3. Each member society of this District is
entitled to be represented at each Annual Meeting and special meeting of the
District by the same number of delegates, who are members of such society, to
which the society was entitled at the immediate preceding General Assembly of
the Association, determined in accordance with the Association By-Laws, Article
IV, Section 4.8(a) as follows:
Membership of Member Society Member Delegates
1 – 100 2
101 – 150 3
151 – 200 4
201 – 250 5
251 – 300 6
301 – 350 7
351 – 400 8
401 – 450 9
451 – 500 10
over 500 10 plus one for each additional 50
or fraction thereof
Section 4. Each member society of the District is also
entitled to be represented at each Annual Meeting and special meeting of the
District by:
a.
the ordained minister or ministers in
ministerial fellowship with the Association who are settled in such society;
b.
any minister emeritus of such society in
ministerial fellowship with the Association;
c.
the Religious Education Director employed
by the society if (s)he is accredited by the Association.
Section 1. The Annual Meeting of this District shall be
held in the month of March or April at a time and place to be determined by the
Board of Directors.
Section 2. Special meetings may be called by the Board
of Directors, and shall be called by the President within sixty (60) days of
receipt of a written request of not fewer than twenty-four (24) members in good
standing of at least eight (8) member societies of this District.
Section 3. The Secretary shall send notice of any
meeting to the President, Secretary, and all settled ministers of each member
society not less than twenty-one (21) days prior to the time of the meeting.
Section 4. Twenty percent (20%) of the eligible
delegates representing not less than twenty-five percent (25%) of the member
societies shall constitute a quorum.
Section 5. The privilege of the floor shall be extended
at the discretion of the chair to those in attendance who are not voting
delegates.
Section 1. The Board of Directors and this District
shall consist of the following: four officers: a President, Vice-President,
Secretary and Treasurer; and six (6) members-at-large. The Association Trustee elected to represent
the District shall be ex-oficio a member without vote.
Section 2. The President, Vice-President, and three (3)
members-at-large shall be elected at the Annual Meeting held in even-numbered
years. The Secretary, Treasurer, and
three (3) members-at-large shall be elected at the Annual Meeting held in
odd-numbered years. They shall be
elected for a two (2) year term and may succeed themselves for one (1)
additional term only. They shall serve
on the Board for no more than six (6) consecutive years, nor in any one office
for more than two (2) consecutive full terms; except that the President may
serve a second consecutive full term even if that term extends beyond the six
year limit.
Section 3. All Officers and Board members elected at
the Annual Meeting shall assume office at the end of the meeting at which they
are elected.
Section 4. If any Board member or Officer is absent
from two consecutive regularly scheduled meetings of the Board or from three
meetings in the course of the year, that office may be declared vacant by
action of the Board of Directors. A
vacancy in any office, election to which is vested in the Annual Meeting, may
be filled by the Board of Directors until the next Annual Meeting. In addition, the Board of Directors may
appoint one or more Assistant Treasurers and Assistant Secretaries.
Section 1. The President shall be charged with the
responsibility of supervising the carrying out of the policies of the Board of
Directors, and shall preside at all meetings of the District and of the Board
of Directors, and shall appoint standing and other committees as the Board
deems necessary for carrying on the work of this District. These appointments shall stand, pending
approval by the Board of Directors.
Section 2. The Vice-President, in the absence or
disability of the President to serve, shall be vested with the powers of the President
and shall perform the duties of the President.
Section 3. The Secretary shall keep a complete record
of the proceedings of all meetings of this organization and of the Board of
Directors; shall give notice of all meetings of this organization and of the
Board of Directors; shall include in the call and notice of any Annual Meeting
(a) the proposed budget for the succeeding Fiscal Year, (b) the report of the
Nominating Committee, and (c) any proposed amendments to these By-Laws which
have been submitted by the Board of Directors; and shall advise individuals of
their election to office or appointment to any committee.
Section 4. The Treasurer and Assistant Treasurer, if
any, shall be bonded by the Board of Directors. The Treasurer, and in his/her absence an Assistant Treasurer
authorized by the Treasurer, shall receive monies collected under the authority
of this District and shall give receipts thereof, shall pay orders which shall
be duly drawn on the Treasurer by the Board of Directors, or by the President
with the authority of the Board of Directors; shall keep faithful accounts of
all transactions, which accounts shall be annually examined and certified by an
auditor chosen by the Board of Directors, and an abstract thereof, certified by
the auditor, shall be laid before the Annual Meeting by the President.
Section 5. The general direction of the affairs of this
District and the general powers necessary for exercising this direction,
together with powers to adopt all needful measures for promoting the interests
of this District, shall be vested in the Board of Directors, subject to review
by the Annual or special meetings.
