CMwD ByLaws rev 2011
CMwD By-laws as approved at the District Annual Assembly on April 13, 2001, April 13, 2002, April 24, 2004, April 26, 2008 and April 29, 2011.
Central Midwest District of the
Unitarian Universalist Association
Section 1. The name of this organization is the Central Midwest District of the Unitarian Universalist Association (hereinafter referred to as the District).
Section 1. Purpose. The District shall work to support, enrich, and extend Unitarian Universalism in our area.
Section 2. Geographic Area. The general geographic areas comprising the District are that of Missouri and Wisconsin (except for their western portions), Illinois, northwestern Indiana, southwestern and the Upper Peninsula of Michigan.
Section 3. Cooperative Relationships. This District affirms the independence and autonomy of local churches, fellowships, societies and congregations (hereinafter all called congregations), and also affirms its cooperative relationship with the Unitarian Universalist Association (hereinafter called the UUA) and with other district groups.
Membership and Representation
Section 1. Member Congregations. All congregations recognized as active member congregations of the UUA according to the provisions of the UUA Bylaws, and located within the geographical area of the District, shall be member congregations of the District.
Section 2. Good Standing. A congregation is in good standing if it has made a financial contribution to the District in the preceding fiscal year of the District. An exception shall be made for the Church of the Larger Fellowship.
Section 3. Delegates.
(a) Member Delegates. Each congregation in good standing is entitled to be represented at each membership meeting by two or more delegates who are members of that congregation, as follows: two for 1-100 members and one for each additional 50 or fraction thereof. The number of members of a member congregation shall be determined from its most recent annual report to the UUA. The number of members of an active member congregation which is a federated church shall be determined by an exact count of self-identified UU members.
(b) Minister Delegates and Director of Religious Education Delegates. Each congregation in good standing is also entitled to be represented at each membership meeting by
(i) the ordained minister(s) in fellowship with the UUA serving that congregation,
(ii) any minister emeritus of that congregation in ministerial fellowship with the UUA designated as such by a vote at a meeting of the member congregation not less than six months prior to the District membership meeting, provided that the minister emeritus/emerita had been settled previously in that congregation; and
(iii) the Director of Religious Education employed in such congregation.
(c) Each delegate shall be entitled to one vote on all matters coming before the membership of the District. No person shall cast more than one vote. No delegate may vote by proxy.
Section 4. Tie-breaking. The presiding District officer will only cast a vote to break a tie in a floor vote at membership meetings.
Section 1. District Assembly. The annual meeting of the District shall be held at a time and place to be determined by the Board of Trustees (hereinafter called the Board) and normally shall be held in conjunction with the District Annual Assembly.
Section 2. Special Meetings. Special meetings of the district may be called by the Board at such times and places as the Board shall determine upon receipt of a written request signed by not less than six (6) member congregations in good standing. The District President shall call a special meeting of members at such time and place as he or she shall determine, with the consent of the board, except that such meeting shall be held within the District not more than sixty (60) days after the receipt of such request.
Section 3. Notice of Meetings.
(a) Notice of each annual or special meeting specifying the time and place thereof, the business to be conducted at such meeting, including the report of the Nominating Committee, shall be sent by the Secretary of the District to the minister and president of each member congregation not less than thirty (30) days prior to the date of such meeting. In the event the congregation has no minister, notice shall be sent to the president and one other officer of the congregation.
(b) Only business specified in the notice of meeting may be acted upon at such meeting, except that other business may be acted upon at an annual meeting with the consent of two-thirds (2/3) of the delegates present and voting.
(c) Notice of each annual meeting shall be accompanied by draft copies of the minutes of the preceding annual meeting and any intervening special meeting, reports of the committees of the Board, the current financial statement of the District, the Board approved budget for the succeeding fiscal year, and delegate credentials. Notice of any annual or special meeting shall include any proposed amendments to these Bylaws which have been submitted by the Board prior to the preparation of such notice.
