Bylaws Discussion

 

Unitarian Universalist Rowe Camp and Conference Center, Inc.

Voting Memo to Members of Rowe

 

To:       UU Rowe Center Members

From:   Albert Mussad, President, U.U. Rowe Center Board of Trustees

Date:    March 2017

Re:       Approval of Restated Articles of Organization and Restated Bylaws at the 2017 Annual Meeting

_____________________________________________________________________________

On May 7, 2017, U.U. Rowe Center’s Board of Trustees plans to do a final review of the Restated Articles of Organization (click here for the latest Articles draft) and Restated Bylaws (click here for the latest Bylaws draft) and vote to recommend approval of the final version of these corporate documents to Rowe’s Members.

The Members of U.U. Rowe Center are scheduled to vote to approve the Restated Articles of Organization and Restated Bylaws at the 2017 Annual Meeting, to be held September 16, 2017.

Background

UU Rowe Center was founded in 1924 and incorporated in 1927, when its Certificate of Organization (now known as the Articles of Organization), which created UU Rowe Center’s Corporation, were filed with the state of Massachusetts. The Articles were subsequently amended in 1977 (changing the name of the Corporation and purpose description) and 1980 (changing the name of the Corporation). Our Bylaws were last amended in 2005.

After review of the current, 2005 Bylaws and in consultation with Attorney Reinhardt, the Board determined that the proposed updates were too numerous and often too minor to warrant a separate amendment vote on each. Consequently, the revised Articles and Bylaws are being presented as whole, “restated” documents (rather than a series of individual amendments) for approval.

The Articles

Articles of Organization are used to create nonprofit corporations in Massachusetts and state the nonprofit’s mission, as well as certain corporate powers. Since its incorporation in 1927, Rowe’s Articles have been amended piecemeal over the years, often without legal review. The Restated Articles seek to consolidate prior amendments in one document and, also, to add modern legal references that are typical for Massachusetts nonprofit corporations and 501(c)(3) public charities operating today.

The Bylaws

Generally, the Bylaws are being overhauled to make the text relating to making procedures for U.U. Rowe Center clearer, more accurate and understandable. Sections were also organized in a more user-friendly, logical order.

Attorney Reinhardt has advised us that certain of these changes are advisable to ensure that our documents reflect current legal and best practices requirements for Massachusetts nonprofit corporations and for internal consistency. These changes to the Bylaws include:

  • clarification of terms regarding qualification for membership and the rights of Members;
  • a formal conflict of interest policy;
  • a board qualification section;
  • standard protections for Trustees and Officers if they are ever sued in their official capacities (other than for financial improprieties);
  • explicit reference to the corporate powers of MA nonprofit corporations; and
  • references to state and federal law governing 501(c)(3) organizations.

The Bylaws do not include:

  • A dissolution clause. A corrected clause now appears in the restated Articles of Organization (where it properly belongs).

Attorney Reinhardt has also generally reviewed the drafts of the Articles and the Bylaws to be sure that they are in compliance with Massachusetts and federal law. 

 

Member Feedback and Informational Call-In Session

Attorney Reinhardt was present at the 2016 Annual Meeting to answer legal questions about the Bylaws. Feedback from Members was helpful and appreciated, and led to further revisions, which are seen in the March 2017 draft documents. The changes primarily relate to the approval and voting rights of Members in Article III of the proposed Restated Bylaws.

See Rowe’s Website

To ensure that Members have the opportunity to learn more about the details of the proposed changes, we created an information section on the Bylaws page of Rowe’s website.

The section has five major parts: 1) the current 2005 Bylaws; 2) the March 2017 proposed Restated Bylaws; 3) a draft of the March 2017 restated Articles (some information, such as dates, can’t be filled out until after the vote); 4) a summary highlighting the major Bylaws changes, by article; and 5) a Q&A section containing questions that have been received to date from Members, and the Board’s responses.

Send Emails

Members who wish to offer further feedback on the proposed Restated Articles of Organization and Restated Bylaws before the 2017 Annual Meeting are invited to send their questions or comments to clerk@rowecenter.org. Announcements about the progress of changes are being made in the Rowe E News as often as possible. In addition, we’ll talk about our progress on the Articles and Bylaws in the spring Center Post.

