CANADIAN UNITARIAN  UNIVERSALIST WOMEN’S ASSOCIATION

BY-LAWS – as of May 19, 2013

Vision: The Canadian Unitarian Universalist Women’s Association (CUUWA) will have a national and international profile with respect to the personal, public, professional and political aspects of women’s lives and will reflect our core denominational principles.

Mission:

  • To support women-centred projects that raise awareness about women’s history, rituals, and perspectives;
  • To develop and distribute educational materials that highlight a women-centred lifespan curriculum;
  • To grant awards to women based on merit, and to acknowledge the creative work of women;
  • To maintain a monitoring group with two functions: 1) internal within our denomination to ensure that language is inclusive, that there is equitable representation on denominational committees, task forces, etc; and 2) external: to determine priority for issues such as economic equality, reproductive rights, and educational access; and
  • To influence, educate or inform policy on issues relevant to women at all levels, local, national and international.

Objectives

  • To provide supportive programming consonant with Unitarian Universalist principles;
  • To assess the ongoing roles and responsibilities of women members within the congregations, fellowships and other organizations affiliated with the Unitarian Universalist denomination in Canada;
  • To encourage outreach on individual and collective levels to all women; and
  • To support an annual meeting of Unitarian Universalist women, either in a Host City if a Canadian Unitarian Council (CUC) Annual Conference and Meeting (ACM) is held in that year, or otherwise.

SECTION 1 – INTERPRETATION

(1)  DEFINITIONS

In these by-laws,

a)    “Annual Meeting” means the Annual General Meeting of the Association:

b)     “National Council” means the five members of the core leadership committee representing, if possible, five regions of Canada (Pacific, Prairie, Ontario, Quebec, Atlantic Canada):

c)    “Host City Committee” means, if a CUC Annual Conference and Meeting is to be held the next year, a Committee to organize the next Annual Meeting in the CUC Host City, with a Chair as chosen by the Annual Meeting if possible, but if not, appointed from the Host Committee as recruited.  This Committee will organize the Annual Meeting with the assistance of the National Council.

(2.)   CORPORATE

The Canadian Unitarian Universalist Women’s Association shall operate as an organization associated with the Canadian Unitarian Council.

SECTION 2 -  MEMBERSHIP

Membership in the CUUWA shall be composed of individual members, associate members and honourary members:

a)  Individual members are members of a Unitarian or Universalist congregation or fellowship who are in good standing and have paid an annual fee, the amount to be fixed by the National Council and ratified by the members at the Annual Meeting or Special General Meeting.

b) Associate members are individuals who support the principles of the CUUWA and who pay the annual fee. They are entitled to vote at a meeting.

c) Honourary members are persons of special distinction, who are appointed by the Annual Meeting.

SECTION 3 -  MEETINGS OF THE MEMBERS

(1)   ANNUAL MEETING

Where the CUC holds an Annual Conference and Meeting (ACM), an Annual Meeting of the CUUWA shall be held during the ACM time period in the Host City for that event.  When no such meeting is held, the Annual Meeting may be held at any time and place determined by the National Council. In this case the National Council will organize the Annual Meeting.

(2)  SPECIAL MEETINGS

a)     A Special Meeting of the CUUWA may be held upon the written request of five individual members in good standing, specifically stating the business proposed to be transacted at such meeting.

b)    A majority of the members of the National Council may convene a Special Meeting of the members.

c)    The National Council shall give proper notice of a Special Meeting, either requested by members or otherwise.

(3)   NOTICE OF MEETING

a)    Members in good standing will be notified of all Annual and Special Meetings, either by electronic means or by regular mail, at least 30 days in advance of the meeting.  Members must provide to the Secretary their current contact information.

b)    Notice of any meeting where special business will be transacted shall contain sufficient information to permit members to form a reasoned judgment on the decision to be taken.

