CUUPS Regulations
The Covenant of Unitarian Universalist Pagans was incorporated in the State of Ohio in 1997. (In Ohio, corporate bylaws are called "regulations.") The following Regulations were ratified by a vote of CUUPS' membership and accepted at the CUUPS Annual Meeting in Rochester, NY, June 1998.
Note: The text of this version of the Regulations has been retyped by volunteers, and should not be taken as legally binding. If you have any questions, please contact the CUUPS Regulations Committee.
Regulations of the Covenant of Unitarian Universalist Pagans, Inc.
An Ohio Nonprofit Corporation
PREAMBLE
In accordance with the principles of the Unitarian Universalist Association ("UUA"), as expressed in Article II of the Bylaws of the UUA, we, as interested and concerned members and friends of UUA societies, join together in association to advance a free and responsible exploration of our religious and spiritual values and to promote understanding of those values within the UUA and among the broader religious community.
NAME AND AFFILIATION
SECTION 1.1 NAME
The name of this organization is the Covenant of Unitarian
Universalist Pagans, Inc. ("CUUPS").
SECTION 1.2 AFFILIATION
CUUPS is intended to be an independent affiliate of the Unitarian
Universalist Association.
OFFICES OF THE CORPORATION
SECTION 2.1 CORPORATE DOMICILE
The Covenant of Unitarian Universalist Pagans, Inc. was incorporated in the
State of Ohio on February 5, 1997.
SECTION 2.2 PRINCIPAL OFFICE
The Board of Trustees ("Board") may determine the location of
the Principal Office within the State of Ohio for the transaction of business, affairs,
and activities of the corporation and may change this location from one address to
another. On its own authority the Board may amend the Articles of Incorporation to the
minimal extent required by law to effect a change in the location of the Principal Office.
The Secretary shall note below any such change of address and the effective date thereof.
Such a change of address shall neither require nor be deemed an amendment to these Regulations.
Effective Ocgtober 1, 2007, the principal office is located at 318 Williams Street, Lockland, Ohio 45215.
SECTION 2.3 OTHER OFFICES
The Board may at any time establish branch or subordinate offices at any place
where CUUPS is qualified to conduct its activities.
PURPOSES AND LIMITATIONS
SECTION 3.1 PURPOSES
As stated in the Articles of Incorporation, "The Covenant of Unitarian
Universalist Pagans, Inc. exists for the purposes of promoting the practice and understanding
of Pagan and Earth-centered spirituality within the Unitarian Universalist Association,
enabling networking among Pagan-identified Unitarian Universalists, providing for the outreach
of Unitarian Universalism to the broader Pagan community, providing educational materials on
Paganism and Earth-centered spirituality for Unitarian Universalist congregations and for the
general public, promoting interfaith dialogue, encouraging the development of theological and
liturgical materials based on Pagan and Earth-centered religious and spiritual perspectives,
encouraging greater use of music, dance, visual arts, poetry, story and creative ritual in
Unitarian Universalist worship and celebration, providing a place or places for gathering and
for worship, and fostering healing relationships with the Earth and all of the Earth's
children."
The purposes of CUUPS include providing support for Pagan-identified UU religious
professionals and ministerial students.
SECTION 3.2 LIMITATIONS
As stated in the Articles of Incorporation, "No part of the net earning of
the corporation shall inure to the benefit of, or be distributable to its members, trustees,
officers or other private persons, except that the organization shall be authorized and
empowered to pay reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes set forth in the purpose clause hereof. No
substantial part of the activities of the organization shall be the carrying on of propaganda,
or otherwise attempting to intervene in (including the publishing or distribution of statements)
any political campaign on behalf of any candidate for public office. Notwithstanding any other
provision of this document, the organization shall not carry on any activities not permitted
to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3)
of the Internal Revenue Code, or corresponding section of any future federal tax code, or
(b) by an organization, contributions to which are deductible under Section 170(c)(2) of the
Internal Revenue Code, or corresponding section of any future federal tax code."
RULES
SECTION 4.1. RULES
The Rules of CUUPS shall contain such provisions as these Regulations may
require and any other provisions which the Board or the members may deem necessary for
the proper conduct of the affairs of CUUPS. No Rule of CUUPS shall be valid which is
inconsistent with law, the Articles of Incorporation, or these Regulations. The Rules of
CUUPS shall be adopted upon approval by two-thirds of the Trustees then in office, or by
an ordinary act of the members. The Rules of CUUPS shall become effective upon publication
as a whole in writing to all the voting members, or upon such a date subsequent to publication
as may be therein specified.
MEMBERSHIP
SECTION 5.1. QUALIFICATION
Membership in the Covenant of Unitarian Universalist Pagans shall be open, without
regard to race, color, sex, affectional or sexual orientation, physical disability, national
origin, or social condition, to individual persons who affirm sympathy with the Principles and
Purposes of the UUA and with the purposes of CUUPS as stated in these Regulations.
SECTION 5.2. APPLICATION
Application for membership and renewal of membership shall be by written request,
submitted in accordance with the Rules of CUUPS, giving the member's legal name and current
address.
SECTION 5.3. CLASSES
Members of CUUPS shall be of three classes: Life Members, Active members and
Inactive members. No other recognition conferred on members shall have any bearing on
classification of membership for the purposes of these Regulations.
A Life member shall have been appointed by the Board of Trustees acting by
unopposed vote with a quorum present.
An Active member shall have submitted membership application or renewal on or
after the first day of the twelfth previous calendar month, and shall have paid dues with
such application or renewal, or had such dues waived by the Board.
An Inactive member shall have been an Active member within the previous six
calendar months.
SECTION 5.4. DUES
Membership dues shall be set forth in the Rules of CUUPS, except that Life
members shall be exempt from any dues requirement.
The Board has discretion to reduce or waive the dues of members in special
circumstances.
SECTION 5.5. TERMINATION AND TRANSFER
Resignation of membership in CUUPS shall be given as written notice to the
Secretary.
A Life member to whom first-class mail has been undeliverable for at least
three continuous years shall be deemed to have resigned for the purposes of this section,
but such a Life membership shall be immediately reinstated upon written request submitted
by such a member to the Secretary.
The Board may revoke the membership of any person who is not a Trustee, following
thirty days' notice and the opportunity of a hearing, if the Board determines, by its unopposed
vote with a quorum present, that such membership is seriously prejudicial to CUUPS or its
purposes as stated in these Regulations.
A person whose membership has been revoked by the Board shall remain ineligible
for membership for at least twelve months and until such time as the Board decides, by a vote
of two-thirds with a quorum present, to remove the ineligibility.
Termination of membership shall not obligate CUUPS to refund any dues or
financial contribution.
Membership in CUUPS is non-transferable and ceases upon a member's death.
RIGHTS AND RESPONSIBILITIES OF MEMBERS
SECTION 6.1. VOTING
The rights to vote and to propose matters for voting shall be reserved
exclusively to Life Members and to those Active members who have been members, of any class,
for at least thirty days.
The phrase "voting members" in these Regulations means the members
entitled to vote pursuant to this section.