Section 4. Quorum. Thirty (30) delegates representing not less than fifteen (15) member congregations shall constitute a quorum. The privilege of the floor shall be extended to all members of the Church of the Larger Fellowship in attendance at the meeting and, at the discretion of the chair, to others in attendance who are not delegates.
Section 5. How to bring business before a meeting. Those wishing to have business considered by the annual meeting that involve financial implications for the District must propose such business to the Board at least sixty (60) days before the annual meeting. Resolutions without financial implications for the District should be proposed to the Secretary in advance of the annual meeting. Consideration of resolutions without prior notice and discussion of said resolution shall last no more than 20 minutes combined, pending parliamentary procedure. The Chair or his or her designee may defer any decision on a resolution to the assemblage for a majority approval.
Officers and Trustees
Section 1. Officers. The officers of the District shall be a President, Vice-President, Secretary, and Treasurer. The term of all four officers shall be three (3) years each. The officers shall be elected as provided in these bylaws, and shall serve until their successors shall have been duly elected and qualified.
Section 2. Enumeration of the District Board. The Board of Trustees of the District shall consist of ten (10) voting members:
a) the four (4) elected officers of the District;
b) the UUA Trustee for the District;
c) a minister trustee;
d) a youth trustee;
e) three at-large trustees
All officers and trustees (except the UUA Trustee (4 years) and the youth trustee (2 years)) shall serve three (3) year terms. The terms will be staggered. No trustee or officer shall serve more than two consecutive terms.
Section 3. UUA Trustee. The District shall elect one representative to the Board of Trustees of the UUA who shall be known as the UUA Trustee. She or he shall serve for a term of four (4) years and until a successor is duly elected and qualified. The UUA Trustee shall be nominated by petition and elected in the manner prescribed by these bylaws for no more than 2 terms.
Section 4. Elections.
(a) All elections herein provided for shall be conducted by submitting ballots for this purpose to the member congregations not less than thirty (30) days prior to each annual meeting. Each ballot shall contain the names of nominees and the names of persons nominated by petition in accordance with these bylaws or otherwise be in a form prescribed by the Board. Each member congregation in good standing shall be sent as many ballots (each identified with the name of that congregation) as the number of delegates provided in these bylaws.
(b) Delegates may cast ballots by mail, absentee, by electronic transmission or in person at the annual meeting as specified in the notice of meeting. Only ballots received by the Secretary at or before the elections agenda item of each annual meeting shall be counted; and the Secretary shall announce the results of the balloting to the members before the conclusion of the annual meeting.
(c) If there are more than two duly nominated candidates for any position, the ballot shall be designed to permit the designation of first, second, third, etc., choice. If no candidate receives a majority of the first-choice votes cast, the candidate receiving the lowest first-choice vote shall be eliminated and the ballots cast for that candidate shall be redistributed in accordance with the second choice indicated thereon. This process shall be repeated until one candidate receives a majority of all votes cast or until only two candidates remain, at which time the candidate receiving the greater number of votes is elected.
(d) The Secretary of the District Board of Trustees will publish election policy and procedures at least 120 days in advance of a scheduled election. These procedures will include campaign spending limits, the amount of time for speeches, and what other resources (brochures, card table, signs) will be provided or allowed for at the District Assembly for election purposes.
(e) The ballot shall indicate whether a nominee has been submitted by the Nominating Committee, by the Board, or by petition. Nominations may not be made on the floor of the annual meeting.
Section 5. Nomination by petition.
(a) A person may be nominated for election as a member of the Board, or member of the Nominating Committee, or UUA Trustee by written petition(s) bearing at least 15 signatures, of not less than three (3) members in good standing from each of five member congregations, filed with the Secretary not less than ninety (90) days before the annual meeting at which the election is to be announced.
(b) Each person so nominated by petition shall be eligible for election except a person who is a member of the same member congregation as two other nominees for the same ballot or two board members whose term continues into the next year.
