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UUMA Bylaws
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By-Laws and Constitution

of the Unitarian Universalist Ministers Association

(download as a PDF)

Adopted June 22, 1976, Claremont, California
Revised June 20, 1977, Ithaca, New York
Revised June 17, 1985, Atlanta, Georgia
Revised June 23, 1986, Rochester, New York
Revised June 22, 1987, Little Rock, Arkansas
Revised June 20, 1991, Hollywood, Florida
Revised June 24, 1993, Charlotte, North Carolina
Revised June 22, 1995, Spokane, Washington
Revised June 20, 1996, Indianapolis, Indiana
Revised June 19, 1997, Phoenix, Arizona (VI.1, IX.1)
Revised June 25, 1998 Rochester, New York (XII.2)
Revised June 22, 2000 Nashville, Tennessee (VI.1.3, VII.1.3, IX.1)
Revised June 21, 2001 Cleveland, Ohio (VI.1&.3, VII.1 &.3, VIII.3 &.6, IX.1)
Revised June 21, 2006 St. Louis, Missouri (II.2c)
Revised June 20, 2007 Portland, Oregon (I.1,.2; II.1.A; III.1,.2,.4; IV.3,.8; VI.1,.2; VII, VIII, IX.1, X)
Revised June 24, 2009 Salt Lake City, Utah (IV. 4; XI. 3.)
Revised June 23, 2010 Minneapolis, MN (III. 4d, 6; X. 1, 2, 3, 4)
Revised June 25, 2011 Charlotte, NC (IV. 1-2, VI. 1-2, VII. 1)
Revised June 20, 2012 Phoenix, AZ (Preamble, I.5,7,9; II; III; IV; V.2-4,6,8; VI-XIII)
Revised June 19, 2013 Louisville, KY (VI.2, X)
Revised June 25, 2014 Providence, RI (V)


PREAMBLE

To enhance our ministerial skills, effectiveness, and leadership, we, the ministers of the Unitarian Universalist Association (UUA), do provide and maintain the Unitarian Universalist Ministers Association, which in this document shall hereinafter be called the UUMA.

I - Functions and Purposes

II - Membership

III - Membership Application, Obligation and Removal

IV - Funds and Dues

V - Endowment
VI - Meetings

VII - Officers

VIII - The Board of Trustees

IX - The Executive Director

X - Standing Committees

XI - Nominating Committee and Elections

XII - Professional Rights

XIII - Chapters

XIV - Amendments

ARTICLE I - FUNCTIONS AND PURPOSES

The functions and purposes of the UUMA shall be:

Section 1: To support and promote the Unitarian Universalist movement, its societies and agencies, and its Association.

Section 2: To assist ministers, congregations, agencies, and the denomination in interpreting the ministry.

Section 3: To improve the professional capabilities and skills of the ministers in the UUMA.

Section 4: To assist the UUA and other denominational agencies in efforts relating to the ministry.

Section 5: To aid ministers through chapters, clusters, and support groups to feel an important tie to colleagues, a sense of commitment to one another, and a concern for the professional rights of the ministry.

Section 6: To promote the professional rights of UUMA members and to protect these rights against any violation.

Section 7: To maintain Guidelines for the Conduct of Ministry and to support those Guidelines through provisions for handling grievances, censuring violators, and sanctioning offending parties.

Section 8: To covenant together to abide by the sanctions duly arrived at through the accepted procedures of the UUMA.

Section 9: To defend the tradition of freedom in all church, denominational, and ministerial relations, tempered only by our obligations to one another as colleagues and the standards set forth in the Guidelines for the Conduct of Ministry.

ARTICLE II - MEMBERSHIP

Section 1: Membership shall be restricted to members who meet the following standards:

A. REGULAR: All Unitarian Universalist ministers granted fellowship by the Ministerial Fellowship Committee of the UUA. All applicants not in ministerial fellowship with the UUA shall apply under the procedures defined in these Bylaws. B. LIFE: At the discretion of the Board of Trustees, Life Membership may be granted to UUMA members who retire from the active ministry as defined by the UUA Ministerial Fellowship Committee. A minimum of five years as a member of the UUMA in good standing is required for those wishing Life Membership status. Membership dues shall be waived for Life Members.

