MDD By-Laws

For a PDF copy of these By-Laws, please click here: MDD Bylaws Amended October 2011

The PDF is the official copy - the text below may not reflect recent revisions.

ARTICLE I – NAME

The name of this organization shall be:

The Mountain Desert District of the Unitarian Universalist Association of Congregations.

This organization is incorporated, as a "Non-Profit Corporation" under the laws of the State of Colorado.

The governing body of the Mountain Desert District is the District Board of Trustees.

Hereinafter, the Mountain Desert District shall be referred to as either the District or as MDD. The Unitarian Universalist Association of Congregations shall be referred to as the UUA.

The District Board of Trustees shall be referred to either as the Board, or as the Board of Trustees.

ARTICLE II – PURPOSES

The purposes of the Mountain Desert District shall be:

To promote the growth of liberal religion, within the District.
To aid in the establishment and growth of Unitarian Universalist Churches, Fellowships and other allied groups, within the District.
To make the resources of our national and local religious movement available to our Member congregations and friends.
To encourage both lay and professional leadership development within the District.
To support and promote the policies and ideals of the Unitarian Universalist Association of Congregations.

ARTICLE III – ORGANIZATION

Section 1.

In order to further the purposes of the District as stated in Article II, the District will be organized into seven (7) Service Areas, staffed primarily by volunteers, and dedicated to the delivery of District programs and services to our Member congregations. The duties and responsibilities of each Service Area are as assigned by the Board.

The initial Service Areas have been named:

Communications for Community Building
Growth and Outreach
Justice Ministries
Leadership Development
Lifespan Faith Development
Professional Services
District Management (see Section 3)

Coordination of the activities between these Service Areas is assigned to a Service Area Council, working in conjunction with the District Executive, the District staff and the Board of Trustees.

Each Service Area shall have a designated Leader (Co-Leaders are encouraged) who are appointed to two (2) year terms. The designated Leader(s) of each Service Area shall constitute the membership of the Service Area Council.

An individual may not serve more than six (6) years, in the same capacity on the Council. Co-Leader terms should be staggered, as often as is practical. The Service Area Council (in consultation with the District Executive or a designated representative) shall nominate successors and fill vacancies, on the Council, as they arise, for approval by the Board.

The Board will provide an annual budget to the Service Area Council from the general funds of the District. The Service Area Council is responsible for the management of the resources assigned to them.

Section 2.

The names, functions, responsibilities and assignments for the Service Areas are expected to change over time. As needed changes arise, they may be authorized and enacted by the Board, without specific recourse to a modification of these Bylaws. Major changes will always be presented to the Delegate Assembly for approval.

Section 3.

The District Management Service Area is reserved to the Board of Trustees. The responsibilities contained therein are:

General oversight of the other six (6) Service Areas.
Staffing of the District office.
Fiduciary responsibility for the District's assets.
Overall policy and procedure guidance for the District.
The structural and administrative functions required for the most efficient management of the District's affairs.

ARTICLE IV – MEMBERSHIP

Section 1.

The Members of the District shall include only those congregations and gatherings, which are affiliated with the UUA, and which are located within the geographical boundaries of the District. Exceptions must have the approval of the UUA.

Section 2.

Other groups or organizations, in sympathy with the above stated purposes (per Article II) may become affiliated with the District. Affiliation requires a recommendation from the District Executive and the approval of the Board of Trustees. Affiliation does not convey a right of participation in the Delegate Assembly (per Article V).

ARTICLE V – MEETINGS

Section 1.

There shall be an Annual Conference of all Members (and affiliated groups) within the District. No more than eighteen (18) months may elapse, between Annual Conferences.

Section 2.

In conjunction with each Annual Conference, there will also be a Delegate Assembly held. The Delegate Assembly has the responsibility for setting overall policy and direction for the District and to conduct the official business of the District. Said business shall include (but is not limited to):

Election of the Officers and Trustees of the District
Election of the Leadership Succession Committee
Election of a Director to the Midwest Unitarian Universalist Conference
Approval of the annual operating budget(s) of the District
Approval for any major capital expenditures by the District
Other matters, as recommended by the Board of Trustees
Resolutions and other "new business" which may arise from the floor

The Board shall designate procedures for the verification of Delegate credentials (per Article VI) and the legality of resolutions or other legitimate business, which may come before the Delegate Assembly.