SECTION 6.2 INSPECTION RIGHTS
Subject to members' confidentiality rights as provided in these Regulations,
and subject to the conditions specified in this section, every voting member shall have the
following inspection rights:
(a) To inspect the record of all members' names, addresses, and voting rights;
(b) To inspect the Voting Roll most recently prepared in accordance with these
Regulations;
(c) To inspect the Articles of Incorporation, these Regulations, the Rules of
CUUPS, and the minutes or proceedings of the members, of the Board, or of any committee of
the Board;
(d) To obtain any summary statement of fund balance, revenues or expenses
previously reported by the corporation to the members;
(e) To obtain a count of members by class of membership as of the end of the
previous month or as of the end of any prior fiscal year of the corporation;
(f) To obtain a copy of any annual report submitted by the corporation to the
members;
(g) To obtain a copy of any annual report submitted by CUUPS to the UUA pursuant
to the Rules of the UUA pertaining to Independent Affiliate organizations.
Member inspection rights do not include the right to inspect records of the
corporation which show the amount of dues paid by each member or donated by each donor, or
records identifying nonmember donors, subscribers, customers, or program registrants, except
as such nonmembers may expressly allow.
Demand to exercise any member inspection right established in these Regulations
shall be made in a signed writing, stating the purpose of such inspection, and agreeing that
no other purpose is to be served thereby. Such purpose shall be reasonably related to the
member's interests as a member. Such written demand shall be submitted in accordance with the
relevant Rules of CUUPS.
As set forth in the Rules of CUUPS, written demand may be required in advance
of inspection, except that inspection of the Voting Roll at a meeting shall be allowed
immediately upon presentation of valid written demand. In no case shall written demand be
required more than fourteen (14) days in advance of the exercise of the inspection rights
claimed therein.
Any inspection made under the provisions of this regulation may be made by a
member in person or by agent or attorney. The right to inspection, when demanded in advance
in accordance with the Rules of CUUPS, includes the right to copy and make extracts. The
reasonable costs of such inspection shall be set forth in the Rules of CUUPS and shall be
paid in advance by the member.
Nothing in this section shall be deemed to abridge the inspection rights of
Trustees.
SECTION 6.3. CONFIDENTIALITY
In a writing given to the Secretary, any member may require the use of a
pseudonym, and may require the use of an address listed in care of the corporation, on any
record of his or her membership which is:
(a) subject to inspection by the members; or,
(b) subject to handling or inspection outside a scope of confidentiality
defined in the Rules of CUUPS.
The reasonable costs of maintaining a confidential address in care of the
corporation shall be set forth in the Rules and shall be paid by the member. The Rules may
provide for the reduction or waiver of such payment in special circumstances.
A change in the Rules defining scope of confidentiality shall not result in the
exposure of any records of a current or former member outside the scope of confidentiality
last duly required by the member.
Nothing in this section shall be deemed to abridge the inspection rights of
Trustees. The Board may authorize one or more agents to handle and inspect any record or
records of CUUPS.
ACTS OF THE MEMBERS
SECTION 7.1. SCOPE
Subject to law, the Articles of Incorporation, and these Regulations, voting
members may act by election and by resolution. Such actions shall be approved by the required
proportion of such members voting at meetings or by mail ballot. No one may vote by proxy.
SECTION 7.2. ANNUAL MEETING
An Annual Meeting of members shall be held at a time and place convenient to the
regular General Assembly of the UUA. Should the Board fail to duly notice or convene an Annual
Meeting, such a meeting shall be deemed duly called and noticed if it is convened at half past
noon on the second to the last day of the UUA General Assembly at the central or main entrance
to the plenary hall of said Assembly.
SECTION 7.3. SPECIAL MEETING
The Board may convene a special meeting of members at any time and place, and
shall expeditiously convene such a meeting upon petition by at least ten percent of the
voting members. At a special meeting of members, the only business to be conducted shall
be that business which was stated or reasonably implied in the notice of the meeting.
SECTION 7.4. ATTENDANCE AT MEETINGS
Attendance at meetings shall be at each member's own expense, except as the
Board may specially provide. With the prior approval of the Board, and as specified in the
notice of the meeting, members may attend by means of telecommunication, provided that all
members present at the meeting can be duly recognized and can hear each other. Members
attending by such means of telecommunication shall be deemed present in person.
SECTION 7.5. NOTICE OF MEETINGS
Notice of each meeting of members shall be given in writing to all voting
members. Such notice shall state the date, hour and place of the meeting, the nature of the
business there to be conducted, and the means, if any, approved by the Board for attendance
by telecommunication. The Secretary shall cause such notice to be sent by first-class mail
at least 30 days in advance of the meeting, or by another class of mail at least 60 days in
advance of the meeting, but in no case more than 120 days in advance of the meeting. Notice
shall be deemed to be sent upon its deposit in the mail. For the purpose of sending notice,
the Secretary shall enumerate the names and addresses of all the voting members. Timely
notice shall be sent to all the voting members thus enumerated and to all who become voting
members from the date of such enumeration until thirty days before the noticed meeting.
Notice need not be given to any member who participates at a meeting, other than promptly
to protest lack of notice thereof. Any member who did not otherwise receive due notice of a
meeting may, before or after the meeting, in a signed writing, consent to the conduct of the
meeting, and such consent shall be deemed the equivalent of notice.
SECTION 7.6. QUORUM
A regular quorum for actions by members at a meeting shall consist of not fewer
than twenty (20) voting members and not fewer than five percent (5%) of all the voting members,
present in person. At a duly noticed Annual Meeting lacking a regular quorum, the voting members
present shall nevertheless constitute a quorum for the purposes of receiving committee reports
and accepting and closing nominations for election of Trustees by mail ballot. If, pursuant
to these Regulations, the actual conduct of a mail ballot is deemed impermissible, then the
members present at an Annual Meeting shall constitute a quorum for the purpose of electing
Trustees. The members present at an Annual meeting shall constitute a quorum for the purpose
of electing a Nominating Committee and a Polling Committee.
SECTION 7.7. ADJOURNMENT OF MEETINGS
A meeting of members shall be adjourned when a motion to adjourn is approved by
a majority of the voting members present, whether or not a quorum is present.
A meeting of members shall be considered finally adjourned when a motion to
adjourn is approved without specification of the time and place of adjournment.
If in the notice of a meeting any means was specified as
approved by the Board for attendance by telecommunication, then specification
of the time and place for an adjournment of such meeting shall include
specification of means of attendance by telecommunication.
Notice of the adjournment of a meeting to another time and
place shall be required in the same manner as for the original meeting
if the adjournment is to a time more than thirty (30) days from the time
of the original meeting.
Any adjournment not final of an Annual Meeting shall be to
a time and place convenient to the ongoing UUA General Assembly, and timely
advertisement of such adjournment shall be placed in a medium or location
prominent at said Assembly.
SECTION 7.8. CONDUCT OF MEETINGS
Subject to the provisions of law, the Articles of Incorporation, and these
Regulations, meetings of members shall be conducted in accordance with Robert's Rules of Order,
as such rules may be revised from time to time.
The chairperson of each meeting of the members shall be anyone
appointed in advance of the meeting by an act of the Board; or, in the
absence of such an appointed chairperson, the President; or, in the absence
of an appointed chairperson and of the President, the Vice President;
or, in the absence of all such persons, anyone whom the voting members
present may elect as chairperson of the meeting.
