The name of this organization shall be Unitarian Universalists for Social Justice (hereafter UUSJ).

 

 

            The purpose of UUSJ shall be to encourage and promote the principles of human dignity, justice and compassion through service to the communities of the Baltimore-Washington-Northern Virginia region. Its goal is sustainable change in the communities served and spiritual growth within Unitarian Universalist congregations. To this end, it shall encourage its members, in partnership and interfaith cooperation with other religious denominations, to engage in community development and education in areas of urban concern.

 

It shall also be the purpose of UUSJ to increase the resources available for social justice programs in the Baltimore-Washington-Northern Virginia region, increase the number of congregations and their members, including the youth, in social justice work, generate grass-roots dialogue on and congregational support for, selected social justice issues that reflect Unitarian Universalist principles and values and further the purposes of UUSJ.

 

Article III - Religious Affiliation

 

            UUSJ is a Unitarian Universalist organization committed to the principles of the Unitarian Universalist Association.

 

Article IV - Membership

 

Section 4.1 - Categories       

Membership in UUSJ is open to all Unitarian Universalist congregations, Unitarian Universalist associated non-profit agencies, and other organizations and individuals that sympathize with its purpose and programs. There are three categories of membership: Organizational Members, Affiliate Organizational Members, and Individual Members. 

 

            Organizational Members shall be those organizations that elect to be such and contribute such dues and/or meet such other criteria, as the Board may set from time to time for such organizational membership. An organizational member congregation, agency, or organization shall be entitled to a seat on the Board of Trustees.

 

            Affiliate Organizational Membersshall be those organizations that contribute such minimum dues, if any, and/or meet such other criteria as the Board may set from time to time for such affiliate organizational membership. An affiliate organizational member congregation, agency or organization shall not be entitled to a seat on the Board of Trustees, but may designate a representative to attend Board of Trustees meetings and to be heard on issues before the Board.

 

            Individual membership in UUSJ may be made available to individuals who elect to be associated with Unitarian Universalists for Social Justice and participate in its activities and meetings. Individual members shall meet such criteria as the Board may set from time to time for such membership. Individual membership does not convey voting representation on the Board of Trustees, but shall include the right to attend Board of Trustees meetings and to be heard on issues before the Board.

 

Article V - Board of Trustees

 

Section 5.1 - Powers and Duties

            The Board of Trustees shall have all of the powers ordinarily and legally required or permitted by non-profit governing boards, including, without limitation, the following powers to:

 

a. Determine and review periodically the purposes and the mission of the Organization.

 

b. Appoint the Executive Director who shall supervise the staff of the Organization. The Executive Director, who shall be a Unitarian Universalist, shall be selected in accordance with a process and other requirements and conditions set by the Board.

 

c. Oversee and approve the budget of the Organization.

 

d. Give final approval for membership to organizations proposed by the Executive Committee, and terminate membership for cause.

 

e. Appoint such committees or subcommittees, as they deem necessary or appropriate, to carry out the purposes of Unitarian Universalists for Social Justice.

 

Section 5.2 - Composition

The Board of Trustees shall consist of no fewer than nine (9) members, one of whom shall be the Executive Director.   Each organizational member may designate a representative to serve as a trustee, as provided in Article IV above.

 

Section 5.3 - Terms of Office

The term of trustees shall be three (3) years (except as indicated in Section 5.4 below), renewable for two additional three (3) year terms. These trustees shall be divided into three (3) classes, each class to consist of trustees whose terms expire in a given year. No trustee may serve more than three (3) consecutive terms without being off the Board for at least one (1) year. Board terms shall commence on July 1 and expire on June 30. The Executive Director shall serve on the Board as a non-voting member so long as s/he shall hold said position.

 

            If a vacancy occurs on the Board, through resignation, abandonment, or other means, the Chair, or the Chair’s designee, shall contact an appropriate representative of the sending institution to advise of the vacancy and to encourage the timely appointment of a replacement. The method of replacement shall be at the discretion of the sending organization. For members appointed as replacements, the initial term of office will be three (3) years plus the period from the date of appointment until the following June 30. 

            A position on the Board may be deemed “abandoned” if the member misses three regularly scheduled consecutive meetings of the Board. An officer of the Board or a member of the Executive Committee may also be deemed to have abandoned their position if they miss three regularly scheduled consecutive meetings of the Board and/or the Executive Committee. In all cases, the cause of absenteeism and the involvement of the board member in UUSJ activities over and above attendance at meetings will be taken into consideration.