A meeting notice, preliminary agenda, and supporting materials will be sent to the appropriate leadership in the Member congregations prior to the Delegate Assembly. Said notice, issued by the President (or designated representative) shall be sent a minimum of thirty (30) days prior to the meeting. The supporting materials are those deemed necessary for a Delegate to perform the listed tasks, satisfactorily.

Section 3.

Special Meetings of the District may be called by either the Board or via petition from the Member congregations. Petitions must clearly state the reason(s) for the request and be submitted in writing to the President. Further, a valid petition must be endorsed by the governing bodies of at least 1/3rd of the Member congregations; located in at least four (4) of the States (in whole or part) which lie within the geographical boundaries of the District.

Upon a call for a Special Meeting either by the Board or by a petition, no more than forty-five (45) days may elapse before the requested Special Meeting is held. The agenda and supporting material for the Special Meeting must be published a minimum of fourteen (14) days in advance of the meeting date. Only items contained on the agenda may be acted upon at the meeting.

Section 4.

At meetings of the District, all of the following conditions must be met to establish a quorum for the purpose of conducting business:

one quarter (25%) of the eligible delegates must be present;
representatives from one-third (33%) of all certified member congregations must be present; and
representatives from certified members congregations located in at least four (4) states served by Mountain Desert District must be present.

ARTICLE VI – VOTING

Section 1.

Each member congregation shall have the number of lay and ministerial delegates based on the calculation established by the UU for representation at the most recent General Assembly of the UUA.

Section 2.

The Board may modify (but not reduce) the number of delegates a Member congregation is entitled to. The Board may also recommend additional categories of voting privilege not contained in the rules of the UUA Credentials Committee, for approval by the Delegate Assembly.

Section 3.

The members of the Board of Trustees, the UUA Trustee, and the District Executive are assigned one (1) delegate vote each.

Section 4.

Ministerial representatives shall have the same delegate representation that was afforded to them at the preceding UUA General Assembly.

Section 5

Member congregations may register their votes, via proxy, for the Delegate Assembly. Proxy votes must be specific to the items contained on the preliminary agenda. Further they must be certified by the governing body of the congregation and be submitted, in writing, to the District Secretary, a minimum of twenty-four (24) hours prior to the opening of the Delegate Assembly. For each Member congregation, the sum of their proxy votes, plus the number of their delegates in attendance, may not exceed the number of votes authorized per Section 1.

ARTICLE VII – BOARD OF TRUSTEES AND OFFICERS

Section 1.

The governing body of the District shall be a seven (7) member Board of Trustees.

Members of the Board are the four (4) District Officers, and three (3) Trustees-at-Large.

Officers and Trustees-at-Large are elected to two (2) year terms by a majority vote of the Delegate Assembly. Proxy ballots (per Article VI – Section 5) are valid.

The UUA Trustee, and the District Executive are designated as ex officio members of the Board. A quorum for the Board of Trustees shall be five (5) voting members present.

Section 2.

The District Officers shall be the President, Vice President, Secretary and Treasurer.

The terms of the President and Secretary begin in the odd numbered years, and the terms of the Vice-President and Treasurer, begin in the even numbered years. Incomplete terms on the Board of Trustees will be filled in one (1) year increments (per Section 6).

The President will preside over all meetings of the District, the Board of Trustees and the Executive Council.

Section 3.

The District Officers also constitute the Executive Council of the District. The Executive Council is empowered to make administrative and operational decisions, for the District, when the Board is not in session. These decisions must either be confirmed or modified at the next scheduled Board meeting. Issues involving overall policy guidance for the District are reserved to the Board of Trustees, meeting as a whole. A quorum for the Executive Council shall be three (3) members present.

Only the ensuing Delegate Assembly may rescind or overturn action(s) taken by either the Executive Council or the Board of Trustees.

Section 4.

The Board of Trustees shall meet a minimum of three (3) times during any given fiscal year. The Board shall set the time and place of their meetings, with notification sent to the appropriate leadership of the Member congregations. Said notification to be made a minimum of two (2) weeks prior to the meeting by the President (or designated representative) from the offices of the District, using established communication channels. Special meetings of the Board may be scheduled by the President, or by majority vote of the remaining Board members.