Section 6. Qualifications and limitations to office. Each elected member of the Board of Trustees and member of the Nominating Committee shall be a member in good standing of one of the member congregations of the District. Not more than two of the members of the Board of Trustees and elected members of the Nominating Committee serving at the same time shall be members of the same member congregation. No members of the Board of Trustees or elected member of the Nominating Committee shall serve in the same capacity more than twice in succession. No person shall simultaneously hold more than one office or trustee position.
Section 7. Term of office. All members of the Board of Trustees elected by the members’ meeting shall assume office immediately following the members’ meeting at which their election shall be announced. Each UUA Trustee shall assume office immediately following adjournment of the meeting of the General Assembly of the UUA which follows the annual meeting of the District at which the election shall have been announced.
Section 8. Vacancies. Vacancies on the Board of Trustees may be filled by the District Board until the next annual meeting of members at which time the vacancy shall be filled for the balance of the unexpired term of the previous incumbent in accordance with these bylaws.
Section 9. Removal from Office. Any individual trustee or officer may be removed from office for failure to fulfill his or her duties, or otherwise for cause by the action of a two-thirds (2/3rds) majority vote of the Board of Trustees, provided that the trustee or officer has received notice of the proposed removal and is given an opportunity to address the Board, either at the meeting or in writing.
Duties of Officers and Staff
Section 1. The President shall preside at all meetings of the Board and of the District Assembly. The President shall convene the initial meeting of the Nominating Committee, annually. The President shall foster fair, open deliberations, communicate with the Executive Staff, ensure that the agenda deals with the Board’s job and represent the District to the UUA, member congregations, and to the community at large.
Section 2. The Vice-President, in the absence or disability of the President, shall be vested with the powers of the President.
Section 3. The Secretary shall give notice of all meetings of this organization (with inclusions as specified) and of the Board, and shall keep a complete record of the proceedings of those meetings at the District Office.
Section 4. The Treasurer shall provide financial oversight of District Finances.
Section 5. Executive Staff. It is expected that the District and the UUA will jointly employ Executive Staff to further the purpose of the District and to supervise any other District Staff. This relationship is defined in Board Policy and with the mutual consent of the Executive Staff, the District Board, and the UUA.. The term “District Staff” means anyone who works for the CMwD-UUA District. “Executive Staff” means any staff jointly employed by the UUA and the District who serve in an executive capacity.
Powers, Duties and Meetings of Trustees
Section 1. Powers and Responsibilities.
(a) The District Board of Trustees shall have the responsibility for the general direction of the affairs of the District. The Board shall set policy, define strategic goals & priorities for its own operations, and for Executive Staff. The Board shall approve a proposed budget for the next fiscal year at the quarterly meeting prior to District Assembly.
(b) The Board shall ensure the fiscal integrity and stability of the District. The Board shall select, hire, and provide direction and resources for the Executive Staff and shall evaluate progress toward established goals, ends and limitations promoting or releasing the Executive Staff as it deems appropriate to the best interests of the District.
(c) The Board’s actions shall be subject to review and amendment at the District Annual Assembly. Without limitation upon the foregoing general statement, the Board shall be authorized to accept and receive grants, gifts, and bequests to the District upon the basis of recommendations of the annual meeting within the limitations of the projected receipts of the District and subject to adjustment on the basis of actual receipts.
Section 2. District Board Meetings. Meetings of the Board shall be held at least twice yearly. Notices shall be sent to members at least ten (10) days prior to the time of the meeting. Six (6) members of the Board shall constitute a quorum. The reasonable expenses of officers and trustees incurred in traveling to and from business meetings shall be paid by the District. Special meetings of the Board may be called by the President and must be called upon request of three (3) members of the Board.
Section 3. Board report to the Annual Assembly. A report of the actions of the Board shall be submitted by the Board President to the annual meeting of the District.
Section 4. District Resolutions to be brought to GA. Resolutions and items of business for the General Assembly of the UUA may be submitted by the Board on the District’s behalf, either on its own initiative or in response to petition by one or more member congregations.