 

Section 5.5 - Board Meetings

            The Board shall meet at least four times a year. The Executive Director, the Chair, or the Secretary at the request of five (5) trustees may call additional Board meetings. Notice of all meetings shall be mailed or e-mailed to the last known postal or e-mail address, or otherwise given to all organizational, affiliate organizational, and individual members, and to all trustees, at least ten (10) days in advance of the meeting.  Meetings may be held telephonically or by other virtual means at the discretion of the Co-chairs. 

 

 

Section 5.6 - Quorum

            When the Board of Trustees consists of an even number of persons, the quorum shall be 50 percent plus 1; when odd, the quorum shall be 50 percent rounded up to the next whole person. Any trustee may hold the written proxy of one or more other trustees. The holder of a proxy is entitled to vote on behalf of the absent trustee. Such proxies shall be recorded as members present in determining the quorum. 

 

 

Section 6.1 - Officers

            The Officers of the Organization are the Co-Chairs, the Treasurer and the Secretary. All officers must be trustees. All officers shall represent the Organization on appropriate occasions and perform all duties incident to the office and such other duties as may be requested by the Board or the Executive Director from time to time 

 

            The Co-Chairs of the Board of Trustees shall preside at all meetings of the Board and serve as Chair of the Executive Committee. The Co-Chairs shall perform all duties incident to such office and all acts for the Organization not delegated to others.

 

            The Treasurer shall be a member of the Finance Committee. S/he shall be responsible for carrying out the mandates of the Board of Trustees in overseeing the financial resources of the Organization.

 

            The Secretary shall be the custodian of the Organization's corporate seal, shall keep a correct record of all proceedings of the Board, and shall perform such other duties as usually pertain to such office. The Secretary shall give proper notice of all meetings of the Board of Trustees and shall keep a record of the appointment of all committees of the Board.

 

Section 6.5 - Election

            The officers shall be elected by the trustees at a meeting held in the last quarter of the Organization’s fiscal year. The terms for all the officers shall be two (2) years and until successors are elected. However, no one shall serve more than two (2) consecutive two (2) year terms as an officer of the Board, regardless of the office held. Periods served on a temporary appointment to any of these offices in accordance with Section 8.4 below will be in addition to these elected terms.

 

 

Section 7.1 - Establishment of Committees

            All committees of the Organization shall be created as either Standing Committees or Special Committees. Standing Committees shall be established under these Bylaws. Special Committees shall be created from time to time by the Board, which committees, once established, shall cease to exist once the purpose for which they were formed has been accomplished, unless specifically extended by the Board. Any three (3) or more people wishing to compose a new committee may petition to the Board.

 

Section 7.2 - Standing Committees

            The following Standing Committees are established: The Executive Committee, the Finance Committee, the Nominating Committee and the Development Committee. If a standing committee other than the Executive Committee lacks sufficient membership or otherwise fails to perform its functions, the Executive Committee may act in its place.

 

 

Section 8.1 - Membership

            The voting members of the Executive Committee shall consist of the Co-chairs, the Treasurer, the Secretary, and one at-large member, who shall be a trustee. The Executive Director shall be a non-voting member of the Executive Committee. The Co-Chairs of the Board of Trustees shall be the Co-Chairs of the Executive Committee. No person shall serve more than two (2) consecutive two (2) year terms as a member of the Executive Committee. Periods served on a temporary appointment to the Executive Committee in accordance with Section 8.4 below will be in addition to these elected terms.

 

Section 8.2 - Duties

            Except as otherwise provided by applicable law, theExecutive Committee shall have the power to act for the Board and to carry on the business of the Organization in the interval between the meetings of the Board, such acts to be subject to the approval of the Board. The proceedings of the committee shall be promptly presented to the Board for approval.

 

Section 8.3 - Meetings

            Regular meetings of the Executive Committee shall be held at such times as may be fixed by the committee, and special meetings may be called by the Co-Chairs at any time. Meetings may be held telephonically or by other virtual means at the discretion of the Co-chairs. When the Executive Committee consists of an even number of persons, the quorum shall be 50 percent plus 1; when odd, the quorum shall be 50 percent rounded up to the next whole person. 