Section 2: ASSOCIATE members have all the privileges and responsibilities of membership. No person in regular membership shall be involuntarily moved to Associate status except as provided by these bylaws. Associate membership shall be restricted to:

A. Ordained ministers whose primary fellowship is not with the UUA. B. Other ordained ministers as determined by the Board of Trustees. C. ASSOCIATE LIFE: UUMA - Associate Members who retire from the active ministry may be granted Associate Life membership upon application verifying their retired status. Dues shall be waived for Associate Life members. Associate Life members shall retain all the rights of Associate Members. In case of any question about Associate Life membership status, the decision of the Board of Trustees shall be final.

Section 3: STUDENTS who have attained Candidate status with the Ministerial Fellowship Committee shall be eligible for Candidate membership. Such membership shall be non-voting and include such privileges as the Board of Trustees may determine, but shall include the right to attend UUMA meetings and to be covered by the provisions of the Guidelines for the Conduct of Ministry.

Section 4: HONORARY members shall be elected at a UUMA meeting upon nomination by the Board of Trustees. Such members shall not be obligated for dues, shall have no vote, and shall be allowed such privileges as the UUMA shall determine.

ARTICLE III - MEMBERSHIP APPLICATION, OBLIGATION, AND REMOVAL

Section 1: Membership applications shall be considered in the categories listed in Article II under the following provisions:

A. The applicant shall apply for membership to the Administrator in writing.B. Any applicant for voting membership shall be in ministerial fellowship with the UUA, or submit such documents as the Board of Trustees may require. C. Applicants for any category of non-voting membership should so indicate and submit such documentation as the Board of Trustees may require.

Section 2: All applications for any category of membership, or change of category, shall come before the Board of Trustees at its next meeting. Each applicant shall be informed of the decision made. Any applicant denied membership may appeal for reconsideration to the Board of Trustees and/or the next UUMA Membership meeting through a notice filed with the Secretary of the UUMA. Action by a UUMA meeting shall be final.

Section 3: The acceptance of membership in the UUMA entails agreement by the member to abide by the UUMA's Constitution and Bylaws and Guidelines for the Conduct of Ministry.

Section 4: A member may be removed from membership in the UUMA when:

A. The member resigns from ministerial fellowship in the UUA. B. The member is removed from ministerial fellowship in the UUA and the decision is upheld if appealed. C. The member is not active as a minister, as the Board of Trustees may determine. D. The member commits a gross violation of ethical or professional conduct as provided in the Accountability Procedure of the Guidelines for the Conduct of Ministry. Section 5: In any case where a change of status is not initiated by the member, the Board of Trustees shall notify the member of the proposed change at least 30 days prior to its meeting. The member may then make response in writing.

ARTICLE IV - FUNDS AND DUES

Section 1: The Board of Trustees shall submit to each membership meeting a recommended budget for the current fiscal year, together with an income and dues schedule necessary to maintain it. The budget and membership dues schedule for each category of membership shall be adopted at the membership meeting.

Section 2: The Board of Trustees will annually establish the deadline for membership dues and publish it widely among the membership. Any delinquent membership may be terminated for non-payment provided a letter is sent to the address of record. Failure of the member to respond within 30 days shall lead to automatic membership termination without appeal. Any member suspended under this section shall be automatically reinstated if dues are paid within the fiscal year. After that period, any suspended member shall apply under the provisions for new members.

Section 3: Members experiencing extreme financial hardship or full disability may request a full waiver of dues. Application for a waiver must be made annually as specified by the Board of Trustees. The Board of Trustees, at its discretion, may determine additional procedures for the waiver or reduction of dues for International Members serving outside of North America. Any dispute over the amount of dues payable shall be finally determined by the Treasurer.

Section 4: The fiscal year of the UUMA shall be July 1 through June 30.

Section 5: The Treasurer and any other member of the UUMA shall be bonded in such amount as may be determined by the Board of Trustees and the cost of said bond shall be assumed by the UUMA.

Section 6: There shall be bi-annual financial review and/or audit of the Executive Director’s records under such provisions as the Board of Trustees may decide. The cost of said action shall be borne by the UUMA and when filed, the audit/review shall be available to any voting member.