Attend Bylaws Teleconference

To ensure that Members have the opportunity to learn more about the proposed changes, we are scheduling a conference call on Thursday, April 20, from 7-9 p.m. We invite Members to email clerk@rowecenter.org to participate in that phone-in opportunity. Please put “Bylaws Teleconference” in the subject line, give your first and last name, your preferred email address, and the telephone number you want to use for the teleconference. Please also include any questions you have about the proposed Restated Articles and Bylaws at this time. If at least five Members register for the meeting and you are a Member, in late March you’ll receive dial-in information about the Bylaws Teleconference. Or call Rowe at (413) 339-4954 and leave the same information with Rowe staff.

Member Approval

A two-thirds vote of the entire Membership (about 500 Members), including those present in person or by proxy, is necessary to approve the Restated Articles of Organization at the 2017 Annual Meeting.

A quorum being present, a two-thirds vote of the Members present in person or by proxy, is necessary to approve the Restated Bylaws at the 2017 Annual Meeting.

To make it easy for Members to participate in this important process, proxy voting will take place in advance of the Annual Meeting between June 1, 2017, and Sept. 8, 2017. Proxy voting will close at 5:00 p.m. on Sept. 8, 2017. (Proxy ballot instructions will be posted on the Board’s web page in June.)

The Annual Meeting will be held on September 16, 2017. A quorum of Members present in person or by proxy will be necessary to conduct business at the meeting. All proxy votes received by Sept. 8, 2017, will be cast at the Annual Meeting, along with the votes of any person present in person who has not, also, submitted a proxy vote.

All proxy and in-person votes will be received and counted by Rowe staff members. At the Annual Meeting, that count will be certified by the Bylaws Committee: Cynthia Bolling, Betsey Miller, and Douglas Wilson.

 

For More Information

If you have any questions, or need any additional information, please contact Cynthia Bolling at clerk@rowecenter.org or call the Rowe office at 413 339-4954 and leave your name and the number where you can be reached. Thank you.

 

March 2017

U.U. Rowe Center

Significant Proposed Changes to the Bylaws

 

We have added eight major changes to the Bylaws discussion document that was presented at the 2016 Annual Meeting. They have been approved by Rowe’s Board.

To be clear, here’s how we’ll refer to the various versions of the Bylaws:

  1. Current 2005 Bylaws – The current Bylaws
  2. Proposed Bylaws presented at the 2016 Annual Meeting – The Annual Meeting draft
  3. Proposed Bylaws presented in March 2017 – The March discussion draft

 

  1. The class of Members described in Article IV of the 2016 Annual Meeting draft, which governed the powers and duties of Trustee-Members, has been eliminated completely. So in the March version, there is no distinction between a trustee and a general Member: both are simply Members.

 

  1. Members retain the voting powers they had in the current Bylaws. A few more are included. Some of the additions are actually mandated by law, but they were never stated in any previous Bylaws. And some are based on the feedback that we received at the Annual Meeting and after, where Members wanted to reserve the powers of the general Members that they were granted in the current Bylaws. These changes both preserve and at times extend those powers. In sum, this version grants Members the right to vote to approve: 

 

  1. amendments to the Bylaws
  2. amendments to the Articles of Organization
  3. a merger of the Corporation
  4. any matters required to be decided by Members, according to Massachusetts law
  5. dissolution of the corporation
  6. any other matters referred by the Board of Trustees

 

  1. At the Annual Meeting, Members consult with the Board regarding policy matters affecting the Corporation, and other matters.

 

  1. Any Member can recommend that an individual be nominated to serve on the Board. All nominees must undergo the same process, which includes attending two meetings and final approval by the nominating committee.

 

  1. Members can also recommend that an item(s) be added to the Annual Meeting agenda for discussion (and potential future vote), as long as
  2. the petition is signed by at least 15 of Members and
  3. it is submitted, in writing, at least fourteen days before an Annual Meeting

 

  1. Members can attend any regular Board teleconference that’s an open meeting (which almost always means the budget teleconference in August), with certain restrictions.

 

  1. Notice of all regular, open Board meetings will be posted on Rowe’s website at least fourteen days in advance of the meeting.

 

  1. The class of Life Member has been restored. This was an error; it should have appeared in the Annual Meeting draft.

 

There are still some key issues that are under discussion. One major issue concerns the sentence, “The governing body of the Corporation, subject to the direction of the Corporation, shall be the Board” in Article VI of the current Bylaws.  Although the wording is simple, this section has legal significance.  Specifically, it’s important how we define that group of people who will take on fiduciary responsibility for governance of our organization.  There are several other areas that are in discussion in the committee and with the Board.  These include authorization for changes in dues, use of Robert’s Rules of Order, and the indemnification clause. (Webster’s says “indemnify” means “to secure against hurt, loss or damage.”)

 

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