Unitarian Universalist Rowe Camp and Conference Center, Inc.
Articles of Organization – History and Summary
History of Rowe’s Founding
Rowe was founded in 1924 and officially incorporated in 1927, when the Certificate of Organization was filed with the state of Massachusetts. The Certificate contains Rowe’s name at the time (The Unitarian Rowe Camp, Inc.), a statement of its purpose as a charitable nonprofit, and a list of the corporation’s founding members. The Certificate (which is now known as a corporation’s Articles of Organization) was last amended in 1980, when the words “Conference Center” were added to Rowe’s name. Since that time, the legal standards for what should be in a corporation’s Articles have changed so much that Rowe’s Board and legal counsel recommend that we restate the articles rather than revise individual sections, just as we’re doing with our bylaws.
Summary of Proposed Changes in Restated Articles
The wording for Rowe’s name and purpose, as stated in the current bylaws, doesn’t match what’s on file with the state of Massachusetts (the 1980 amendment). To update the wording, we propose to make the following changes:
- Name. Remove a hyphen and add a comma in the wording on file, so that “Unitarian-Universalist Rowe Camp and Conference Center Inc.” becomes “Unitarian Universalist Rowe Camp and Conference Center, Inc.”
- Replace “religious education” with “spiritual development” in the following statement of purpose that’s on file:
“To maintain and operate a camp and conference center where people of all ages will have the opportunity to participate in camp life, conferences, and to pursue religious education, consonant with Unitarian Universalist views.”
so that it becomes (changes in bold italics):
“To maintain and operate a camp and conference center where people of all ages will have the opportunity to participate in camp life, conferences, and to pursue spiritual development, consonant with Unitarian Universalist views.”
The dissolution clause in our current bylaws (Article XI) is outdated. Since a corporation’s dissolution is governed by Massachusetts law, legal counsel has recommended that we insert an updated clause in the Articles, in accordance with today’s best practices, rather than have that legal language in the bylaws. There’s one mention of dissolution in the January 2017 bylaws draft, under the member section: It says that dissolution of the Corporation requires a two-thirds vote of the members, including proxy votes.
Most of the changes to the Articles involve statements that basically say that Rowe will adhere to the laws of Massachusetts governing the following matters:
- (a) Rowe will follow state laws governing nonprofits.
- (b) The directors (trustees) can change the bylaws, unless the Corporation’s bylaws say otherwise. (Note: Our bylaws do say otherwise: They give the power to amend the bylaws to the members..)
- (c) Rowe is a charitable nonprofit and will be operated as such.
- (d) The directors (trustees) and members won’t accept Corporation earnings for themselves. They can be fairly compensated for work done that’s other than their board service, however. Further, Rowe will engage in no more than an insubstantial amount of lobbying and will not engage in any political campaign activity.
- (e) Procedures for the dissolution of the Corporation will be carried out in accordance with state law.
- (f) Includes protection of Corporation officers and directors from personal liability in case the Corporation is sued, with certain exceptions involving improprieties of loyalty or personal benefit.
The February 2017 Articles of Organization discussion draft is available here.