Bylaws

 Rowe Camp and Conference Center Bylaws 

(Revised November 2005)

ARTICLE I — NAME

The name of this corporation shall be Unitarian Universalist Rowe Camp and Conference Center, Inc., hereafter referred to as “the Corporation” or as “Rowe.”

ARTICLE II — PURPOSE

The purpose of this Corporation shall be:

1.         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.

2.         To hold and maintain the Preserved Smith Memorial Church at Rowe and to provide spiritual services therein to such extent as seem feasible.

ARTICLE III — MEMBERSHIP

Section 1.  The membership of this corporation shall consist of Regular and Life members.

1.         Regular Members are voting members of the Corporation who collaborate in policy making and administration of the Corporation.  They are required to pay annual dues.

2.         Life Members are voting members who are elected for life by a two-thirds vote of the Board of Trustees, hereafter referred to as “the Board.”  They are exempt from dues.

Section 2.  Members must have paid their dues, in full, thirty days prior to the annual meeting in order to vote.

ARTICLE IV — DUES

The Corporation shall from time to time set dues to be paid by Regular Members on an annual basis.  Notice must be included in the call to the meeting of the corporation in order to change the dues at that meeting.

ARTICLE V — MEETINGS

Section 1.  The Annual Meeting of the Corporation shall be held in September at Rowe at a time chosen by the Board.

Section 2.  Special meetings of the Corporation may be called by the President, the Board, the Officers, or by written request of five percent of the Corporation.  No business may be transacted at special meetings that has not been indicated in the call to the meeting.

Section 3.  Notice of any meeting of the Corporation shall be sent to members no less than thirty days before the date of the meeting.

Section 4.  A quorum for a meeting of the Corporation is fifteen members; for a meeting of the Board, a majority of its members.

Section 5.  Business meetings of the Corporation and the Board shall be conducted in accordance with the most recent revised edition of Robert’s Rules of Order. The Board is responsible for calling and establishing procedures for its own meetings.

ARTICLE VI — BOARD OF TRUSTEES

Section 1.  The governing body of the Corporation, subject to the direction of the Corporation, shall be the Board.  The Board shall be composed of the officers of the Corporation:  the President, Vice President, Clerk, and Treasurer; and seven at-large members.

Section 2. The members of the Board shall be elected at the Annual Meeting by majority vote of those members present and voting. Selection of the Board Members shall be made from a slate provided by a nominating committee. A nominating committee shall be created by the Board whenever there is a vacancy. It will be chaired by the Vice President, and should include at least one member of the corporation who does not currently serve on the Board, a Board member, the Executive Director, and the Director.

Section 3.  The officers shall be elected for two-year terms and at-large members shall be elected for over-lapping three-year terms at each Annual Meeting.  Board members must be members of the Corporation at the time they join the Board and throughout the duration of their term. If the membership of an officer or trustee lapses, he or she ceases to be a member of the Board.

Section 4.  The Board shall fill any midterm vacancies on the Board, including officers, by majority vote of those present and voting, until the next meeting of the Corporation and then by a majority of those present and voting at the next meeting of the Corporation for the remainder of the term.

Section 5.  The Board is responsible for oversight of the Corporation and shall have full charge of its properties.  The Board shall formulate and execute governing policies to fulfill its responsibilities that include but are not limited to the use of the camp, conference center, the Preserved Smith Memorial Church, employment, and all holdings.

Section 6.  The Board shall hire, direct, and assist an Executive Director and Director, who shall both serve ex officio on the Board.  The Board shall establish and maintain employment policies for the position of Executive Director and Director.

ARTICLE VII — DUTIES OF OFFICERS

Section 1.  The President is the presiding officer of the Corporation and the Board and is generally responsible for the effective implementation of the Corporation policy and for providing leadership for strategic planning.  The President is an ex-officio member of any Board committee.

Section 2.  The Vice President acts in place of the President during his or her absence and performs such duties as may be delegated by the President.  In the event of incapacity of the President, the Vice President will act as President until the vacancy is filled. The Vice President chairs any nominating committee and is responsible for the orientation of new Board members.

Section 3.  The Clerk is responsible for keeping the Charter, the Bylaws, the minutes, and other official non-financial records of the Board and the Corporation.  All records of the Corporation shall remain the property of the Corporation.  Minutes of meetings of the Board and the Corporation shall be distributed to all Board members within 30 days of the meeting.  The Clerk shall also assure proper notification to the membership of all Corporation meetings and affairs to be voted on.

Section 4.  The Treasurer shall be responsible for oversight of the accounting of the finances of the Corporation on books which shall remain the property of the Corporation, and which shall be open for inspection at any time by the Officers, Trustees or duly appointed auditors.  The Treasurer shall render a report of finances at each regular meeting of the Board and at the Annual Meeting of the Corporation. 

ARTICLE VIII — CAMPER ADVISORS

There shall be up to three Camper Advisors who shall serve as advisors to the Board and facilitate communication between the Board and youth campers.  The Camper Advisors shall be appointed by the President.  Their role is to act as advocates for youth and serve as nonvoting members of the Board.

ARTICLE IX — FISCAL YEAR

The fiscal year of the Corporation shall be September 1 to August 31 inclusive.

ARTICLE X — AMENDMENTS TO BYLAWS

These Bylaws may be amended by a two-thirds vote of the Corporation of those voting at a meeting called for that purpose, provided that written notice of any changes is included in the call to the meeting.  A vote will also be conducted by mail, in which paper ballots and proposed changes are mailed to all members of the corporation 30 days prior to the meeting.  At the time of the meeting, all received ballots will be counted and used toward calculating a two-thirds majority.

ARTICLE XI— DISSOLUTION OF THE CORPORATION

Any proposal for the dissolution of the Corporation and the disposal of the assets shall be first accepted by the Board and then by the members of the Corporation, in each case by a two-thirds vote of those present and voting.  In each case the statement of the proposal shall be sent to all members by first class mail with the notice of the meeting at least thirty days before the date of the meeting.  Any such proposal shall include the plans for the disposition of the assets.  Such disposition shall not benefit personally any member of the Board or Corporation and must include a plan of dissolution that is in compliance with all state and federal requirements, including but not limited to the provisions of the Internal Revenue code for 501 C (3) organizations.  The Unitarian Universalist Association must have been consulted during the formulation of the plans.

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