ARTICLE V - ENDOWMENT

Section 1: The UUMA may establish one or more endowment funds to receive unrestricted donations, gifts, subscriptions, and bequests intended to provide for the UUMA’s more permanent uses and future operations. Earnings from the investment of these funds may be used for the continuing operation of the UUMA.
Section 2:
The Board of Trustees shall create a set of policies that govern the investment and disbursement of endowment monies. The Board of Trustees shall also monitor the performance of the investments in the endowment.
Section 3:
The Board of Trustees and/or Executive Director shall not be liable for any losses incurred by the endowment fund except to the extent that such losses arise out of acts or omissions of willful misconduct or gross negligence. Each person shall be liable for his or her own acts and omissions of willful misconduct or gross negligence and not for the acts or omissions of others. No member of the Board of Trustees and/or Executive Director shall engage in any self-dealing or transactions with the endowment fund in which he or she has a direct or indirect financial interest. Members the Board of Trustees and/or Executive Director shall refrain at all times from conduct in which his or her personal interests would conflict with the interest of the endowment fund.
Section 4
: Upon dissolution of the UUMA, all assets, unexpended funds and any and all interests in any endowment fund of the UUMA shall be transferred to the UUA or its successor or, if neither exists, then to such other qualifying charitable organizations as the Board of Trustees shall determine.

ARTICLE VI - MEETINGS

Section 1: There shall be an annual membership meeting of the UUMA. It shall regularly be held at a time and at a place close to the General Assembly of the UUA.

Section 2: If at any time the UUA should vote for biennial General Assemblies, then it shall be the sense of this article that the UUMA shall automatically change its meetings to conform to the UUA's biennial policy until such time as the UUMA's members may act on necessary changes to these bylaws. The Board of Trustees shall adopt any emergency procedures for the functioning of the UUMA until the next membership meeting.

Section 3: The Board of Trustees may act to hold the annual meeting at a time and place apart from the UUA's General Assembly provided that the membership is notified of such action 90 days prior to the date of such meeting.

Section 4: Special meetings may be called by the Board of Trustees or by a written petition signed by 20 percent of the voting members.

Section 5: Ten percent of the voting members shall constitute a quorum for the transaction of business at all meetings of the UUMA.

Section 6: Notice of all regular and special meetings shall be sent to all members not less than 30 days prior to the date of the meeting. In the case of special meetings of the UUMA, the call shall contain the agenda for consideration. Only items specifically named on the agenda will be considered at the special meeting.

Section 7: Except for the ballot for elective positions, no proxy (or absentee balloting) shall be allowed in the UUMA.

Section 8: Any meeting of the UUMA will include only those who are members in good standing.

ARTICLE VII - OFFICERS

Section 1: The officers shall be a President, a Vice-President, a Secretary, a Treasurer, and the President-Designate when such office is filled.

Section 2: Three members of the Board of Trustees will be Members-at-Large. Portfolios for Board Members-at-Large will be defined in Board policies.

Section 3: The President, or a person designated by the President, shall preside at all sessions of the UUMA. The President shall be charged with the upholding of the Bylaws, Guidelines for the Conduct of Ministry, and general policies of the UUMA.

Section 4: The Board of Trustees will write detailed job descriptions for all officer and member-at-large positions. Outgoing Board members create revisions and improvements on their respective job descriptions to be approved by the entire Board of Trustees and sent to the Nominating Committee.

Section 5: The President-Designate:

A. In every third year beginning in 1997, a President-Designate shall be elected for a one-year term. Such President-Designate shall be automatically nominated the following year for the three-year term of President. Petition candidates may run against the President-Designate or the same person when he/she is nominated the following year for President. The President-Designate shall be a voting member of the Board of Trustees. B. The President-Designate, when such office is filled, shall work closely with the President to learn the duties, functions, and current efforts of the presidency. The President shall endeavor to keep the President-Designate informed of the ongoing work of the UUMA. The President-Designate is charged during his/her term to learn about the presidential duties, rather than to function in a separate policy role.

Section 6: In the event of a vacancy in any elective office of the UUMA, the Board of Trustees shall fill the vacancy until the next regular election for that office.

ARTICLE VIII - THE BOARD OF TRUSTEES

Section 1: The Board of Trustees is the elected representative leadership of the UUMA. Its purpose is to provide visionary leadership for the UUMA and ensure that the vision is brought about in a responsible manner. Its job is to write policies, link to members, and monitor the performance of the Executive Director.