The Secretary shall act as secretary of all meetings of the
members, provided that, in his or her absence, the chairperson shall appoint
another person to act as secretary of the meeting. Minutes of each meeting
of the members shall be approved by the Trustees present thereat, or,
should no Trustees be present, by a committee whom the voting members
present shall appoint for the purpose. The secretary of a meeting
of the members may cause an audio recording of the meeting to be made
for the sole purpose of drafting the minutes thereof, and such a recording
shall be destroyed upon due approval of such minutes.
SECTION 7.9. CALL FOR MAIL BALLOT
With the exception of resolutions to accept and close nominations, any
substantive resolution approved by the members at a meeting may be referred to a mail
ballot upon approval at the meeting of a resolution thus to reconsider. In the want of
sufficient majority approval for such a resolution, it shall be approved nevertheless
if a majority of the Trustees then in office vote at the meeting to approve it.
With the approval of two-thirds of the Trustees then in office,
the Board may call for a mail ballot of the members to decide any resolution
which a Trustee may propose at a meeting of the members or otherwise.
Upon petition, given to the Secretary, by as many voting
members as would constitute two-thirds of the regular quorum for an Annual
Meeting of members, the Board shall call for a mail ballot of the members
to decide any proper resolution which shall be specified in such petition.
SECTION 7.10. CONDUCT OF MAIL BALLOT
Upon due call for a mail ballot, the Polling Committee shall be
responsible for the preparation, mailing, receipt and counting of all mail ballots.
The Polling Committee shall solicit, for mailing with the ballots, statements
from candidates for election and from proponents and opponents of resolutions to be
decided by mail ballot. The Polling Committee may edit or summarize such statements for
conciseness.
Every ballot shall be uniquely numbered. The Polling Committee shall take
reasonable measures to assure that the numbering of ballots does not compromise the secrecy
thereof.
Upon demand by the Polling Committee, the Secretary shall enumerate the names
and addresses of all the voting members as of the date the mail ballot was called. Ballots
shall be sent to all the members thus enumerated, by first-class mail at least forty-five (45)
days in advance of counting, or by another class of mail at least sixty (60) days in advance
of counting. Ballots shall be deemed to be sent upon being deposited in the mail. Ballots
shall be counted within one hundred twenty (120) days of the date the mail ballot was called.
Each ballot shall be sent with notice of the date upon which ballots are to be
counted, and with advice that the member should retain his or her ballot number for one year.
The Polling Committee shall keep all ballots returned for counting, whether valid
or not, for thirty days after counting, and thereafter shall convey such ballots to the
Secretary. Such ballots shall be kept for one year in accordance with the provisions of these
Regulations relating to "Corporate Records, Reports, and Seal," and the Secretary
shall thereafter cause such ballots to be destroyed.
The Treasurer shall maintain a restricted fund sufficient to pay the costs of
mail balloting at least once per year. If the Treasurer certifies in a writing presented at
an Annual Meeting that the consolidated balance of CUUPS funds unrestricted by contract is
insufficient to pay the costs of a mail ballot, the election of Trustees by the voting
members present at such an Annual Meeting shall be deemed the equivalent of election by
mail ballot for the purposes of these Regulations.
If the Articles of Incorporation do not permit the election of Trustees by mail
ballot, the election of Trustees by the voting members present at an Annual Meeting shall
be deemed the equivalent of election by mail ballot for the purposes of these Regulations.
SECTION 7.11. VOTING ROLL
The Secretary shall maintain a voting roll to record the names and addresses
of all the members who are eligible to vote at an impending meeting or in a pending mail
ballot.
SECTION 7.12. APPROVAL VOTES
Following the establishment of a quorum at a meeting, and notwithstanding the
subsequent withdrawal of members, substantive business resolutions shall be approved by
two-thirds of the votes cast, so long as such approval votes equal at least two-thirds
of the quorum.
Parliamentary motions at a meeting shall be approved in accordance
with Robert's Rules of Order, as such rules may be revised from time to time.
A resolution referred to a mail ballot shall be approved
provided that at least twenty percent (20%) of the ballots sent to members
are returned valid in time for counting, and provided that at least two-thirds
of the ballot votes thus cast on the resolution are votes of approval.
Elections at meetings or by mail ballot shall be decided
by plurality vote, with last place ties being decided by the incumbent
Board. An election by mail ballot shall be decided notwithstanding
the return of less than twenty percent of the ballots transmitted.
No one may cast more than one vote per resolution or per candidate for election.
COMMITTEES OF THE MEMBERS
SECTION 8.1. NOMINATING COMMITTEE
A Nominating Committee consisting of five (5) voting members of CUUPS shall
be nominated and elected at each Annual Meeting of the members. No such nomination shall
be accepted without the consent of the nominee given in person at the Annual Meeting or in
a writing presented thereat.
Not more than one member of the Nominating Committee may be an interested
person, as defined in the section of these Regulations relating to "Qualification
of Trustees." No Trustee and no member of the Polling Committee may be a member of
the Nominating Committee.
The Secretary shall serve on the Nominating Committee ex officio, without
voting, and shall not be counted as one of its five members.
The incumbent Nominating Committee, if any, may elect one of its members to
serve an additional term, and such election shall be attested by the Secretary in person
at the Annual Meeting or in a writing presented thereat.
The Board of Trustees may elect one qualified person to serve on the Nominating
Committee, and such election shall be attested by the Secretary in person at the Annual
Meeting or in a writing presented thereat.
The voting members present at the Annual Meeting shall elect the complement of
five members of the Nominating Committee, and shall constitute a quorum for that purpose.
Candidates for election to the Nominating Committee by the members at the Annual Meeting
may be nominated by any thirteen (13) voting members, or by the incumbent Nominating Committee,
or by the Board.
Vacancies on the Nominating Committee shall be filled upon appointment by the
Board.
No member of the Nominating Committee may be nominated for election as a Trustee.
Meetings of the Nominating Committee shall be governed by, noticed, held and
taken in accordance with the provisions of these Regulations concerning meetings and action
of the Board of Trustees, with such changes in the context of such provisions as are necessary
to substitute the Nominating Committee and its members for the Board of Trustees and its members.
The Nominating Committee may adopt standing rules pertaining to the conduct its meetings to the
extent that such rules are not inconsistent with the provisions of these Regulations.
The Nominating Committee shall have such powers and duties as are enumerated in
these Regulations.
SECTION 8.2. POLLING COMMITTEE
A Polling Committee consisting of three persons shall be nominated and elected
at each Annual Meeting of the members. No such nomination shall be accepted without the
consent of the nominee given in person at the Annual Meeting or in a writing presented thereat.
No one shall be elected a member of the Polling Committee who is under 21 years
of age. No member of the Polling Committee may be an interested person, as defined in the
section of these Regulations relating to "Qualification of Trustees." No Trustee,
Officer, or member of the Nominating Committee, nor any nominee for any such office or
position, may serve on the Polling Committee.
Members of the Polling Committee shall maintain impartiality
at meetings of members, and to every practical extent, and may not vote
except by secret ballot.
The voting members present at the Annual Meeting shall elect
the Polling Committee, and shall constitute a quorum for that purpose.
Candidates for election to the Polling Committee may be nominated by any
thirteen (13) voting members, or by the Nominating Committee, or by the Board.
Vacancies on the Polling Committee shall be filled upon appointment by the Board.
