Bylaws revision 2-15-12Revised bylaws 2/15/12
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DRAFT 2/15/2012 Chicago Area Unitarian Universalist Council Bylaws
Article I. Mission Statement
The mission of the Chicago Area Unitarian Universalist Council, hereinafter known as CAUUC, is to support its member congregations by working together to achieve a common goal of promoting Unitarian Universalist principles in the greater Chicago area by:
- increasing the visibility of the UU community to the greater Chicago community;
- promoting advocacy of social justice;
- strengthening our congregations through sharing of programs, particularly for leadership development and
- entering into appropriate coalitions with other faith traditions which share our core values.
Article II. Membership
CAUUC is a council of member congregations, located within commuting distance of Chicago, Illinois, who agree substantially with the Seven Principles of Unitarian Universalism. Member congregations will be classified as Active or Inactive depending upon whether they have paid their assessed CAUUC dues in the preceding fiscal year of CAUUC. Inactive congregations shall be dropped from membership if they remain inactive for 3 years.
Article III. Governance
A. The assembled delegates of CAUUC shall elect directors, hereinafter called the Board, empowered to act in behalf of CAUUC to execute policies adopted by the CAUUC membership, implement the mission statement and govern all the affairs of CAUUC during all adjournments, consistent with the policy directives.
B. The Board shall consist of eight to twelve (8-12) members who shall represent no fewer than eight (8) congregations. Not more than three (3) members may be ministers. One member may represent Meadville-Lombard Theological School. The Meadville-Lombard community may select one of its members to represent the school and may fill the seat whenever it becomes vacant. The immediate past-president is an additional voting Board member.
C. The Board shall elect officers from among the Board members. The officers shall be: president, vice-president, secretary, and treasurer.
D. To fulfill its duties, the Board may, at its discretion, contract for services; employ personnel and determine their functions and remuneration; adjust line item budget allocations to stay within the overall approved budget; appoint committees to carry out CAUUC's mission; and declare a vacancy in its membership should any Board member fail to attend three (3) consecutive meetings, and appoint a successor to serve until the next annual meeting.
E. The Board of Directors shall provide for the appropriate maintenance of the website and the electronic announcement board.
F. The Board shall provide for a standing nominating committee. The Board shall appoint three to five (3-5) persons to the nominating committee, for presentation of a slate of potential board members to the constituency at the annual meeting. Not more than two (2) members of the board may serve on the nominating committee. At least one member, but not more than two members, of the nominating committee must be a minister of a CAUUC member congregation. The president shall convene the initial meeting of the nominating committee and present their charge; the committee shall then elect a chair and pursue its business independent of the Board. The Nominating Committee shall formulate an orderly process for selecting candidates for Directorships. Nominating Committee members shall serve for one year, renewable for up to four years. The president shall present a slate of committee members at the annual meeting, to serve the Board in the coming year.
G. The Board under the direction of the president shall fill any vacancies that occur on the Board between elections.
H. The Directors shall represent the interests of the constituency by maintaining liaison relationships with the congregations. Directors shall set and act on the agenda of the Board
meetings to reflect the perceived needs of the congregations.
Article IV. Terms of Office for Directors and Officers
A. Directors shall be elected for a term of four (4) two (2) years. A director may not serve more than two (2) three (3) consecutive terms.
B. Officers shall serve a term of two (2) years and may be elected for a second term. The president and secretary shall be elected on even-numbered years. The vice-president and treasurer shall be elected on odd-numbered years. The immediate past president's term is one year.
Article V. Duties and Responsibilities of Officers and Directors
A. President: The president is the chief executive officer of the Board. The president presides at all meetings of the CAUUC assembled delegates and of the CAUUC Board. The President provides for the functioning of the CAUUC Nominating Committee by supervising the election of members, convening the committee for its initial meeting, and monitoring the progress of their work. The president, in consultation with the board, provides a candidate for the Nominating Committee of the Board of Trustees of the Central Midwest District.
B. Vice-president: The vice-president presides at all meetings in the absence of the president. The vice president maintains a calendar of committee meetings and inter-congregational functions.
C. Secretary: The secretary records the minutes of all meetings of assembled delegates and of the Board and is the custodian of the records and files pertinent to the history of CAUUC. The secretary sends timely notices of all meetings.