 

            Vacancies on the Executive Committee, including vacancies among the Officers of the Board of Trustees, may be filled temporarily from among members of the Board of Trustees by action of the Executive Committee. Such temporary appointments shall be effective until such time as the Nominating Committee can act as provided for in Section 10.2 of these by-laws. 

 

 

Section 9.1 - Membership

            The Finance Committee shall consist of not fewer than three (3) trustees and the Treasurer. The Treasurer shall serve as a non-voting member of the Finance Committee.

 

Section 9.2 - Duties

            The Finance Committee shall recommend to the Board policy for effective and efficient management of the Organization. It shall review, evaluate and make recommendations to the Board with respect all business functions of the Organization including, but not limited to, budget, business records and systems, business planning, and auxiliary enterprises.

 

Article X  - The Nominating Committee

Section 10. 1 - Membership 

The Nominating Committee shall consist of no fewer than three (3) trustees nominated annually by the Nominating Committee, in consultation with the Officers of the Board and Executive Director of the Organization, and elected by the Board.

 

Section 10.2 - Duties

The Nominating Committee shall nominate candidates for officers of the Board of Trustees, for at-large membership on the Executive Committee and members of all standing committees.  

 

Section 11.1 - Membership 

The Development Committee shall consist of no fewer than three (3) trustees nominated annually by the Nominating Committee, in consultation with the Officers of the Board and Executive Director of the Organization, and elected by the Board.

 

The Development Committee shall be responsible to the Board for recommending fund raising policies and programs in support of objectives established by the Board of Trustees to carry out the work of UUSJ. 

 

 

 

            The fiscal year of the Organization shall commence on the first day of July and terminate on the thirtieth day of June of the succeeding year.

 

 

 

Article XIII - Dissolution

 

            In the event of dissolution of the Organization, all of its assets, net of any claims or encumbrances upon them, shall be conveyed to the Unitarian Universalist Association and the Board of Trustees of the Organization shall perform all actions necessary or appropriate to effectuate such conveyance.

 

Article XIV - Adoption of Bylaws

 

            The initial adoption of these Bylaws shall be by majority vote of those persons attending a meeting called and held for such purpose without regard to any voting qualifications or requirements provided for in these Bylaws.

 

Article XV - Amendments

 

            These Bylaws may be amended at any regular or special meeting of the Board of Trustees at which a quorum is present by the favorable vote of a majority of the Trustees in attendance, provided that notice of such amendment shall have been given in the notice of the meeting.

 

Article XVI - Miscellaneous

 

Section 16.1 - Indemnification

            The Trustees and officers of Unitarian Universalists for Social Justice shall not be personally liable for any debt, liability or obligation of the Organization. No trustee shall be personally liable to Unitarian Universalists for Social Justice or its members for monetary damages for breach of fiduciary duty as a trustee notwithstanding any provision of law imposing such liability, except for such trustee's gross negligence or willful or knowing criminal misconduct.

            Unitarian Universalists for Social Justice shall, to the extent legally permissible, indemnify any of its Trustees or officers (including persons who serve at its requests as members, trustees, directors or officers, employees or agents of any corporation, partnership, joint venture, trust, enterprise committee or another organization in or with which Unitarian Universalists for Social Justice has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and legal fees, actually and reasonably incurred by him/her in connection with the defense or disposition of any action, suit or other proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Organization) in which s/he may be or may have been involved or with which s/he may be threatened, while in office or thereafter, by reason of his/her being or having been such a Trustee or officer, except with respect to any matter as to which s/he shall have been adjudicated, in any proceeding, not to have acted in good faith and in a manner s/he reasonably believed was in, or not opposed to, the best interest of Unitarian Universalists for Social Justice, and, in a criminal matter, had no reasonable cause to believe his/her conduct was unlawful.

 

            A budget for each fiscal year shall be prepared by the Finance Committee in consultation with the Executive Director and submitted to the Board of Trustees for action at a meeting preceding the year for which appropriations are to be made. Appropriations for any purposes shall be limited to the amounts designated for such purposes by the budget except that, in case of emergency, special appropriations may be made by the Board.

 

            Following amendment of these By-laws reducing representation on the Board of Trustees, adopted in June 2007, sitting trustees shall continue to serve on the Board until expiration of their terms or vacation of their appointments as defined in Section 5.4. .

 

Amended January 2003

Amended October 2005