BYLAWS - Revised 11/6/04

ARTICLE I
NAME OF ORGANIZATION

The name of this organization is the Southern California Division of the United Nations Association of the United States of America (UNA-USA), hereafter referred to as the Division. It is a not-for-profit organization deriving its status from the National UNA-USA.

ARTICLE II
PURPOSES AND FUNCTIONS

Sec. 1. Purposes. The UNA-USA mission is to strengthen the United Nations system and the U.S. participation in it. The Division shall carry out the policies, purposes and programs of the UNA-USA as set forth by the national organization and established by the national bylaws and policies, consistent with the purposes of the United Nations Charter.

Sec. 2. Functions. The Division shall

a. Take appropriate action to promote the aims of the Charter of the United Nations in Southern California, in our nation, and in the world.

b. Serve as liaison between the Southern California Chapters of UNA-USA, and provide a forum for the exchange of ideas, solutions of problems, and coordinated action.

c. Strengthen policies and advocacies of issues of diverse interest and concern to Chapters and members in Southern California within the purposes of UNA-USA.

d. Coordinate activities of the Southern California Chapters as occasion and Chapter interests dictate, jointly or Division-wide.

e. Serve the Southern California Chapters in assisting them to carry out the purposes and programs of the UNA-USA. Service to the Chapters shall be determined by the unique local character of each Chapter and at the behest of the Chapters themselves.

f. Strengthen existing Chapters and extend the UNA-USA by forming new Chapters and/or Contact Groups, and expand membership in the UNA-USA and recommend the chartering of new Chapters to the UNA-USA.

g. Coordinate action on Association business and Substantive Issues which come before the National Conventions, although nothing in this Section shall be construed to inhibit the autonomy of the Chapters in deciding their own stands.

h. Elect the Southern California Region’s representatives to the National UNA-USA Board of Directors and CCD Steering Committee.

Sec. 3. Activities.

The Board shall promote activities implementing National programs and strengthening Chapters’ priorities as fully as possible. No activities shall be undertaken by the Division which has not been adopted by the Board or which are in conflict with the activities of the Chapters.

ARTICLE III
MEMBERSHIP

The general membership of the Southern California Chapters of UNA-USA shall comprise the general membership of the Division.

ARTICLE IV
OFFICERS

Sec. 1. Officers. The officers of the Division shall be a President, four Vice Presidents, a Secretary, and a Treasurer. The Board shall also designate two Chapters to each select a representative to serve on the Executive Committee each year.

Section 2. Functions.

a. The President shall

• Preside at Division Board and Executive Committee meetings;

• Serve as ex-officio member of all committees except the nominating committee;

• Serve as official representative and spokesperson of the Division at local, state, and national functions, conferences, and conventions;

• Be responsible for sound financial administration of the Division;

• Sign contracts when authorized by the Board;

• Co-sign checks with the Treasurer or other officer designated by the Board;

• Appoint Standing Committee Chairs (see Art. VII, Sec. 1) prior to the beginning of the administrative year in consultation with Chapter Representatives and the respective Vice Presidents;

• Appoint ad hoc committee chairs, newsletter editor, an auditor, and a parliamentarian.

b. The Vice President of Programs shall serve in the place of the President in the event of the absence, death, or disability of the President.

c. The Secretary shall prepare and maintain a Division Directory including a list of the Division Board of Directors, Committee, Chapters Boards, etc., and shall be responsible for the taking and preparation of minutes of the Division Board and Executive Committee meetings.

d. The Treasurer shall keep an accurate financial record of Division receipts and disbursements; co-sign checks and other documents as directed by the Board; submit books for annual audit; make records available for reporting to the Annual Meeting and to the Board and national meetings.

Sec. 3. Terms of Office. Officers shall serve for staggered two-year terms or until their successors qualify, except that the two Chapter Representatives shall be elected annually. Officers may succeed themselves for one term in the same position, but nothing in this Article shall be construed to mean that an officer may not be eligible for election to another office. Any incumbent other than the Division President who has served two terms in the same position and for whom the Nominating Committee will affirm at the Annual Meeting that it could find no qualified replacement after a diligent search may be nominated for another term in that position.

Sec. 4. Elections. Elections shall take place at the Annual Meeting held at the end of the year. In odd-numbered years, the following officers are elected: President, Secretary, Vice President of Communications, Vice President of Membership/Chapter Development, two Chapter Representatives, and three Nominating Committee members, one a holdover and one designated as Chair.

In even-numbered years, the following officers are elected: Treasurer, Vice President of Programs, Vice President of Fund Raising, two Chapter Representatives, and three Nominating Committee members, one a holdover and one designated as Chair.