Meetings of the Polling Committee shall be governed by, noticed,
held and taken in accordance with the provisions of these Regulations
concerning meetings and action of the Board of Trustees, with such changes
in the context of such provisions as are necessary to substitute the Polling
Committee and its members for the Board of Trustees and its members.
The Polling Committee may adopt standing rules pertaining to the conduct
its meetings to the extent that such rules are not inconsistent with the
provisions of these Regulations.
The Polling Committee shall have such powers and duties as
are enumerated in these Regulations.
BOARD OF TRUSTEES
SECTION 9.1. GENERAL POWERS
The authority and interests of the members are represented by the Trustees.
The Board of Trustees shall have the general powers necessary to conduct the business
of the corporation and to direct its affairs in accordance with law, the
Articles of Incorporation, and these Regulations. Without prejudice
to these general powers, but subject to the same limitations, the Board
and its Officers shall have such specific powers as are enumerated in
these Regulations.
SECTION 9.2. NUMBER
The number of Trustees to constitute the Board shall be determined by
resolution of the members. In no case shall there be a Board of less than three (3) or more
than thirteen (13) Trustees.
SECTION 9.3. QUALIFICATION
No one shall be elected or appointed a Trustee who is under twenty-one (21)
years of age or who has been a voting member of CUUPS for less than one hundred twenty (120)
days.
Notwithstanding any other provision of these Regulations,
not more than one-third of the Trustees may be interested persons. For
purposes of these Regulations, "interested person" means any
person currently being compensated for services rendered to CUUPS, or
any brother, sister, ancestor, descendant, spouse, domestic partner, brother-in-law,
sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law
of any such person. No person shall serve as a Trustee who
has been found by action of a court of law to be of unsound mind or otherwise
unfit to serve as a Trustee of CUUPS.
SECTION 9.4. NOMINATION
Nominations for the election of Trustees shall be received and closed
by members at their Annual Meeting. Qualified candidates may be nominated by the
Nominating Committee, or by two-thirds of the Trustees then in office, or by any thirteen
(13) voting members. No nomination shall be accepted without the consent of the nominee
given in person at the Annual Meeting or in a writing presented thereat.
SECTION 9.5. ELECTION
Subject to the requirements of law and the Articles of Incorporation,
Trustees shall be elected by mail ballot conducted in accordance with these Regulations.
SECTION 9.6. TERM
The Board of Trustees shall be divided into three (3) groups: Group 1,
Group 2, and Group 3. Group 1 shall consist of one-third of the Trustees, Group 2 shall
consist of another third of the Trustees, and Group 3 shall consist of the complement.
Each Trustee in each Group shall hold office from election until the third subsequent Annual
Meeting of members, and thereafter until ballots for the election of Trustees have been
counted and new Trustees have qualified.
Notwithstanding the foregoing, the following provisions shall
apply upon approval by the members of a resolution to Balance the Groups of Trustees:
(a) The Trustees shall be divided by their unanimous act
or by lot into the three Groups herein defined;
(b) The Trustees in Group 1 shall hold office from election
until the third subsequent Annual Meeting of members, and thereafter until
ballots for the election of Trustees have been counted and new Trustees have qualified;
(c) The Trustees in Group 2 shall hold office from election
until the second subsequent Annual Meeting of members, and thereafter
until ballots for the election of Trustees have been counted and new Trustees have qualified;
(d) The Trustees in Group 3 shall hold office from election
until the next subsequent Annual Meeting of members, and thereafter until
ballots for the election of Trustees have been counted and new Trustees
have qualified.
The term of a Trustee shall not be shortened by reduction
of the number of Trustees.
SECTION 9.7. REMOVAL
The members of CUUPS, acting by due resolution, may remove any Trustee from
the Board, with or without cause.
The Board of Trustees, acting by unopposed vote with a quorum
present, may remove from the Board any person who does not meet the Qualifications
of a Trustee as set forth in these Regulations.
SECTION 9.8. RESIGNATION
By giving written notice to the President or Secretary, any Trustee may resign
at any time, effective upon receipt of such notice or at such later time as may be specified
therein.
A Trustee who, without excuse approved by the Board, has
failed to attend three consecutive meetings of the Board, shall be deemed
to have resigned.
SECTION 9.9. VACANCY
A vacancy on the Board shall exist on the occurrence of any of the following:
(a) the death, resignation, or removal of a Trustee;
(b) the inability of the members to elect a sufficient complement
of Trustees to form the number determined for the Board in accordance with these Regulations.
SECTION 9.10. FILLING VACANCIES
Except for a vacancy created by the removal of a Trustee by the members,
any vacancy on the Board may be filled for the unexpired term by appointment upon the vote
of a majority of the Trustees remaining in office, whether or not less than a quorum,
or by the sole remaining Trustee. A vacancy not filled by the Trustees may be filled for
the unexpired term by appointment upon due resolution of the members.
POWERS, RIGHTS, AND RESPONSIBILITIES OF TRUSTEES
SECTION 10.1. POWERS AND DUTIES
It shall be the power and duty of the Trustees:
(a) To perform any and all duties imposed on them collectively
or individually by law, by the Articles of Incorporation, by these Regulations,
or by proper act of the members;
(b) To appoint and to remove, to employ and to discharge,
and except as otherwise provided in these Regulations, to prescribe the
duties and to fix the compensation, if any, of all officers, agents and
employees of CUUPS;
(c) To supervise all officers, agents and employees of CUUPS
to assure that their duties are performed properly;
(d) To meet at such times and places as required by these Regulations;
(e) To register their addresses with the Secretary, acknowledging that
notices of meetings mailed, telegraphed or telecommunicated to them at such addresses
shall be valid notices thereof.
The Board may borrow money and incur indebtedness on behalf
of the corporation, and cause to be executed and delivered for the corporation's
purposes, in the corporate name, promissory notes, bonds, debentures,
deeds of trust, mortgages, pledges, hypothecations, and other evidences
of debt and securities.
SECTION 10.2. LIABILITY
Trustees of the corporation shall not be personally liable for the debts,
liabilities, or other obligations of the corporation.
Trustees of the corporation shall not be liable to either
the corporation or its members for monetary damages for a breach of fiduciary
duties unless the breach involves:
(a) a Trustee's duty of loyalty to the corporation or its members;
(b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law;
(c) a transaction from which the Trustee derived improper personal benefit.
SECTION 10.3. COMPENSATION
Trustees shall serve as Trustees without compensation except that actual and
necessary expenses incurred in such service may be advanced or reimbursed to them upon
approval by the Board.
Any such compensation shall be subject to the requirements of Sections 501(c)(3) and
170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal
tax code.
SECTION 10.4. INSPECTION RIGHTS
Every Trustee shall have the absolute right at any reasonable time to inspect
and make copies of any and all books, records and documents of the corporation and to inspect
its physical properties. Any inspection or copies made under the provisions of this regulation
may be made by the Trustee in person or by agent or attorney.
SECTION 10.5. CONFLICT OF INTEREST
Subject to the requirements of law and the Articles of Incorporation, but
notwithstanding any other provision of these Regulations, no Trustee shall vote, or be
counted toward a quorum for a vote, or be counted as present for a vote, or be counted
against unanimity of consent to any act of the Board in any matter involving him or her as:
(a) an interested person, as defined in the section of these
Regulations relating to "Qualification of Trustees;" or
(b) a party with a material financial interest in a transaction
with this corporation;
(c) a director, officer, or trustee of another organization
in any matter relating to that organization and to CUUPS; or
(d) the subject of any proceeding to remove said Trustee
from responsibility as an Officer or from the Board.