Meetings of the Board shall be held at least three (3) times a year. Special meetings of the Board may be called
by the President, and must be called by the President within thirty (30) days
of receipt of written request of four (4) members of the Board. Notices shall be sent to members at least
ten (10) days prior to the time of the meeting. A majority of the voting members of the Board shall constitute a
quorum, and the traveling expenses of the members to and from business meetings
shall be paid by the District. A report
of the actions of the Board of Directors shall be submitted to the Annual
Meeting.
Section 6. Prior to each Annual Meeting, the Board of
Directors shall prepare for submission to the Annual Meeting a proposed annual
budget sufficient to permit the effective operation of the program and services
of the District to its member societies in the succeeding Fiscal Year. Copies of the proposed budget shall be
included in the call and notice of said Annual Meeting. In conjunction with the budget submission
the Board of Directors will recommend a fair share per individual member
contribution expected to be received from each member society.
Section 7. The Board of Directors shall be responsible
for the raising of funds required to meet the operating budget of the District;
and for the control of budget expenditures as authorized by the Annual Meeting
or a special meeting of the District.
The Board shall have the authority, consistent with the mission and
financial well-being of the District, to spend less than the authorized amount
in any budget category, to shift funds among categories, and to exceed the annual
budget by no more than five (5) percent.
In addition, the Board shall have the authority to exceed the annual
budget by the amount of unbudgeted grants and contributions that are received.
Section 8. The Board of Directors shall authorize
disbursements for the District by orders of the Treasurer or, in his/her
absence, by orders of an Assistant Treasurer authorized by the Treasurer.
Section 9. The Board of Directors shall appoint an
auditor whose duties it shall be to examine and audit the accounts of the
Treasurer and to report to the Annual Meeting their correctness.
Section 10. The Board of Directors shall have power to
employ personnel.
Section 11. The Board of Directors shall appoint
annually a Credentials Committee, as provided in Article VII, Section 2.
Section 12. The Board of Directors shall have the
authority to form affiliates with other districts for purposes of
inter-district organization and activity as it deems advisable. The Board shall have the authority to
appoint representatives to these inter-district organizations.
Section 1. A Nominating Committee of five (5) persons
shall be elected at each Annual Meeting.
The Nominating Committee shall present at least one nominee for each
office to be filled at the next Annual Meeting, and at least five (5) nominees
for the Nominating Committee, one of whom shall be a continuing member and
shall be designated as chair. The
report of the committee shall be submitted to the Secretary at least forty-five
(45) days prior to the Annual Meeting, and copies shall be included in the call
and notice of said Annual Meeting.
Additional nominations may be made by petition signed by not less than
five (5) legal members of not less than two (2) member societies of this District,
and filed with the Secretary prior to the opening of the Annual Meeting.
Section 2. At least six (6) months before the Annual
Meeting, the Board of Directors shall appoint a Credentials Committee which
shall be responsible for the collection of credentials of voting members and
the supervision of elections and balloting procedures at the Annual and special
meetings of the District, and which shall make such reports to each meeting as
the meeting or the Secretary may prescribe.
Section 1. All Officers and Directors shall be members
in good standing of one of the member societies of this District. No person shall simultaneously hold more
than one of the offices provided for in Article V, Section 1. Not more than two (2) Officers or Directors
shall be members of one member society.
Section 2. The Fiscal Year of this organization shall
be from July 1 to June 30.
Section 3. The annual budget shall be supported by
member societies and such funds as may be received from other sources. The proposed annual budget shall be
presented for adoption to the Annual Meeting.
Any change in the fair share per individual member contribution expected
to be received from each member society must be approved at the Annual Meeting
or at a special meeting.
Section 4. The rules of procedure for conduct of
meetings of the District shall be those rules contained in the current edition
of Robert’s Rules of Order except as otherwise provided in these
By-Laws or by special rules of order adopted by this District.
Section 5. Resolutions concerning the internal affairs
of the denomination, or any organization within the denomination, may be
proposed by the Board or by any member society, and may be acted upon at any
legally called delegate meeting of the District. Resolutions must be sent in writing by the proponent thereof to
the District Office at least thirty (30) days prior to the meeting at which
they are to be considered. The District
Office shall send copies of the Resolution to the President, Secretary and all
settled ministers of each member society at least twenty-one (21) days prior to
the meeting at which they are to be considered. Resolutions may be adopted by a two thirds (2/3) vote of the
delegates present and voting.