The officers-elect shall take office January 1 of the ensuing year.

Sec. 5. Removal. Any elected officer who fails to attend two consecutive regular meetings, without acceptable excuse shall be removed unless the majority of the Board, excluding the officer who failed to attend, vote to retain such officer.

Sec. 6. Vacancies. Vacancies occurring in the interim between elections shall be filled by the Board of Directors from nominations made by the Nominating Committee or by nominations made by members of the Board should there be no candidate named by the Nominating Committee. Those elected to fill the vacancies shall fill the unexpired terms of those originally elected.

ARTICLE V
BOARD OF DIRECTORS

Sec. 1. Composition. The Board of Directors, hereafter called the Board, shall consist of voting and non-voting members. The voting members shall be the elected officers, the Chapter Representatives (or in their absence their designee,) the chair of the Southern California Regional Council of Organizations, and the Southern California Region representatives to the UNA-USA National Board of Directors and CCD Steering Committee, who shall keep the Division fully informed as to all National business. The non-voting members shall be the Parliamentarian and the Standing Committee Chairs. When a Chapter President is also an elected officer of the Division, the Chapter shall be represented by a designated representative who shall have the vote for the Chapter.

Sec. 2. Voting. The Board is the voting body of the Division for matters other than electing of officers and the amending of Bylaws. Majority vote shall prevail in all matters.

Sec. 3. Quorum. The quorum shall be a simple majority of the Board members.

Sec. 4. Meetings. Meetings of the Board of Directors shall take place quarterly. Special Meetings shall be held at the call of the President or at the request of one-third of the Board members; the call to a Special Meeting, by a 10-day written notice only, shall state the matters to be discussed, and no other matters shall be voted on at the meeting.

Board meetings may be attended by any member of the Chapters unless the Board determines that it will meet in Executive Session.

Sec. 5. Functions of the Board. The functions and responsibilities of the Board shall be these:

a. To make policy for the organization and to have the power over any constitutional changes affecting policy.

b. To adopt Procedural Guidelines for meetings.

c. To assume fiscal responsibilities and control and manage the operating funds and capital assets for the use and benefit of UNA-USA, Southern California Division.

d. To receive, in carrying out its responsibilities under “c,” a chapter per capita assessing each Chapter a membership contribution on the same basis as the Chapter is receiving National per capitas as of the initial notification each year. The Division assessment for each membership unit shall be 1/5th of the National payment for each membership unit.

e. To initiate action on matters which are pertinent to the functioning of the Division; to take action on matters referred by the President and Executive Committee; to vote, as needed, on the actions of the Executive Committee which have been taken in the interim between regular and special meetings of the Board by ratification or parliamentary action to alter.

f. To decide, with the President, whether or not Committee Chairs who are not members of the Board shall be invited to attend meetings of the Board.

g. To elect two members to the Nominating Committee.

h. To set the date of the Division Annual Conference at the first Board Meeting each year.

i. To publicize to the Division general membership and Southern California Regional Council of Organizations the Division Annual Conference agenda, activities and registration no less than 30 days prior to the Division Annual Conference date.

ARTICLE VI
EXECUTIVE COMMITTEE

Sec. 1. Composition. The executive Committee is composed of the elected officers.

Sec. 2. Meetings. The Executive Committee shall meet at least once between regular meetings of the Board of Directors, or at the call of the President for urgent or emergency matters.

Sec. 3. Duties. The functions and responsibilities shall be these:

a. To provide assistance to the President in carrying out the policies and actions authorized by the Board.

b. To conduct the affairs of the Division between meetings of the Board.

c. To report to the Board on any Board-referred or other actions taken on behalf of the Board.

d. To serve for the Board at the Board’s direction.

Sec. 4. President’s Privilege. The President may invite such other consultants to attend Executive Committee meetings as pending matters require. Consultants may have voice but no vote.

Sec. 5. Quorum. The quorum shall be a simple majority of the Executive Committee members.

ARTICLE VII
COMMITTEES

Sec. 1. Standing Committees. Appointed Standing Committees, whose chairs serve on the Board under Vice Presidents, are:

First Vice President of Programs: Annual Meeting, Global Issues and MUN.

Vice President of Communications: Internet, Newsletter and Government Relations.

Vice President of Fund Raising: Grants and Endowments.

Vice President of Membership/Chapter Development: New Chapters and Chapter Services.

The above are appointed for two-year terms at the even or odd year election of the respective Vice Presidents. Standing Committee Chairs are responsible, with the respective Vice President, for appointing Standing Committee members prior to the first Board meeting.