Section 2: The Board of Trustees shall meet at least three times a year. Should it meet less often, it shall ask the next membership meeting for ratification of its policy of meeting less often.

Section 3: Four members of the Board of Trustees shall constitute a quorum for the conduct of business.

Section 4: The Board of Trustees or any group designated by it may review decisions and policies of the Unitarian Universalist Association and its agents and make appropriate recommendations. The Board of Trustees has the authority to speak for the members of the UUMA. The Board of Trustees at its discretion may bring a position it has taken on a UUA decision or policy to the annual membership meeting for direct endorsement.

ARTICLE IX - THE EXECUTIVE DIRECTOR

Section 1: The Executive Director shall be the chief executive officer of the UUMA and responsible for the administrative supervision of the various offices and paid employees of the UUMA.

Section 2: The Executive Director shall be charged with accomplishing the Board of Trustees’ vision statements while operating within the parameters of the Board’s written policies. The Executive Director has the freedom to creatively accomplish the Board’s vision by delegating to various staff and volunteer groups which will report directly to him or her.

Section 3: Groups and portfolios not explicitly named in Board policy or the Bylaws, fall under the Executive Director’s authority and responsibility. These include, but are not limited to: CENTER, Arrangements, and Communications.

Section 4: The Board of Trustees will monitor the Executive Director’s performance on a regular basis. This will include the performance of all staff and other groups that report to the Executive Director. The Board will hold the Executive Director accountable only for those actions which directly impact the accomplishment of the vision statements and the compliance with limitations.

Section 5: The Executive Director has the authority and responsibility for the financial life of the UUMA.

A. The Executive Director and the staff shall operate the day-to-day financial activities of the UUMA in consultation with the Treasurer.B. The Executive Director will work with the Treasurer to create a budget and a multiyear financial plan for the UUMA. The budget will be submitted to the Board of Trustees for approval by the membership at the Annual Meeting as described in Article IV above.C. The Executive Director will ensure that any and all investments and long-term assets of the UUMA are used for their intended purpose and are not exposed to undue risk. The Treasurer will monitor investment performance.

Section 6: In the event there is a vacancy in the office of Executive Director, the Board of Trustees will appoint a search committee to advertise the position and consider applicants. The search committee will recommend no less than two candidates to the Board of Trustees. The Board of Trustees will make the final decision by majority vote, and extend the offer to the Executive Director.

ARTICLE X - STANDING COMMITTEES

Standing Committees of the UUMA include Guidelines; Anti-Racism, Anti-Oppression, and Multiculturalism; and Ethics and Collegiality. The Board of Trustees shall appoint Standing Committees. The Board of Trustees may set up or abolish such temporary committees as may be necessary from time to time except for those specified in these bylaws.

ARTICLE XI - NOMINATING COMMITTEE AND ELECTIONS

Section 1: The Nominating Committee shall consist of five members, who serve three year terms as defined by board policy.

Section 2: Dating from 2013, the Nominating Committee shall choose candidates for three year terms as President, Vice President, and two at-large trustees. Every three years, dating from 2014, the Nominating Committee shall choose candidates for three-year terms for Treasurer, and one at-large trustee. Every three years, dating from 2012, the Nominating Committee shall choose candidates for a three-year terms for Secretary and a one-year term for a President-Designate.

Section 3: The Nominating Committee will ensure that all candidates for the Board of Trustees have demonstrated the ability to apply the work of anti-racism, anti-oppression and multiculturalism to all facets of their work.

Section 4: The President shall be responsible for making sure that the Nominating Committee selects a chairperson after its election. The President shall make certain that this chairperson observes the various bylaws and Board policies relating to nominating procedures. In the case of a failure of the Nominating Committee to perform its proper functions, the President may with the consent of the Board of Trustees set up an emergency procedure for nominations. Such procedure shall be ratified by the next meeting of the UUMA. If the emergency proceeding is not ratified, the UUMA meeting shall set up its own procedures for a special election.

Section 5: All nominations of the Nominating Committee shall be submitted to the President at least 90 days prior to the date of the membership meeting. At least 75 days prior to the membership meeting, the President shall submit the names of all nominees to the membership, along with the bylaw provisions for nomination by petition.

Section 6: Nominations by petitions shall be made by a signed petition of ten or more voting members. Petitions shall indicate the office sought and must be submitted to the President not less than 45 days prior to the annual meeting, along with indication by the candidate of his/her willingness to accept nomination.