Section 1. Board Committees. The Board may from time to time establish and appoint Board Committees for such terms and with such powers and duties as the Board shall deem necessary or desirable to carry out the duties of the Board. Board Committees are responsible to the Board. The Board shall appoint the chairs of such committees.
Section 2. Program Committees. Program Committees are responsible to the Executive Staff. Each Program Committee chair shall present a written report to the annual meeting on the committee’s activities at a time scheduled by the Board. The Board shall approve policies concerning Program Committees.
Section 3. Committee Chairs. No person shall serve as chair of more than one committee concurrently.
Section 4. Executive Committee. The Executive Committee shall consist of the four officers of the Board. This committee shall be authorized to act on behalf of the Board of Trustees in between meetings of the Board and assume such responsibilities as are assigned to it by the Board. The Executive Committee shall be empowered to act only by unanimous vote. A report on each meeting of the Executive Committee shall be mailed to all trustees within three (3) weeks of each meeting.
Special District Committees
Section 1. Nominating Committee
(a) A Nominating Committee shall consist of six(6) persons, one (1) of whom shall be “at large.” The committee shall elect its own chair at its initial annual meeting which shall be convened by the President of the District.
(b) The six members of the Nominating Committee shall serve a 3 year term. Two new members will be elected every year. The Board of Trustees will make necessary adjustments in consultation with the Nominating Committee, to develop a six person, two on and two off annual rotation. No member of the Nominating Committee may nominate any member of the Nominating Committee for the Board of Trustees.
(c) The Nominating Committee shall nominate for the district board a minister selected by the Unitarian Universalist Ministers Association Chapter of the District.
(d) The Nominating Committee shall nominate for the district board a youth selected by the youth of the Central Midwest District. “Youth” are those aged 14-20. The youth trustee shall have a two-year term.
(e) The Nominating Committee shall nominate one person for each trustee or officer position on the district board, except for the UUA trustee position. Their report shall be submitted to the Secretary not less than ninety (90) days prior to the annual meeting. The Secretary shall publish the report of the committee and distribute it to member congregations in good standing not less than sixty (60) days before the annual meeting.
(f) Nominating Committee consideration of diversity. In making nominations for members of the Board of Trustees, the Nominating Committee shall take into account the diversity of the District, and shall consider geography, size of home congregation, urban/suburban/rural location, and make-up of the current Board, in determining its nominees. The Nominating Committee will attempt to identify persons who are likely members for District committees.
Section 2. Appointed Committees. The following committees shall be appointed by the President in consultation with the Board on the schedule indicated:
a) A Committee on Credentials, appointed at least forty-five (45) days prior to the annual meeting, shall be responsible for the collection of credentials of delegates and the supervision of elections, as well as 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.
b) A Committee on the Minutes, consisting of at least three (3) persons representing different geographic areas and appointed prior to the annual meeting, shall review the minutes of the annual meeting within thirty (30) days and advise the Secretary of any additions or corrections.
Section 1. Headquarters. The headquarters of this organization shall be designated as the Central Midwest District Office.
Section 2. Fiscal Year. The fiscal year of this organization shall commence on July 1st and end on June 30th.
Section 3. Budget. The annual budget shall be supported by the Annual Fund of the UUA and from the income available to the District.
Section 4. Parliamentary procedure. When not inconsistent with law or these Bylaws, the parliamentary rule and usages set forth in the current edition of Robert’s Rules of Order (Newly Revised) shall govern all meetings of members and of the Board.
These bylaws 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 substance of the proposed change shall have been included in the notice of the meeting; and, that the amendments be proposed by the District Board or by petition bearing not less than three (3) signatures of members in good standing of at least five (5) member congregations in good standing of the District. As approved at the Central Midwest District Annual Assembly on April 13, 2001, April 13, 2002, April 24, 2004, April 26, 2008 and April 29, 2011.