SECTION 10.6. INTERNAL GOVERNANCE
Subject to law, the Articles of Incorporation, and these Regulations, the Board
of Trustees may establish its own rules, policies, and procedures, independent of those of
any preceding Board.
ACTS OF THE TRUSTEES
SECTION 11.1. SCOPE
Subject to law, the Articles of Incorporation, and these Regulations, the
Board of Trustees may act by election, resolution, and delegation of powers. Such
actions shall be approved by Trustees voting at meetings or by their unanimous
written consent. No Trustee shall vote by proxy at any meeting of the Board or committee
thereof.
SECTION 11.2. ATTENDANCE AT MEETINGS
Trustees may attend any meeting of the Board or committee thereof by means of
telecommunication, provided that all Trustees present at the meeting can be duly recognized
and can hear each other. All Trustees attending by such means of telecommunication
shall be deemed present in person.
SECTION 11.3. NOTICE OF MEETINGS
Whenever any notice of a meeting of Trustees is required by these Regulations,
such notice shall specify the place, day and hour of the meeting, and the means, if any,
of attendance by telecommunication.
Such notice shall be given to each Trustee by one of the following methods:
(a) by personal delivery of written notice;
(b) by first-class mail, postage pre-paid;
(c) by telephone, either directly to the Trustee, or to a person whom the
Trustee may have named for such purpose in writing to the Secretary;
(d) by telegram, charges prepaid; or
(e) by electronic mail, with receipt confirmed by electronic mail response.
Such notice shall be given or sent to the Trustee's address, telephone number,
or e-mail address as registered with the Secretary. Notice via first-class mail shall be
deposited in the United States mails at least seven (7) days before the time set for the
meeting; all other such notices shall be sent at least forty-eight (48) hours before the
time set for the meeting.
Notice of a meeting need not be given to any Trustee who, either before or after
the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or
an approval of the minutes of the meeting. All such waivers, consents and approvals shall
be filed with the corporate records or made a part of the minutes of the meetings. Notice
of a meeting need not be given to any Trustee who attends the meeting and does not protest,
before or at the commencement of the meeting, the lack of notice to him or her.
SECTION 11.4. QUORUM
Two-thirds of the authorized number of Trustees present in person at a meeting
of the Board shall constitute a quorum for the transaction of business, except to adjourn.
SECTION 11.5. ADJOURNMENT
A meeting of Trustees shall be adjourned when a motion to adjourn is approved
by a majority of the Trustees present, whether or not a quorum is present.
A meeting of Trustees shall be considered finally adjourned when the time and
place of the adjournment are not specified in the motion to adjourn.
If any means of attendance by telecommunication was originally specified in the
notice of a meeting, then specification of time and place of an adjournment shall include
specification of means of attendance by telecommunication.
Notice of the adjournment of a meeting to another time and place shall be
required in the same manner as for the original meeting if the adjournment is to a time more
than forty-eight (48) hours from the time of the original meeting.
SECTION 11.6. CONDUCT OF MEETINGS
Subject to law, the Articles of Incorporation, and these Regulations, meetings
of the Board of Trustees and any committees thereof shall be conducted in accordance with
Robert's Rules of Order, as such rules may be revised from time to time.
Unless another Officer is specifically appointed to be chairperson by the Board
of Trustees, the President shall preside at each meeting of the Board.
The Secretary of the corporation shall act as secretary of all meetings of the
Board, provided that, in his or her absence, the chairperson shall appoint another person to
act as secretary of the meeting.
The secretary of any meeting of the Board may cause an audio recording of the
meeting to be made for the sole purpose of drafting the minutes thereof, and such recording
shall be destroyed upon due approval of such minutes.
SECTION 11.7. APPROVAL VOTES
Except as otherwise specifically required or provided by law, the Articles of
Incorporation, or these Regulations, the proportion of votes required for approval of a
matter by the Board shall mean that proportion of the votes cast by the Trustees, not counting
abstentions. Such proportion of votes shall be more than one-half.
Following the establishment of a quorum at a meeting, and
notwithstanding the subsequent withdrawal of Trustees, resolutions shall
be approved by the required proportion of votes, so long as such approval
votes equal at least that proportion of the quorum.
SECTION 11.8. TRANSITIONAL MEETING
Within thirty (30) days of the election of one or more Trustees, the incumbent
President shall convene and preside at a Transitional Meeting of the Board, notice of which
shall be given, in accordance with these Regulations, to all outgoing, incumbent, and newly
elected Trustees. At this meeting, outgoing Trustees may not vote. Subject to law, the
Articles of Incorporation, and these Regulations, the Transitional Meeting of the Board
of Trustees shall be conducted in accordance with Robert's Rules of Order, as such rules may
be revised from time to time, with any previously adopted standing rules suspended.
SECTION 11.9. REGULAR MEETINGS
For the purposes of these Regulations, a meeting of the Board or any committee
thereof shall be deemed a regular meeting only if the time and place of such meeting and the
means, if any, of attendance by telecommunication have been fixed at least thirty (30)
days in advance by the unanimous written consent of those entitled to vote thereat. After
such consent further notice of a regular meeting need not be given.
SECTION 11.10. SPECIAL MEETINGS
Special meetings of the Board of Trustees for any purpose may be called at
any time by the President, the Secretary, or by any two Trustees. Notice of such a meeting
shall be given in accordance with these Regulations.
SECTION 11.11. UNANIMOUS WRITTEN CONSENT
Any action required or permitted to be taken at any meeting by the Board
of Trustees, or any committee thereof, may be taken without a meeting if prior to such
action a written consent thereto is signed by all the members of the Board of Trustees,
or committee thereof, as the case may be, and provided that such written consent is filed
with the minutes or proceedings of the Board or committee.
SECTION 11.12. DELEGATION OF POWERS
With the approval of a majority of the Trustees then in office, the Board may
appoint one or more committees of the Board to which any of the powers of the Board may be
delegated, with the exception of powers:
(a) To fill vacancies on the Board or on any committee to which any power of
the Board is delegated;
(b) To fix the compensation of any Trustee for serving as
an Officer or in any other capacity;
(c) To set the term of any Officer;
(d) To appoint a chairperson for any meeting of the members;
(e) To appoint committees of the Board or members of such committees;
(f) To fill any vacancy on any committee of the members;
(g) To control or direct any committee of the Board;
(h) To amend or repeal any resolution of the Board which
by its express terms is not so amendable or repealable;
(i) To expend corporate funds to promote the election of a candidate for Trustee,
after there are more people nominated for Trustee than can be elected;
(j) To approve any transaction to which this corporation is a party and in which
one or more of the Trustees has a material financial interest.
Any committee to which any power of the Board is delegated shall consist of not
less than three (3) Trustees, no more than one-third of whom may be interested persons as
defined in these Regulations.
No power of the Board may be delegated to any committee which has one or more
members who are not Trustees, and any such committee shall be clearly designated an advisory
committee and shall not be deemed a committee of the Board.