D. Treasurer: The treasurer keeps all of the CAUUC financial records. The treasurer calculates dues for each member congregation and sends timely invoices. The treasurer provides current financial information at each meeting. The treasurer shall receive budget data from all activity chairs and draft a budget estimate for the Board. The treasurer recommends and maintains the banking relationship of CAUUC and pays promptly all approved bills and appropriations.
E. Directors: The directors maintain liaison with member congregations and provide representations of the congregations' interests. . Each Director shall take responsibility for communicating with several congregations. Communication shall include, but not be limited to, (1) conveying the activities of CAUUC to a congregational representative (sometimes the Denominational Affairs person) and to a newsletter/communications person in that congregation; (2) soliciting applications for the several CAUUC grants; (3) soliciting news of the congregation's activities appropriate to be conveyed to the Board or to other congregations. The Director may also attend functions of the liaison congregation as a representative of CAUUC and is encouraged to attend the annual meeting of the liaison congregation. The directors act as members or ex officio members of assigned CAUUC committees and/or sponsored projects. The Directors represent CAUUC at congregation functions, including celebratory events at their liaison congregations.
F. Immediate Past-president: The immediate past president serves as advisor and consultant to the officers and directors.
Article VI. Meetings
A. The annual meeting of CAUUC member congregations shall be held once during a fiscal year (July 1-June 30) at a time and place determined by the Board on a date deemed appropriate by the Board and announced to the constituency 90 forty-five (45) to sixty (60) days in advance of the meeting. To allow time for adequate consideration, requests for budget allocations and proposals for bylaw or constitutional changes must be submitted to the Board sixty (60) days before the annual meeting, for preliminary deliberation. Notice of the meeting shall be sent to each member congregation not less than thirty (30) forty-five (45) days nor more than sixty (60) days prior to the meeting date. The notice shall include the proposed budget, the report of the Nominating Committee, reports of requested budget allocations, bylaws or constitution proposals that have been submitted along with the Board's decisions regarding them, and announcements of any special events in addition to the business meeting. The business meeting shall include reports on CAUUC activities and functions, a financial report, provisions for election of Directors, plans for the coming year, and adoption of a budget for the coming year. Substantial amendments to the proposed budget (amounting to 10% or more of the budget total) may be made from the floor if the Board has been notified of the amendment 60 days prior to the meeting, as stipulated above. Less substantial amendments to the proposed budget (amounting to less than 10% of the budget total) may be made from the floor without prior notice, providing they offset any proposed spending increase with spending cuts or feasible revenue increases.
B. Other meetings of the assembled delegates will be held at such times and places and for such purposes as are determined by the Board or upon petition by seven (7) five (5) member congregations. Notice of such meetings and their purpose must be given to all member congregations thirty (30) days prior to the scheduled meeting.
C. Assembled delegates: All individuals presenting themselves at a meeting of the council as members of a member congregation in good standing an active member congregation may be seated as voting delegates, up to the maximum entitled by their congregation (2 delegates for the first 100 members, plus 1 additional delegate for each additional 100 members or fraction thereof). Congregations are “in good standing” if they have paid their assessed CAUUC dues for the prior fiscal year. Individuals may not be seated as voting delegates if prior written notice indicating that they do not represent the member congregation has been received by the CAUUC Board from the president or board secretary of this member congregation or if such a determination is made by the CAUUC Board. Any individual rejected by the CAUUC Board shall be extended privilege of the floor to petition the seated quorum of delegates to be seated as a voting delegate.
D. Quorum for meetings of assembled delegates: Delegates representing not less than eight (8) member congregations constitute a quorum for transaction of business at any Council meeting. Privileges of the floor may be extended to non-delegates in attendance at the discretion of the presiding officer.
E. Meetings of Directors: The Board of Directors shall meet at least four (4) times annually at such time and place as may be determined by the Board. The meetings are for the purpose of reporting on each Board member's portfolio of responsibilities, voting upon proposals from the officers or any director, and reviewing any activity that is on-going or proposed, as stipulated by the constitution, bylaws, mission statement, council policy, and budget directives. Meetings may be held more frequently as called by the president, or special meetings may be called by majority vote of a quorum of the Board voting. At the request of any Board member, an email or telephone poll by the secretary shall be accepted as notice for any otherwise unscheduled meeting.
F. Quorum for meetings of the Board of Directors: A quorum for a Board meeting shall be a simple majority of the current elected Board members.