Section 5.

The Board is empowered to hire and dismiss District staff personnel. The Board may also create new District staff positions, with the proviso that said positions are sustainable, within budgets approved by the Delegate Assembly.

Section 6.

Any position on the Board may be declared "vacant," when the duties of the position are not being, or cannot be satisfied by the incumbent. A majority vote of the remaining members of the Board is required. In the event that the office of President is vacated, the Vice President shall immediately assume those duties, and the office of Vice President will be deemed as "vacant."

Vacant positions may be filled by Board appointment until the close of the next Delegate Assembly. All vacant positions on the Board will be referred to the Leadership Succession Committee (Article X) for action.

Section 7.

The membership of the Board of Trustees must be fully constituted, with elected representatives, at the close of each Delegate Assembly.

Each candidate for an elected position on the Board of Trustees must be a bona fide representative of a Member congregation. No individual may serve more than six (6) consecutive years (in any elected capacity) on the Board. Eighteen (18) months must have elapsed before an individual may again be considered for election to the Board. Elective terms begin and/or end at the close of each Delegate Assembly.

ARTICLE VIII – DISTRICT EXECUTIVE

Section 1.

There shall be a MDD District Executive, responsible for the general operations of the District, supervision of all District staff personnel, and the administration of programs recommended by the UUA District Services Office.

The District Executive is appointed by the MDD Board of Trustees and serves at the pleasure of both the Board and the UUA District Services Office.

The position of District Executive is a "joint employment" relationship with the UUA. The policies and procedures, of both the District and the UUA will be adhered to in the processes of selecting, and supervising the performance of the District Executive.

An annual, "joint" performance review of the District Executive by the Board, and the UUA District Services Office is required. The goals set for the District Executive will be published to the Member congregations through established communication channels.

The District Executive shall be the permanent "Chair" of the Service Area Council, charged with coordinating, facilitating and otherwise directing the work of both the Council and the individual Service Areas as they provide support to the District and its Member congregations.

Section 2.

Upon notification of a vacancy in this position, the Board shall move promptly to select a successor. The Board will appoint a Search Committee of not less than five (5) members to facilitate this process. In the event that a satisfactory candidate cannot be identified, an interim District Executive may be appointed, with the concurrence of the UUA District Services Office.

ARTICLE IX – MDD DISTRICT TRUSTEE

Section 1.

The MDD District Trustee is the designated representative of the Mountain Desert District, on the UUA Board of Trustees, its committees, and working groups.

The MDD District Trustee is elected by the Member congregations, always for a four (4) year term. This election shall be conducted separately from the Delegate Assembly, in accordance with procedures for nomination and balloting established by the MDD Board of Trustees. No individual may serve more than eight (8) consecutive years as the elected District Trustee.

Election procedures for the District Trustee will be sent to all Member congregations by the President (or designated representative) through the administrative offices of the District, via established communication channels. Said procedures must provide an adequate lead-time, for the Member congregations to exercise their prerogatives for both nominating and voting on candidates. Further, the procedures must allow for the selection of a District Trustee a minimum of sixty (60) days prior to the opening of the UUA General Assembly, where that person shall assume the office.

Section 2.

Persons desiring nomination as a candidate for the position of District Trustee, must satisfy the eligibility criteria for any elected District office, and make application via the Leadership Succession Committee (Article X), per its rules and procedures. Further, to be considered as a candidate, each individual must have received an official endorsement from the governing body of at least one (1) Member congregation.

Section 3.

Member congregations, Officers, and Ministers are afforded the same number of votes for District Trustee as they are afforded in the Delegate Assembly (see Article VI). "Split-ticket" balloting is allowed, but not encouraged.

Each Member congregation will establish their own methodology for conducting the election, but must then certify the results, in writing, to the District Secretary. Ministers in service to a Member congregation should be included with this certification. Other persons (with voting privilege) must contact the Secretary to have their votes counted.

Section 4.

Vacancies in the position of District Trustee which exceed eighteen (18) months to the completion of the current term, must be filled prior to the next UUA General Assembly.

Vacancies of less than eighteen (18) months may be filled by appointment, by the Board, as they deem necessary or advisable. An interim appointment of less than one (1) year) will not be included in the time limitation set forth in Section 1.