By its majority vote with a quorum present, the Board may appoint to any
committee of the Board one or more alternate Trustees who may take the place of any absent
Trustee or Trustees at any meeting of such committee, provided that no such alternate
Trustee may be an interested person as defined in these Regulations.
Each committee of the Board shall act only in the intervals between meetings of
the Board, and shall be subject to the control and direction of the Board. Any such committee
may be disbanded upon the majority vote of the Board with a quorum present.
The act of any committee of the Board within the powers delegated to it shall
be as effective for all purposes as the act of the Board.
Meetings and action of committees of the Board shall be governed by, noticed,
held and taken in accordance with the provisions of these Regulations concerning meetings
and action of the Board of Trustees, with such changes in the context of such provisions as
are necessary to substitute the committee and its members for the Board of Trustees and its
members, except that the time for regular meetings of committees may be fixed by resolution
of the Board of Trustees or by the committee. The time for special meetings of committees may
also be fixed by the Board of Trustees. The Board of Trustees may also adopt rules and
regulations pertaining to the conduct of meetings of committees to the extent that such rules
and regulations are not inconsistent with the provisions of these Regulations.
OFFICERS
SECTION 12.1. NUMBER
The Officers of CUUPS shall consist of a President, a Vice President,
a Secretary, a Treasurer, and such other Officers as may be deemed necessary by the Board
of Trustees or by the voting members of CUUPS.
SECTION 12.2. QUALIFICATION
All Officers shall be duly qualified voting members of CUUPS.
The offices of President, Secretary, and Treasurer shall
be held by three different Trustees. The office of Vice President
shall be held by a Trustee other than the President.
SECTION 12.3. APPOINTMENT
Officers shall be appointed by the Board, and each such appointment shall
require the approval of a majority of the Trustees then in office.
Should the Board of Trustees be unable duly to appoint a
President, a Vice President, a Secretary, or a Treasurer, then the Board
shall expeditiously call a Special Meeting of the members, or a mail ballot
of the members, for the election of such Officer or Officers.
SECTION 12.4. TERM
The President, Vice President, Secretary, and Treasurer shall hold office
until the next Transitional Meeting of the Board, or until such Officer resigns or is
removed or is otherwise disqualified to serve, or until his or her successor shall be
appointed and qualified, whichever occurs first.
Each Officer other than the President, Vice President, Secretary, and Treasurer
shall serve until the expiration of a definite term which the Board may set, or until such
Officer resigns or is removed or is otherwise disqualified to serve, or until his or her
successor shall be appointed and qualified, whichever occurs first.
SECTION 12.5. REMOVAL AND RESIGNATION
The members of CUUPS, acting by due resolution, may remove any Officer from
office, with or without cause.
The Board of Trustees may remove any Officer from office, with or without cause,
and such removal shall require the approval of a majority of the Trustees then in office.
Removal of a Trustee from appointment as an Officer shall not constitute removal
of that Trustee from the Board of Trustees.
By giving written notice to the President or Secretary, or notice at any duly
called meeting of the Board, any Officer may resign at any time, effective upon receipt of
such notice or at such later time as may be specified therein.
The above provisions for Removal and Resignation of Officers shall be superseded
by any conflicting terms of a contract which has been approved or ratified by the Board of
Trustees relating to the employment of any Officer of the corporation.
POWERS, RIGHTS, AND RESPONSIBILITIES OF OFFICERS
SECTION 13.1. GENERAL DUTIES
Officers shall perform any and all duties imposed on them collectively or
individually by law, by the Articles of Incorporation, or by these Regulations, or as properly
prescribed by act of the members.
SECTION 13.2. COMPENSATION
Anyone, including a Trustee, may be compensated with a salary for service as an
Officer, upon the approval of such compensation by the Board. In all cases, any salaries
received by Officers shall be reasonable. A Trustee who is compensated for service as an
Officer, other than by the advancement or reimbursement of the actual and necessary expenses
of such service, shall be considered an interested person for the purposes of these
Regulations. Any such compensation shall be subject to the requirements of Sections 501(c)(3)
and 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future
federal tax code.
SECTION 13.3. PRESIDENT
The President shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Trustees, supervise and control the affairs of the
corporation and the activities of the Officers. She or he shall perform all duties incident
to her or his office and such other duties as may be required by law, by the Articles of
Incorporation, or by these Regulations, or which may be prescribed from time to time by
the Board of Trustees. Unless another person is specifically appointed as chairperson of the
Board of Trustees, the President shall preside at all meetings of the Board of Trustees.
Except as otherwise provided in these Regulations, the President shall preside at meetings
of members. Except as otherwise expressly provided by law, by the Articles of Incorporation,
or by these Regulations, the President shall, in the name of the corporation, execute
such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time
to time be authorized by the Board of Trustees.
SECTION 13.4. VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or
refusal to act, the Vice President shall perform all the duties of the President, and when
so acting shall have all the powers of, and be subject to all the restrictions on, the
President. The Vice President shall have such other powers and duties as may be required
by law, by the Articles of Incorporation, or by these Regulations, or as may be properly
prescribed by the members or the Board of Trustees.
SECTION 13.5. SECRETARY
The Secretary shall:
(a) See that corporate records are maintained in accordance with the provisions
of these Regulations relating to "Corporate Records, Reports, and Seal;"
(b) Supervise the security, integrity, and appropriate availability
of all records of the corporation;
(c) Be custodian of the records and of the seal of the corporation,
and see that the seal is affixed to all documents requiring it;
(d) See that all notices are duly given in accordance with these Regulations
or as required by law;
(e) Keep a registry of the addresses of every person entitled
to notice of meetings of the Board of Trustees;
(f) Exhibit, or cause to be exhibited, to members and Trustees,
at all reasonable times, such books and records of the corporation as
are subject to their inspection pursuant to the provisions of these Regulations,
the Articles of Incorporation, or any requirement of law;
(g) In general, perform all duties incident to the office
of Secretary and such other duties as may be required by law, by the Articles
of Incorporation, or by these Regulations, or as may be properly prescribed
by the members or the Board of Trustees.
SECTION 13.6. TREASURER
Subject to the provisions of these Regulations relating to the
"Execution of Instruments, Deposits and Funds," the Treasurer shall:
(a) Have charge and custody of, and be responsible for, all
funds and securities of the corporation, and deposit all such funds in
the name of the corporation in such banks, trust companies, or other depositories
as shall be selected by the Board of Trustees;
(b) Receive, and give receipts for, monies due and payable
to the corporation from any source whatsoever;
(c) Disburse, or cause to be disbursed, the funds of the
corporation as may be directed by the Board of Trustees, making proper
vouchers for such disbursements;
(d) Keep and maintain adequate and correct accounts of the
corporation's properties and business transactions, including accounts
of its assets, liabilities, receipts, disbursements, gains and losses;
(e) Render to the Secretary, whenever requested, copies of
reports, books, and accounts to be maintained in accordance with the provisions
of these Regulations relating to "Corporate Records, Reports, and Seal;"
(f) Exhibit to members and Trustees, at all reasonable times,
such books of account of the corporation as are subject to their inspection
pursuant to provisions of these Regulations or any requirement of law;
(g) Render to the President and Trustees, whenever requested,
an account of any or all of his or her transactions as Treasurer and of
the financial condition of the corporation;
(h) Prepare, or cause to be prepared, and certify, or cause
to be certified, the financial statements to be included in any required reports;
(i) Post a bond in such amount and with such sureties as the Board of
Trustees may prescribe, with the premium thereof being paid by the corporation;
(j) In general, perform all duties incident to the office
of Treasurer and such other duties as may be required by law, by the Articles
of Incorporation, or by these Regulations, or as may be properly prescribed
by the members or the Board of Trustees.