(4) QUORUM

Twenty-five percent of the members of the previous year, duly notified, or their proxy, shall constitute a quorum for the transaction of business at any Annual or Special meeting.

(5) CONDUCT OF MEETING

a)    The Chair may from time to time retire from the chair unless prohibited by a majority vote of the members present.

b)  The Chair may designate a delegate to fill the chair during her absence.

(6)    VOTING

a)    Every accredited member shall be entitled to one vote.

b)    Questions submitted to an in-person Annual or Special Meeting shall be decided in the first instance by a show of hands of the members. If a poll is demanded, it shall be taken as the Chair directs.  The result of a poll shall be deemed to be the resolution of the meeting.

c)    Except in the case of a secret written ballot, the Chair shall not be entitled to vote except in the case of a tie, in which case the Chair shall be entitled to one vote.

d)    At any meeting, unless a poll is demanded, a declaration by the Chair that a resolution or vote has been carried unanimously, by a particular majority, or lost, shall be conclusive of the fact.

e)    All members of the Association not in attendance at an Annual or Special Meeting are entitled to appoint another member as proxy.  A member may not hold more than three proxies.

f)     Elections shall be by a show of hands unless more than one candidate is nominated for any available position, in which case election shall be by ballot.

g)    If a meeting is held by electronic means, these rules apply with the necessary changes.

(7)   ADJOURNMENT

The Chair may, with the consent of any Annual Meeting or Special Meeting adjourn the meeting from time to time without notifying all members.

SECTION 4 – NATIONAL COUNCIL 

(1)  RESPONSIBILITIES AND POWERS

a)    The affairs of the Association shall be managed by a National Council of five members.

b)    The primary responsibility of the National Council is to maintain the Mission and Objectives of the CUUWA.  Council members facilitate this support by ensuring successive leadership, encouraging programme development, managing assets and liaising with the CUC and Host Committees.

c)    National Council members shall serve without compensation and no member shall directly or indirectly receive financial profit from the position, but reasonable expenses incurred in the performance of duties may be paid.

(2)  QUALIFICATIONS

a)    Members of the Council shall be individuals who are members of a Unitarian or Universalist Congregation or Fellowship, over eighteen and in good standing.

(3)  NUMBER AND REPRESENTATION

a)    The members of the National Council shall be chosen from five regions of Canada where possible: the Pacific, the Prairies, Ontario, Quebec and Atlantic Canada.

b) The members of the National Council as selected in 2011 shall hold office until the Annual Meeting of 2013, at which time the National Council as then appointed shall be made up of

  • two members for a three-year term;
  • two members for a two-year term; and
  • one member for a one-year term.

c)   The Council  will seek new Council members through a democratic process, in person or by electronic means, as terms are completed. It will strive to maintain the geographic representation and lengths of terms as far as possible.  It will also attempt to be inclusive respecting age and racial diversity.

d)  In the event that no member puts her name forward to serve, the National Council will appoint a new member as required.

(4)  POWERS OF NATIONAL COUNCIL

a)  The National Council may make decisions for the CUUWA, except the amendment of by-laws, provided that decisions affecting policies of the Association are ratified at the next Annual Meeting.  It may exercise all such powers as are not expressly limited by the Association at general meetings or by these by-laws.

b) National Council members may submit any contract, act or transaction for approval at any Annual or Special Meeting, and a resolution passed by a majority of the votes cast at any such meeting shall be valid and binding upon all the members.

(5)  QUORUM OF NATIONAL COUNCIL

A majority of the Council shall constitute a quorum.

(6)   MEETINGS OF NATIONAL COUNCIL

a)    The National Council shall maintain contact by e-mail, phone and CUC Newsletters between Annual Meetings.

b)    The National Council shall meet before the Annual Meeting in the Host City, where applicable, to discuss business, prepare reports and ensure continuity at the Host City meeting.

c)    Meetings may take place by e-mail or other electronic means.  A record of actions taken shall be submitted electronically or by post to each member within one month following the meeting.

d)     A Special Meeting of the National Council may be convened at the request of any member of the Council, any time and at any place in Canada, or by electronic means.