Section 1. These By-Laws may be amended by a two thirds
(2/3) vote of the delegates present and voting at any Annual or special
meeting, provided that the language of the proposed change shall have been
submitted in writing by the proponent thereof to the District Office at least
thirty (30) days before the date of the meeting at which such changes are to be
acted upon. The District Office shall
send copies of the proposed By-Law changes to the President, Secretary and all
settled ministers of each member society at least twenty-one (21) days prior to
the meeting at which they are to be acted upon.
Section 1. In the event that the Joseph Priestley
District of Unitarian Universalist Societies shall be dissolved or shall hold
no Annual Meetings of the delegates for a period of three years, the Treasurer
shall pay over and deliver such assets as may be the property of the District
to the Unitarian Universalist Association of Congregations, a corporation of the
Commonwealth of Massachusetts, or its successors or assigns. This transfer shall be made in full
compliance with any applicable laws.
TO
SERVE ON THE BOARD OF TRUSTEES OF THE
UNITARIAN
UNIVERSALIST ASSOCIATION
Section 1. A Trustee to serve on the Board of Trustees
of the Unitarian Universalist Association shall be elected by member societies
of the District in 1971 and every fourth year thereafter. The Trustee so elected shall take office at
the final adjournment of the regular General Assembly held in the year of the
election and shall serve for a term of four (4) years or until a successor is
elected and qualified.
Section 2. To be eligible to serve as a Trustee of the
Association, a person must be at the time of the election, and must remain
throughout the term of office, a legal member of a member society of the
District; and must satisfy any other requirements for the office specified in
the By-Laws of the Association.
Section 3. Not later than September 30 of the year
prior to that in which an election under this Article is required to be held,
the District Board shall designate the “date of election”, which shall be the
last date on which the ballots of the member societies will be received for
counting. The date of election shall be
(a) at least seven (7) days prior to the date on which the Annual Meeting of
the District is scheduled to be held, or (b) at least forty-five (45) days prior
to the announced date of the convening of the regular General Assembly,
whichever shall be earlier. In no event
may the election be held more than three hundred (300) days before the General
Assembly following which such Trustee is to take office. The District Board shall also designate the
address to which the ballots of the member societies must be sent. Ballots not received at the designated
address before the close of business on the date of election shall not be
counted.
Section 4. Nominations for Trustee of the Association
from this District shall be made as herein provided and not otherwise:
a.
At least one hundred twenty (120) days
prior to the date of the election, the Nominating Committee of the District
shall nominate one or more qualified persons and shall publish the names of such
nominees to the member societies.
b.
Additional nominations may be made by
member societies of the District acting by congregational vote at an annual or
special meeting. Any such nomination
shall be made by vote of one society and seconded by vote of another society,
and no society shall participate in making or seconding more than one such
nomination. To be effective, the
certifications by the societies making and seconding a nomination must be
received by the Secretary of the District at least sixty (60) days prior to the
date of the election.
c.
Additional nominations may also be made by
petition signed by twenty-five (25) or more legal members of member societies
of the District, provided that members of at least five (5) member societies
are included among the signers of the petition, and provided that no person may
sign a petition for more than one candidate.
To be effective, such a nomination petition must be received by the
Secretary of the District at least sixty (60) days prior to the date of the election.
Section 5. As soon as possible after the close of the
period for making nominations, the Secretary of the District shall prepare a
ballot on which shall appear the names of all persons duly nominated, showing
the society to which each nominee is a member.
One such ballot shall be sent to each member society of the
District. Neither the ballot nor any
other official publication distributed after the close of nominations shall
specify the manner in which any nominee was nominated.
Section 6. In the election of a Trustee of the
Association, each member society shall be entitled to cast a number of votes
equal to the number of member delegates to which it is entitled, under Article
IV, Section 4.8(a) of the By-Laws of the Association. Societies shall cast their votes for Trustee in accordance with
the following procedure:
a.
Unless the society has determined
otherwise in accordance with the procedures of this paragraph, the votes
allotted to each society shall be divided among the candidates for Trustee in
the same proportion (calculated to two decimal places) as the individual votes
cast at the society’s election meeting (pursuant to paragraph b of this
section). At least one hundred twenty
(120) days prior to the date of election, a society may notify the District
Board that it has determined, in accordance with its own procedures, that its
allotted votes will not be divided, or will be divided in a manner other than
the proportional method specified above.