Sec. 2. Off-Board Committee Chairs. As needed, there will be off-Board Chairs serving under each of the vice presidential areas.

Sec. 3. Other Committees. The President, with the Board, shall decide what other committees are necessary to accomplish the purposes and functions of the Division; committee chairs and members shall be appointed by the President with the approval of the Board.

Sec. 4. Finance Committee. The Finance Committee shall consist of three members: the Treasurer as Chair and two other members appointed by the President with the approval of the Board

Sec. 5. Nominating Committee. The Nominating Committee shall consist of five members who shall represent five different Chapters. Two of the Committee shall be members of the Board and appointed by the Board. Three members, including the Chair, shall be nominated by the Nominating Committee and elected at the Annual Meeting. In addition to the five members, each Chapter not represented in the five and in good standing, may designate to serve on the committee, one of its members who has been a Chapter member in good standing for one year.

ARTICLE VIII
ANNUAL AND OTHER MEMBERSHIP MEETINGS

There shall be an Annual Meeting, included in the Division Annual Conference, for the general membership each year. Additional membership meetings, as well as the agenda, shall be determined by the Board.

ARTICLE IX
NOMINATIONS AND ELECTIONS

Sec. 1. Nominations. By written notice 30 days in advance of the Division Annual Meeting, the Nominating Committee shall send to the general membership a slate of candidates for the offices which fall vacant each year.

Sec. 2. Additional Nominations. Following the presentation by the Nominating Committee of its slate, nominations may be made from the floor if the permission of the proposed nominee has been obtained.

Sec. 3. Voting. Each of the general members present has one vote.

Sec. 4. Election. When there is no opposition for an office, elections shall be by voice vote. When there is more than one candidate for nay office, election shall be by secret ballot.

Sec. 5. Representation at National. In accordance with the Council of Chapters and Divisions (CCD) Election Procedure Policy, the Southern Region will conduct direct elections for the National Board of Director member and two CCD Steering Committee members for the Southern California Region. The methods will be, of those offered by the CCD, voting by one chapter, one vote, and Division one vote, and by meeting.

ARTICLE X
UNA-USA CONFERENCE AND CONVENTIONS

Sec. 1. Delegates. In addition to the President (see Art. IV, Sec. 2a), another delegate and a maximum of two alternates to UNA-USA Conferences and Conventions shall be selected by the Executive Committee to represent the Division.

Sec. 2. Delegation Leadership. The President shall appoint the delegation floor leadership.

Sec. 3. Expenses. As the finances of the Division permit, the expenses of the delegates shall be borne by the Division. The President shall first have all essential expenses paid; remaining funds shall be allocated on a pro-rata basis.

ARTICLE XI
FISCAL

Sec. 1. Fiscal Year. The fiscal year of the Division shall be January 1 through December 31 of each year.

Sec. 2. Budget. The budget shall be the responsibility of the Board of Directors and shall be adopted as soon as possible after the beginning of the fiscal year. Members of the Executive Committee shall submit financial needs to the Budget Committee.

Sec. 3. Audit. There shall be a yearly audit of the finances of the Division. Copies of the Audit shall be given to each member of the Board and may be made available to general members upon request. Copies shall be furnished to UNA-USA as required.

Sec. 4. Checks. Checks shall have two official signatures, that of the President and Treasurer, or two of four officers designated by the Board.

Sec. 5. Indemnification of Officers. The Board shall take action to indemnify officers if such action is deemed necessary by the Board. Indemnification expenses shall be borne by the Division.

ARTICLE XII
REGIONAL COUNCIL OF ORGANIZATIONS

Affiliated with the Division is the Southern California Regional Council of Organizations whose purposes are: a) to educate the public on the role and organization of the U.N. and its agencies and b) to improve the effectiveness of the U.N. and strengthen it. The Council Chair is a voting member of the Division Board.

ARTICLE XIII
BYLAWS AND AMENDMENTS

These Bylaws may be amended by a two-thirds vote at any regular general membership meeting provided that the Amendments have been approved by the Board and made available to the Chapters for inspection thirty days before the date of the meeting and provided that the date, place, and purpose of the meeting shall have been announced thirty days in advance.

ARTICLE XIV
PARLIAMENTARY AUTHORITY

Roberts Rules of Order, revised, shall be the Parliamentary Authority where there is no conflict with these Bylaws.

Revised 11/6/04, 11/18/03, 12/7/02, 11/4/95, 9/26/92, 10/15/89, 10/25/80.