SECTION 5 – OFFICERS OF NATIONAL COUNCIL

(1) ELECTION AND APPOINTMENT OF OFFICERS

a)    The five members of the National Council shall determine among themselves who will act as chair, vice-chair, secretary, treasurer and liaison with the Host Committee.

b)    The members so appointed will receive no remuneration but shall be entitled to reimbursement for reasonable expenses that they may incur. These may include financial assistance to attend the Annual Meeting.

(2)  DUTIES OF OFFICERS

a)    The Chair shall take responsibility for ensuring the effective operation of the organization in accordance with its vision.  She will liaise with the Host City Committee, the CUC, her sister officers, and the general membership.

b)    The Vice-Chair shall perform the functions of the Chair whenever so instructed by the Chair or in the absence of the Chair, and shall perform other duties as the National Council may from time to time determine.

c)    The Secretary shall maintain a record of the following:

  • A copy of the by-laws of the CUUWA;
  • A list of members, including names and addresses of all individuals who are or have been members of the CUUWA;
  • The dates on which each member of the National Council became or ceased to be an Officer;
  • Minutes of Annual Meetings and National Council meetings, whether or not she was the record taker;
  • Updated and complete archives; and
  • Reports from Host City Annual meetings, or other Annual Meetings; and
  • Shall make available a conference programme for the AGM, in conjunction with the Host Committee where applicable.

d)   The Treasurer shall

  • keep a record of all fees, gifts or profits, either from the Host City Committee or otherwise;
  • prepare and present a financial report at each Annual Meeting;
  • ensure that all moneys are safely invested, and
  • keep a register of current signing officers of the Association.

e) The fifth member of the Council shall take on special responsibilities as they arise, and shall assist the Chair by maintaining contact with the previous and incoming Host Committee Chairs to ensure a smooth transition between events.

(3)   REMOVAL OF NATIONAL COUNCIL OFFICERS

a)    An officer may be removed from office for cause by resolution of the National Council provided that a majority of the voting members agree.

(4)  DELEGATION OF DUTIES

a)    In the absence of the Chair, Vice-Chair, Secretary or Treasurer, the Council may delegate the powers of such officers to any other member for a specified time, provided the majority of the Council members concur.

 

SECTION 6 -  THE HOST CITY COMMITTEE

(1) GENERAL

a)    When an ACM is held by the CUC, a Host City Committee will serve for the year before the ACM in order to organize the Annual Meeting of the CUUWA in conjunction with the National Council.

b)    The duties of and planning guidelines for he Host City Committee are set out in the Appendix to these by-laws,

c) The Host City Committee will be supported by the National Council to ensure that all business is transacted, fees are collected and arrangements made for reporting and follow-up for future meetings. The Chair of the Committee may continue to serve as ex-officio member of the National Council up to one year after the event to facilitate the transition.

d)   The Chair of the Host City Committee for the next Annual Meeting (where applicable) shall be elected at the previous Annual Meeting by a show of hands. She will establish a committee to prepare and deliver the program for the next year. Her term of office shall be one year and shall include an effective transition to either the National Council or the next Host City Committee, as the case may be.

(2)   MEETINGS OF HOST CITY COMMITTEE

a)  A quorum for the transaction of business shall constitute a simple majority of fifty percent of the Host City Committee.

b)  Each member shall be entitled to one vote, but the Chair shall not be entitled to vote except in the case of a tie, in which case she is entitled to one vote.

(3)   OTHER DUTIES

a)   The Treasurer of the Host City Committee shall be responsible for developing a budget, collecting registration fees, payment of accounts, and presentation of a financial report of the Committee’s activities o the Annual Meeting.

b)  Names and addresses of the attendees and an evaluation summary will be sent by the Committee to the National Council.