SECTION 13.7. OFFICERS NOT TRUSTEES
Each Officer who is not a Trustee shall be entitled to attend meetings of
the Board of Trustees ex officio, without the right to vote; to be given notice of meetings
of the Board of Trustees in the same manner as such notice is given to Trustees; and
to be reimbursed or advanced the expenses of such attendance upon approval by the Board.
Notwithstanding the foregoing, a majority of the Trustees at a meeting of the Board may
adjourn to the exclusion of any Officer or Officers who are not Trustees. Officers who are
not Trustees shall register their addresses with the Secretary, acknowledging that notices
of meetings mailed, telegraphed or telecommunicated to them at such addresses shall be valid
notices thereof.
ADVISORS TO THE BOARD
SECTION 14.1. SCOPE
The Board of Trustees may form a Council of Advisors and such advisory
committees as it may from time to time deem necessary. The Board may appoint anyone to serve
in an advisory capacity.
SECTION 14.2. RIGHTS AND LIMITATIONS
Service in an advisory capacity shall be at the expense of each advisor,
except as the Board of Trustees may expressly provide. As the Board of Trustees may
determine, any advisor may be compensated for service as such.
Nothing in this article shall be construed to vest in any advisor or advisors
any authority to act on behalf of, or as agent for, or in any manner binding the corporation
or its Board of Trustees.
Except as the Board may otherwise direct, the Council of Advisors and each
advisory committee shall elect its own chairperson and conduct its deliberations in
accordance with such rules as it may adopt.
SECTION 14.3. REMOVAL AND RESIGNATION
The Board of Trustees may dismiss anyone from any advisory capacity at any time,
without hearing or notice.
Anyone may resign from service in an advisory capacity at any time, by giving
written notice to the President or Secretary, or to the chairperson of the Council or
committee as the case may be, and such resignation shall be effective upon receipt of
such notice or at such later time as may be specified therein.
The above provisions for Removal and Resignation of advisors shall be superseded
by any conflicting terms of a contract which has been approved or ratified by the Board of
Trustees relating to the employment of any advisor.
STAFF DIRECTOR
SECTION 15.1. SCOPE
The Board of Trustees may employ a Staff Director whose title, terms, and
conditions of employment shall be specified by the Board. In no case shall the Staff Director
be a Trustee.
SECTION 15.2. DUTIES
The Staff Director, if any, shall, under the supervision of the Board:
(a) Manage and direct the activities of the paid and volunteer staff of the
corporation;
(b) Employ and terminate the employment of members of the necessary support
staff and fix such employees' compensation within the approved budget and guidelines set
by the Board;
(c) Define the duties of the staff, establish their titles, delegate
responsibilities of management as appropriate, and supervise the performance of staff;
(d) Have such other duties and authority as the Board of Trustees may prescribe.
SECTION 15.3. RIGHTS
The Staff Director, if any, shall be entitled to attend meetings of the Board
of Trustees ex officio, without the right to vote; to be given notice of meetings of the Board
of Trustees in the same manner as such notice is given to Trustees; and to be reimbursed or
advanced the expenses of such attendance upon approval by the Board. Notwithstanding the
foregoing, a majority of the Trustees at a meeting of the Board may adjourn to the exclusion
of the Staff Director. The Staff Director shall register his or her address or addresses with
the Secretary, acknowledging that notices of meetings mailed, telegraphed or telecommunicated
to him or her at such addresses shall be valid notices thereof.
RELATED ORGANIZATIONS
SECTION 16.1. USE OF NAME
The name of this organization may not be copied, used, or issued by anyone for
any purpose except as authorized in these Regulations or by resolution of the Board. The
foregoing provision reserving use of the name shall apply to all variants, abbreviations and
contractions readily identifiable with the Covenant of Unitarian Universalist Pagans,
including, but not limited to, "CUUPS" and "Covenant of UU Pagans."
SECTION 16.2. THE UUA
The Board shall take all reasonable steps to establish and maintain CUUPS as
an Independent Affiliate of the Unitarian Universalist Association.
Loss of affiliation with the UUA shall not necessarily entail the dissolution
of the corporation.
SECTION 16.3. CHAPTERS
The Board may, in accordance with these Regulations, recognize an association
of members to be a Chapter of CUUPS.
Application for, and renewal of Chapter status shall be by written request,
submitted in accordance with the Rules of CUUPS, affirming sympathy with the Principles
and Purposes of the UUA and with the purposes of CUUPS as stated in these Regulations.
Recognition of Chapter status shall be for a period of thirteen months unless
earlier renewed or terminated in accordance with these Regulations.
A Chapter of CUUPS shall be organized as an auxiliary of a Unitarian Universalist
congregation, or in such other institutional affinity with Unitarian Universalism as may meet
with the approval of the CUUPS Board.
A Chapter shall consist of at least three voting members of CUUPS, each of whom
is a member of a UUA congregation, and none of whom, for the purposes of this regulation,
is counted as a member of another CUUPS Chapter.
The Rules of CUUPS shall contain such provisions as may be deemed necessary to
govern the recognition and support of CUUPS Chapters. The Rules may require Chapters to make
financial contribution to CUUPS.
Each Chapter shall be independent in its work and governance.
Each recognized Chapter is authorized to designate itself as such by use of the
names "Covenant of Unitarian Universalist Pagans", "Covenant of UU Pagans"
and "CUUPS" in conjunction with the word "Chapter".
Resignation from CUUPS Chapter status shall be given and shall become effective
in accordance with the Rules of CUUPS.
The Board shall have the right to revoke the recognition of any Chapter,
following thirty days' notice and the opportunity of a hearing, if the Board determines, by
its unopposed vote with a quorum present, that continued recognition of such a Chapter is
seriously prejudicial to CUUPS or its purposes as stated in these Regulations.
Recognition of a CUUPS Chapter is non-transferable and ceases upon the
dissolution or resignation of a Chapter.
The resignation, dissolution, or revocation of recognition of a Chapter shall
not obligate CUUPS to refund any dues or financial contribution.
SECTION 16.4. ASSOCIATIONS OF CHAPTERS
Chapters are free to associate with one another. Any such association of
Chapters shall be independent in its work.
SECTION 16.5. OTHER ORGANIZATIONS
At the discretion of the Board, CUUPS may establish, maintain, and terminate
official relations with other organizations which are affiliated with the UUA.
Upon due resolution of the members, CUUPS may establish official relations with
other organizations which are not affiliated with the UUA. The Board shall maintain each such
relationship unless it finds, by its two-thirds vote with a quorum present, that continuing
such a relationship has ceased to be in the best interests of CUUPS.
INSTRUMENTS, DEPOSITS, AND FUNDS
SECTION 17.1. EXECUTION OF INSTRUMENTS
The Board of Trustees, except as otherwise provided in these Regulations, may
by resolution authorize the President or any Officer or agent of the corporation to enter into
any contract or to execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific instances. Unless so
authorized, no Officer, agent, or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to render it liable
monetarily for any purpose or in any amount.