ARTICLE X – LEADERSHIP SUCCESSION COMMITTEE

Section 1.

In addition to the members of the Board of Trustees, the Delegate Assembly will also elect a Leadership Succession Committee (LSC). The LSC is a Standing Committee of the Mountain Desert District. It works with the Board and District Executive to establish policies and procedures for the selection and qualification of candidates for District office, as well as for the selection of a chair for the LSC.

The LSC shall consist of five members, four members elected to two year terms, on a rotating basis, and one member of the Board appointed in consultation with the Board, District Executive, and chair of the LSC. The District Executive shall serve as an ex-officio member of the LSC. No individual may serve more than six (6) consecutive years on the LSC. Eighteen (18) months must have elapsed before an individual may again be considered for a position on the LSC.

The responsibility of the LSC is to identify and recommend qualified candidates for all elective positions within the District. Further it is the responsibility of the LSC to ascertain the number of "open" positions (in any given year) and to provide a full slate of candidates for these positions, a minimum of forty-five (45) days prior to the next Delegate Assembly. The LSC shall also recommend candidates for appointment to District Standing Committees, and shall nominate individuals to serve as members of a District Awards Committee.

ARTICLE XI – MIDWEST UNITARIAN UNIVERSALIST CONFERENCE

Section 1.

The Delegate Assembly shall also elect a representative to serve as a Director of the Midwest Unitarian Universalist Conference (MUUC).

Elections for this position to be held in the odd numbered years, for a term of two (2) years. No individual may serve more than six (6) consecutive years as the MDD - MUUC representative. Eighteen (18) months must elapse before an individual may again be considered for this position.

In the event of a vacancy, the Board of Trustees may appoint a representative to fulfill any uncompleted term. Vacancies will be referred to the LSC for action.

ARTICLE XII – GENERAL PROVISIONS

Section 1.

The Headquarters address for the District shall also contain the administrative offices of the District Executive. This address is to be used for all official business of the District and by District staff personnel.

Section 2.

The fiscal year of the District shall begin on July 1st and end on June 30th.

Section 3.

At all business meetings of the District, the latest edition of The American Standard Code of Parliamentary Procedure shall guide the rules for conducting the meeting. The President may appoint a temporary Parliamentarian to assist in interpreting these guidelines.

ARTICLE XIII – LIMITATION OF LIABILITY

Section 1.

The Board of Trustees, District Executive, and all other officers, employees, fiduciaries and agents of the District are indemnified, by the District, for actions taken on behalf of the District, to the extent authorized by and in accordance with Colorado law.

ARTICLE XIV – BYLAW AMMENDMENTS

Section 1.

Amendments to these Bylaws require a two-thirds (2/3) vote of the delegates (including proxies) at any properly convened District meeting. The substantive content of any proposed amendment must be included in the notice for that meeting, as previously provided.

Section 2.

Amendments may be initiated by a majority vote of the Board of Trustees or via petition from the Member congregations (per Article V – Section 3.).

ARTICLE XV – RECALL OF DISTRICT OFFICERS/TRUSTEES

Section 1.

A Motion to Recall may be entertained at any regularly scheduled District meeting or at a Special Meeting, called for that purpose. Any Motion to Recall must clearly state the reasons and conditions under which it is being submitted. In the event that the President, is the subject of a Motion to Recall, he or she shall voluntarily remove themselves as the presiding Officer for that meeting.

Section 2.

A Motion to Recall may be initiated by a majority vote of the Board of Trustees or via petition from the Member congregations (per Article V – Section 3). A two-thirds (2/3) vote of the delegates (including proxies) is required for execution of a Motion to Recall.

ARTICLE XVI – DISSOLUTION

Section 1.

Should the Mountain Desert District fail to hold a Delegate Assembly for a period of more than three (3) consecutive years, the District will be considered as having been dissolved.

Section 2.

In the event that the Mountain Desert District is dissolved without incorporation into another organizational entity of the UUA, all assets and other properties of the District shall be delivered first, to the Midwest Unitarian Universalist Conference or second, to the Unitarian Universalist Association of Congregations.

Approved October 6, 2005

Amended October 13, 2007

Amended October 9, 2010

top

Posted Tuesday, 23 February 2010 13:41 Written by Jess Cullinan