If societies whose allotted votes in the aggregate equal one sixth (1/6)
or more of the total number of votes allotted to all societies in the District
thus determine that their allotted votes will not be divided, or will be
divided in a manner other than the proportional method specified above, the
District Board shall so notify all the societies in the District, and every
other society shall then retain the option to determine whether and how its
vote shall be divided, said option to be exercised at any time up to
immediately prior to the vote on candidates at the society’s election
meeting. Otherwise, only those
societies which have so notified the District Board one hundred twenty (120)
days prior to the date of election shall divide their allotted votes otherwise
than in proportion to the individual votes cast at their election meetings.
b.
Each society shall vote for candidates at
a congregational meeting at which a quorum is present, as defined in its own
By-Laws or Rules. The meeting shall be
held subsequent to the distribution of ballots by the Secretary, but prior to
or on the date of election. The names
of the duly nominated candidates shall be presented to the meeting, and the
vote shall be taken by written ballot or by show of hands, as each society
shall determine.
c.
The Secretary, Clerk, or other principal
officer of each society shall then fill in and certify the official ballot of
the society, showing (1) the number of legal members at the meeting and that
this constitutes a quorum; (2) the number of votes cast at the meeting for each
candidate; and (3), if the society has determined in accordance with paragraph
(a) to divide its allotted votes otherwise than in proportion to the individual
votes cast at the meeting, the number of its allotted votes to be cast for each
candidate.
d.
The Tellers Committee shall meet to count
the votes of the member societies after the close of business on the date of
election, or at some subsequent time prior to or during the Annual Meeting of
the District.
e.
Upon opening the ballot of each society,
the Tellers Committee shall first ascertain that the requirements of this
section have been complied with, and shall then divide the number of votes
which the society is entitled to cast in the proportional manner specified in
paragraph (a) of this section, or as otherwise determined by the society in
accordance with said paragraph.
f.
The candidate receiving the greatest
number of votes cast by societies shall be declared elected. In the event of a tie, the District Board
presiding during the tenure of the election shall elect one of the two or more
candidates tied for first place in votes cast by societies.
g.
The Tellers Committee shall certify the
results of the election to the District Board.
After considering and resolving any complaints or contests, the District
Board shall direct the Secretary of the District (or, in the absence or
inability to act of the Secretary, some other principal officer of the
District) to certify the election of the Trustee to the Secretary of the
Association, as required by the By-Laws and Rules of the Association.
Section 7. The Tellers Committee shall consist of at
least three (3) persons appointed by the District Board, which shall also
designate one of those persons as Head Teller.
In addition, each duly nominated candidate for the office of Trustee
shall have the option of naming a member of the Tellers Committee.
Section 8. The District Board shall adopt rules to
carry out the purpose and intent of this article, and to regulate the campaign
activities of candidates for Trustee and their supporters. Such rules shall be adopted not later than
September 30 of the year prior to that in which an election under this article
is to be held, and may be amended after that date, with respect to the current
election, only by a three fourths (3/4) vote of the members of the District
Board present and voting on a duly called meeting thereof. The rules shall govern such matters as
individual and joint appearances of candidates before member societies, the
types and cost of campaign literature which may be mailed or otherwise
distributed, and other similar matters.
Section 9. To implement and interpret the rules, and to
supervise the election campaign, the District Board shall appoint an Election
Supervision Committee of not less than three (3) nor more than five (5)
persons, after consultation with the duly nominated candidates or their
designated representatives. The members
of the Committee shall be chosen for their experience and impartiality, and
also to be as representative as possible of the different geographical areas
within the District and of the different types and sizes of member
societies. No member of the committee
shall publicly endorse or in any way take part in the campaign of any
candidate.
Section 10. In the event the office of Trustee of the
Association from this District becomes vacant, the vacancy shall initially be
filled by appointment by the Board of Directors of the District until such time
as a special election to fill the vacancy shall be held. A special election shall be held within one
year from the date of vacancy if the vacancy occurs at a time when more than
two (2) years remain of the term of office of the Trustee, and may be held if a
lesser portion of the term of office remains, if the District Board considers
such a special election feasible and warranted by the circumstances. The procedures for the special election
shall be the same as those specified in this article for a regular election,
except that the “date of election” shall be whatever date is so designated by
the District Board, provided such date is designated at least one hundred fifty
(150) days in advance. A Trustee
elected to fill a vacancy shall take office immediately upon certification of
the results of the special election by the Secretary of the District to the
Secretary of the Association, and shall serve for the remainder of the term of
office of the Trustee originally elected in regular course.
Section 11. The Association Trustee shall carry out the
duties and responsibilities of Association Trustee, as set forth in the
Association Constitution and By-Laws, to the best of his/her abilities. The Trustee shall act as an autonomous
officer in the District and shall be responsible to the District by
communicating to the Board and societies the actions and activities of the
Association Board in ways which are most feasible within whatever limits the
budget dictates.