SECTION 17.2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of
Trustees or as otherwise required by law, checks, drafts, promissory notes, order for the
payment of money, and other evidence of indebtedness of the corporation shall be signed
by the Treasurer and countersigned by the President of the corporation, except that the
Treasurer is hereby authorized to sign checks, drafts, promissory notes, order for the
payment of money and other evidence of indebtedness of the corporation in the amount of
five-hundred dollars ($500) or less without the counter-signature of the President.
SECTION 17.3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit
of the corporation in such banks, trust companies, or other depositories as the Board of
Trustees may select.
SECTION 17.4. GIFTS
The Board of Trustees may accept on behalf of the corporation any contribution,
gift, bequest, or devise for the charitable, religious, educational, and scientific purposes
of this corporation.
CORPORATE RECORDS, REPORTS, AND SEAL
SECTION 18.1. MAINTENANCE OF CORPORATE RECORDS
Under the supervision of the Secretary, the corporation shall maintain at its
principal office in the State of Ohio:
(a) A copy, certified by the Secretary of the State of Ohio, of the Articles of
Incorporation and any amendments thereof;
(b) A written copy, certified by the Secretary of the corporation, of the
Regulations as amended to date.
The Secretary shall take all reasonable steps to assure that no vital records
of the corporation are in the sole possession of any one officer or agent of CUUPS.
The Rules of CUUPS shall specify a location where the following records shall be kept,
maintained, and appropriately made available:
(a) A copy, as recorded within the past thirty (30) days in a form approved by
the Secretary, of the minutes of all meetings of Trustees, committees of the Board, and
minutes of all meetings of members, indicating the time and place of holding such meetings,
whether regular or special, how called, the notice given, and the names of those present
and the proceedings thereof;
(b) A copy, as recorded within the past thirty (30) days in a form approved by
the Secretary, of adequate and correct books and records of account, including accounts of
the corporation's properties and business transactions and accounts of its assets, liabilities,
receipts, disbursements, gains and losses;
(c) A copy of all significant correspondence between the corporation and any
statutory authority, including copies of all required reports, returns, and identification
numbers or codes;
(d) A copy of all significant correspondence between the corporation and
the UUA, including reports submitted by the corporation pursuant to the Rules of the UUA;
(e) A list, as recorded within the past thirty (30) days in a form approved by
the Secretary, of the current and past members of the corporation, indicating their names,
their addresses, the class of membership held by each member, the date of each member's
admission to membership, and the date upon which each member's class of membership expired or
will expire unless renewed.
(f) Any ballots conveyed to the Secretary by the Polling Committee within the
past twelve months.
SECTION 18.2. CORPORATE SEAL
The Board of Trustees may adopt, use, and at will alter, a corporate seal.
Such seal shall be kept in the custody of the Secretary. Failure to affix the seal to a
corporate instrument, however, shall not affect the validity of such instrument.
INDEMNIFICATION OF CORPORATE AGENTS
AND VOLUNTEERS
SECTION 19.1. INDEMNIFICATION
To the extent that a person who is or was a Trustee, Officer, employee, or
other agent of, or volunteer of, this corporation has been successful on the merits in
defense of any civil, criminal, administrative or investigative proceeding brought to
procure a judgment against such person by reason of the fact that he or she is or was an
agent of, or volunteer of, the corporation, or has been successful in defense of any claim,
issue or matter, therein, such person shall be indemnified against expenses actually and
reasonably incurred by the person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against
him or her, then indemnification against expenses, judgments, fines, settlements and other
amounts reasonably incurred in connection with such proceedings shall be provided by this
corporation but only to the extent allowed by, and in accordance with the requirements
of, Section 1702.12 of Ohio Revised Code.
SECTION 19.2. INSURANCE FOR CORPORATE AGENTS AND VOLUNTEERS
In accordance with Section 1702.12 of Ohio Revised Code, the Board of Trustees
may adopt a resolution authorizing the purchase and maintenance of insurance, or similar
protection, on behalf of any person who is or was a Trustee, Officer, employee, agent,
or volunteer of the corporation, against any liability asserted against him or her and
incurred by him or her in any such capacity, or arising out of his or her status as such,
in accordance with Section 1702.12 of Ohio Revised Code.
FISCAL YEAR AND ANNUAL REPORT
SECTION 20.1. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January and
end on the last day of December in each year.
SECTION 20.2. ANNUAL REPORT
The Board shall cause an Annual Report to be furnished not later than one
hundred twenty (120) days after the close of the Fiscal Year to all Trustees and to any
member who requests it in writing. Should the gross receipts of the corporation during
the Fiscal Year exceed twenty-five thousand dollars ($25,000), said report shall be sent
to all voting members. The Annual Report shall be accompanied by any report thereon of
independent accountants, or, if there is no such report, the certificate of an authorized
Officer of the corporation that such statements were prepared without audit from the books
and records of the corporation. The Annual Report shall contain the following information
in appropriate detail:
(a) The assets and liabilities, including the trust funds, of the corporation
as of the end of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds,
during the fiscal year;
(c) The revenue or receipts of the corporation, both unrestricted and restricted
to particular purposes, for the fiscal year;
(d) The expenses or disbursements of the corporation, for both general and
restricted purposes, during the fiscal year; and
(e) The general circumstances and aggregate amount of any one or more
indemnifications or transactions in which a Trustee of the corporation had a direct or
indirect material financial interest involving more than ten thousand dollars ($10,000)
in the aggregate.
REASONABLE ACCOMMODATION
SECTION 21.1
Insofar as these Regulations refer to seeing, hearing or other operation of the
natural senses, such references shall be deemed to include reasonable accommodation of
persons with partial or total impairment of the senses; and to include participation via
telecommunications insofar as such participation is consistent with these Regulations.
AMENDMENT
SECTION 22.1. AMENDMENT
Amendment of these Regulations shall be proposed as a resolution of the members
in accordance with the provisions of these Regulations relating to "Call for Mail Ballot."
Such a resolution shall be put to the members, and approved by them, in a mail ballot conducted
in accordance with these Regulations, provided that at least twenty percent (20%) of the ballots
sent to members are returned valid in time for counting, and provided that at least two-thirds
of the ballot votes thus cast on the resolution are votes of approval.
DISSOLUTION
SECTION 23.1. PROCEDURE
Voluntary dissolution of this corporation shall be proposed as a resolution of
the members in accordance with the provisions of these Regulations relating to "Call
for Mail Ballot." Such a resolution shall be put to the members, and approved by them,
in a mail ballot conducted in accordance with these Regulations, provided that at least
fifty percent (50%) of the ballots sent to members are returned valid in time for counting,
and provided that at least two-thirds of the ballot votes thus cast on the resolution
are votes of approval.
SECTION 23.2. DISTRIBUTION OF ASSETS
No member, Trustee, Officer, employee, or other person connected with this
corporation, nor any private individual, shall be entitled to share in the distribution
of, and shall not receive, any of the corporate assets on dissolution of the corporation.
All members of the corporation shall be deemed to have expressly consented and
agreed that on dissolution or winding up of the affairs of the corporation, whether
voluntarily or involuntarily, the assets of the corporation, after all debts have been
satisfied, shall be distributed as required by the Articles of Incorporation of this
corporation and not otherwise.