Section 7: The President shall cause to be sent to every voting member in good standing a ballot listing all candidates for each office at least 30 days prior to the Annual Meeting.

Section 8: All ballots shall be accompanied by statements and biographical information as provided by the candidates in such form as the Board of Trustees may specify. The ballot shall not indicate the method of a candidate's nomination, but any candidate may include this in his/her personal statement. The ballot shall be prepared in such manner as to insure that votes shall be secret.

Section 9: Any absentee ballot shall be counted if it reaches the Secretary by any means prior to the opening of the membership meeting. Any person casting an absentee ballot shall be solely responsible for its safe receipt. Any voting member, who has not cast an absentee ballot, may vote in person at the membership meeting under such procedures as shall be adopted as the rules of the meeting. All balloting shall be secret.

Section 10: No ballot, however cast, shall be opened prior to the closing of the polls at the annual meeting. The Secretary shall be in charge of the ballot count along with two tellers either appointed by the President or elected, as the membership meeting shall decide. Any candidate for any office may appoint an observer to be present at the ballot count. In case of any dispute on the counting of a ballot the judgment of the Secretary and tellers shall be final.

ARTICLE XII - CONCERNS, COMPLAINTS, AND GRIEVANCES

Section 1: A Code of Conduct shall be established and published by the UUMA for its members. This Code shall specify the standards of conduct for ministry to which members may be held accountable through complaints/grievances brought by colleagues and disciplinary actions of the Board of Trustees. The procedure for such actions shall be as specified in the Accountability section of the Code. The UUMA shall maintain a set of Standards for Professional Practice to advise members of established wisdom, shared expectations, and best practices in the work of ministry. All provisions of the Code of Conduct and Standards for Professional Practice shall be reviewed at least every four years.

ARTICLE XIII - CHAPTERS

Section 1: The UUMA voting members in any geographical area may organize and apply for chapter status to the Board of Trustees.

Section 2: On UUMA policy matters, the chapter shall record only the votes of active UUMA members in good standing.

Section 3: Chapter policies and procedures shall be consistent with the bylaws and professional practices of the UUMA.

Section 4: The Board of Trustees may delegate to chapters any exercise of authority which is mutually agreeable.

Section 5: Undesignated UUMA funds granted to each chapter shall be spent as the chapter determines in open meeting.

Section 6: Any action of a chapter regarding individual members may be appealed to the Board of Trustees.

ARTICLE XIV - AMENDMENTS

Section 1: These Bylaws may be amended by a two-thirds vote of the members present and voting at any annual meeting of the UUMA. Amendments to the Bylaws must be submitted by the Board of Trustees or by a petition of five or more members filed with the President at least 60 days prior to a UUMA meeting. The text of all proposed bylaw amendments shall accompany the call to the meeting and shall be mailed sent to all voting members not less than 30 days prior to the meeting. All proposed amendments shall be accompanied by the names of the sponsors or, if proposed by the Board of Trustees, the names of the members voting in favor of the proposed amendment.

Section 2: A year long process shall be established for amending the UUMA Guidelines for the Conduct of Ministry. Prospective amendments to the Guidelines for the Conduct of Ministry must be submitted by the Board of Trustees or by a petition of five or more members filed with the President at least 60 days prior to the UUMA Annual Meeting at which they will be presented. All proposed amendments shall be accompanied by the names of the sponsors or, if proposed by the Board of Trustees the names of the members voting in favor of the proposed amendment. If affirmed for study by a majority vote of the members present at a membership meeting, amendments to the Guidelines for the Conduct of Ministry will then be remanded to the Guidelines Committee for distribution with supporting materials for a year-long study consideration process by local UUMA Chapters. Prospective amendments shall then be presented by the Guidelines Committee at the next Annual Meeting of the UUMA for discussion and possible adoption following a two thirds (2/3) affirmative vote by members present at this meeting. If, however, discussion on the floor of the Annual Meeting should result in the creation of an amendment which is substantially different from either the existing text or the proposal, that amendment shall he remanded to the Guidelines Committee and subject to the year-long study consideration process by local UUMA Chapters as outlined above.

Unitarian Universalist Ministers Association, 24 Farnsworth Street, Boston, MA 02210-1409
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