Article VII. Fiscal Provisions
A. The annual budget shall be supported by regular contributions from CAUUC member congregations and from the income of funds held by the Chicago Area Unitarian Universalist Council (CAUUC). The CAUUC Board of Directors shall solicit annual dues from member churches of the Central Midwest District (CMwD) in the greater Chicago area congregations. Such dues shall be determined on a per-member schedule and the rate shall be ratified by the delegates of congregations present at an annual CAUUC meeting. A change in the dues rate may be suggested by the CAUUC Board and communicated to the constituent congregations at least thirty-60 days forty-five to sixty (45-60) days in advance of presentation for ratification at the CAUUC annual meeting.
B. The CAUUC Board of Directors may receive and accept grants, gifts and bequests for the work and activities of CAUUC, but no such receipts shall be accepted by the Board unless its purpose and restrictions, if any, are approved by the Board.
C. The Board may disburse funds as grants from the treasury of CAUUC to individuals or organizations whose activities are in concert with and foster the principles of the Unitarian Universalist Association and the mission of CAUUC. Proposed disbursement of funds shall be presented to the CAUUC member congregations in the form of an annual budget presented for approval at the CAUUC annual meeting.
D. All requests for new grants by the CAUUC Board must be made in writing 90 days prior to the CAUUC annual meeting, for consideration of inclusion in the annual budget, to be published to the membership 30-60 forty-five to sixty (45-60) days prior to the annual meeting and to be approved by the constituency at the annual meeting..
E. The Board shall require the recipient(s) to regularly report to the CAUUC Board on the activities of the individual/organization that relate to the purpose for which the funds were granted. The period for reporting shall be determined by the Board; a written report is conventionally presented to the constituency at the annual meeting.
F. Executing a grant shall not obligate the Board to additional grants for the same purpose or to the same recipient.
G. The Board shall direct the treasurer in the distribution and disbursement of all CAUUC funds.
Article VIII. Affiliate relationships
A. The CAUUC Board may establish a supporting relationship with organizations in the greater Chicago area whose purpose is (1) to promote the values and principles inherent in Unitarian Universalism and (2) to promote collaboration among UU and other liberal congregations or with other organizations in effecting those values in the greater Chicago area. This relationship shall be fostered by the designation of a member of the organization to be liaison to CAUUC or the designation of a CAUUC Board member to serve as liaison to the organization. It may be further promoted by a monetary grant to the organization, secured pursuant to the process described in Article VII, Sections C and D.
B. General support to the liaison organization shall be in the form of (1) publicizing the activities of the organization to the CAUUC constituency through the CAUUC newsletter (2) remaining informed of activities through regular reporting to the CAUUC Board at its meetings, and (3) assisting the organization to identify resources beneficial to them in carrying out their activities.
C. Identification of organizations to be established as liaison organizations shall be at the discretion of the Board in consensus and in consultation with the CAUUC congregations.
D. The activities of affiliate organizations shall be reviewed annually at a Board meeting to determine if the activities are in accord with the criteria and targets previously agreed to. Such activity criteria and targets, devised by the affiliate when establishing an affiliation with CAUUC, shall be in accord with the goals and mission of CAUUC and the UUA and shall define ways to measure such accord. Renewal of affiliation will be determined by the Board on the basis of the annual review of activities and the affiliate's goals for the coming year.
Article IX. Amendments to the Bylaws
A. These bylaws may be amended at any meeting of a quorum of the assembled member delegates by a two-thirds (2/3) vote of those delegates present, provided the proposed amendment (editorial changes not affecting the sense of the amendment excepted) shall have been transmitted in writing to the elected leadership of the member congregations at least thirty (30) days prior to the meeting.
B. Amendments to these bylaws shall become effective immediately upon affirmative vote by the assembled delegates meeting for that purpose or at such future time as is determined by the resolution for adoption.
Revisions and Amendment Log:
1. Revision approved at a special meeting of CAUUC, October 24, 1992.
2. Article V, section A, was amended at the May 16, 1997, annual meeting.
3. Revision by addition of Articles VI and VII was approved at annual meeting, May 11, 2001.
4. Revision of Article III, sections A and B, was approved at annual meeting, May 22, 2003.
5. Revision of Articles I, II, IV, V, and VII approved at annual meeting, May 19, 2007