SECTION 7 -  OTHER COMMITTEES

The Annual Meeting may establish other committees as it may deem desirable to implement the programs of the CUUWA and shall determine the duties of such committees.

 

SECTION 8 – REMUNERATION AND REMOVAL OF COMMITTEE MEMBERS

a)  Members of committees shall serve without remuneration.

b)  Members of committees appointed either by the membership or by the National Council shall be subject to removal at any time for cause.

 

SECTION 9 -  FINANCIAL MATTERS

(1)  RESERVE FUNDS AND INVESTMENTS

The National Council may set aside sums as it deems fit as a reserve fund to meet contingencies, and may invest the several sums so set aside, or any other funds or moneys not immediately required for the purposes of the Association, in such investments as it may think fit; and from time to time deal with and vary such investments and dispose of all or any part thereof for the benefit of the Association, with full power to employ the assets of the Association as it thinks fit. It may divide the reserve fund into such special funds as it may deem appropriate, without being bound to keep the same separate from other assets.

(2)   FISCAL YEAR

The fiscal year shall terminate on the 30th day of June each year.

(3)  AUDITOR

The National Council may in its discretion hire an auditor if it appears necessary, or arrange for another external review of the financial records.

SECTION 10 – GENERAL

EXECUTION OF DOCUMENTS

All of the members of the National Council shall have signing authority, and any two of them may sign contracts, documents or any instruments in writing.  However, the Treasurer will have sole signing authority for the administration of the operating bank account if a proposed expenditure does not exceed $1500 dollars. Where this is exceeded, two signatures are required.

SECTION 11 -  AMENDMENT OR REPEAL OF BY-LAWS

a)    Proposals to amend the by-laws may be made by no fewer than five members, or by a majority of the National Council, and unless proposed at the Annual Meeting, shall be submitted to the membership no later than 30 days before the Annual Meeting.

b)    The by-laws shall only be amended or repealed by a two-thirds affirmative vote of the members at an Annual Meeting.

c)    Any changes in the by-laws of the Association will be duly reported to the Canadian Unitarian Council.

SECTION 12  – DISSOLUTION

(1)   DISSOLUTION

The Association may be dissolved by an affirmative vote of three-quarters of the votes cast at an Annual Meeting or a Special Meeting called for that purpose, and subject to the notice requirements in subsection 3(3).

(2)  DISPOSITION

a)    Upon dissolution, and after payment of debts and liabilities, the assets of the Association shall be distributed in one or more of the following ways, to be determined by the Annual or Special Meeting:

i)              to the Canadian Unitarian Council; and

ii)             to any registered charitable corporation in Canada whose object is the advancement of women’s issues.

b)    Disposition of records and archives shall be at the discretion of the National Council.

APPENDIX

Host City Committee

Responsibilities       

  • Confirm meeting location after determining CUC plans for ACM.
  • Choose a theme and begin to locate resources
  • Program development – identify leaders, resources
  • Prepare a budget – target to “break even”.
  • Worship service?
  • Advance publicity:  electronic and print
  • Draft agenda for business meeting and prepare wording for proxy
  • Name tags if not part of CUC meeting
  • Obtain approval of all activities from CUUWA National Council
  • In conjunction with the National Council, liaise with the CUC conference planners

Time Line:

Fall: 

  • Committee formation, assign responsibilities
  • Confirm location
  • Select theme and invite speakers
  • Budget planning

March:

  • Prepare a description of the event for publicity
  • Publicity to all congregations for newsletters, to all individual members
  • Confirm any planned workshops and speakers

April:  

  • Early in April, mail and email Notice of Meeting and proxies
  • Arrange registration package if there is no ACM

May:   

  • Prepare programmes
  • Prepare business meeting agenda
  • Organize any necessary food services

After the conference:

  • Receive evaluations
  • Assess programme
  • Submit final financial report
  • Prepare recommendations for following year’s committee
  • Identify member(s) to liaise with National Council and next Host Committee